<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)*
Under the Securities Exchange Act of 1934
of
William B. Turner (joined by his spouse)
Synovus Financial Corp.
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(Name of Issuer)
Common Stock, $1.00 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
Common Stock: 87161C 10 5
--------------------------------------------------------------------------------
(CUSIP Number)
Garilou Page, Esq.
Synovus Financial Corp.
901 Front Avenue, Suite 202
Columbus, Georgia 31901
(706) 649-4793
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index is located on page 12 of this filing.
Page 1 of 16
<PAGE> 2
SCHEDULE 13D
<TABLE>
<S> <C>
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CUSIP No. 87161C 10 5 Page 2 of 16 Pages
-------------------------- -----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WILLIAM B. TURNER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 73,246.19
BENEFICIALLY -----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 30,209,047
REPORTING -----------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 73,246.19
-----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,209,047
-----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,282,293.19
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.6%
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14 TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
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CUSIP No. 87161C 10 5 Page 3 of 16 Pages
-------------------------- -----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SUE MARIE T. TURNER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
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3 SEC USE ONLY [ ]
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,588,022
REPORTING -----------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,897,204
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,897,204
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
-----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D relates to the
common stock, $1.00 par value (the "Common Stock"), of Synovus Financial Corp.
("Synovus"), a Georgia business corporation. The address of Synovus' principal
executive offices is 901 Front Avenue, Suite 301, Columbus, Georgia 31901.
ITEM 2. IDENTITY AND BACKGROUND.
Amendment No. 2 amends and restates the Schedule 13D, as previously
amended, of William B. Turner. Mr. Turner's wife, Sue Marie T. Turner, is
joining in this filing for the first time due to the recent transfer to her of
certain family holding company shares previously owned by Mr. Turner. That
transfer may cause Mrs. Turner to be deemed to share beneficial ownership of
certain Synovus shares that: (a) are held through such family holding company;
(b) are also beneficially owned by Mr. Turner; and (c) constitute more than 5%
of Synovus Common Stock. Accordingly, Amendment No. 2 is being filed jointly by
Mr. Turner and Mrs. Turner, both in their individual capacities and as trustees
of their respective grantor retained annuity trusts ("GRATs") described in Item
3 below. Mr. Turner and Mrs. Turner share the same household. The address of
both Mr. Turner and Mrs. Turner is c/o Synovus Trust Company, Post Office Box
120, Columbus, Georgia 31902.
Mr. Turner is an Advisory Director of the W. C. Bradley Co. and
Chairman of the Executive Committee of Synovus. Mrs. Turner is a homemaker.
Neither Mr. Turner nor Mrs. Turner has been convicted during the last
five years in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Mr. Turner nor Mrs. Turner has been a party during the last
five years to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Both Mr. Turner and Mrs. Turner are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Amendment No. 2 is being filed pursuant to Rules 13d-1(k)(1) and 13d-2
promulgated under the Securities Exchange Act of 1934, as amended, to report the
following transactions in the stock of TB&C Bancshares, Inc., a Georgia
corporation ("TB&C"), through which Mr. and Mrs. Turner, as trustees of their
respective GRATs, may be deemed to beneficially own certain shares of Synovus
Common Stock.
- A gift on December 6, 2000, of 2,106,814 shares of common
stock (14.4% of the outstanding voting stock) of TB&C from Mr.
Turner to Mrs. Turner;
Page 4 of 16
<PAGE> 5
- A transfer on December 14, 2000, by Mr. Turner of 2,106,815
shares of common stock (14.4% of the outstanding voting stock)
of TB&C to the 2000 William B. Turner Trust, a grantor
retained annuity trust of which Mr. Turner is the sole trustee
("Mr. Turner's GRAT"); and
- A transfer on December 14, 2000, by Mrs. Turner of 2,106,814
shares of common stock (14.4% of the outstanding voting stock)
of TB&C to the 2000 Sue Marie T. Turner Trust, a grantor
retained annuity trust of which Mrs. Turner is the sole
trustee ("Mrs. Turner's GRAT").
No funds or any other consideration has been or will be given in
connection with any of the gifts and transfers described above.
TB&C was formed in 1986 by Mr. Turner and his two sisters, Elizabeth T.
Corn and Sarah T. Butler, to effect various family, financial and estate
planning goals. In 1986, Mr. Turner and his two sisters contributed to TB&C a
total of 1,766,637 shares (9.5% of the then outstanding shares) of Common Stock
of Synovus that they and their ancestors had owned for many years. Since 1986,
there have been six three-for-two splits of Synovus Common Stock, as a result of
which each share of Synovus Common Stock outstanding in 1986 now represents
approximately 11 shares of Synovus Common Stock (disregarding any cash
settlements of fractional shares). There were two additional splits (one
two-for-one split and one three-for-two split) between the time Mr. Turner filed
his initial Schedule 13D in October 1980 and the formation of TB&C in 1986. As a
result, each share of Synovus Common Stock outstanding in October 1980 now
represents 34 shares of Synovus Common Stock. These stock splits, together with
the sharing of voting and investment power over the shares his sisters
contributed to TB&C, account for the vast majority of increases since 1980 in
the number of shares shown as beneficially owned by Mr. Turner.
As of the date of this report, the voting stock of TB&C is beneficially
owned primarily by: (1) Mr. Turner, who owns 14.4% through Mr. Turner's GRAT,
(2) Mrs. Turner, who owns 14.4% through Mrs. Turner's GRAT, (3) Mrs. Corn and
her husband, who together own 29.4% through similar GRATs established by each of
them and (4) Mrs. Butler and her husband, who together own 30.8% through similar
GRATs established by each of them. Mr. Turner is one of six directors of TB&C.
Mrs. Turner is not a director of TB&C.
As of the date of this report, TB&C beneficially owns 14,309,182 shares
of Synovus Common Stock directly and may be deemed the beneficial owner of
13,311,843 shares of Common Stock indirectly pursuant to the Voting Lease
described below. On March 2, 1995, TB&C entered into an agreement (the "Voting
Lease") to lease certain rights in all shares of Common Stock held in trust by
Synovus Trust Company ("STC"), a wholly owned subsidiary of Synovus, under each
of the following trusts (collectively, the "Series 600 Trusts"): (a) STC as
Trustee u/w/o W. C. Bradley 6/22/45 for Sarah T. Butler; (b) STC as Trustee
u/w/o W. C. Bradley 6/22/45 for Elizabeth T. Corn; and (c) STC as Trustee u/w/o
W. C. Bradley 6/22/45 for William B. Turner.
Pursuant to the Voting Lease, TB&C has leased from STC the right to
vote and the right to tender all, but not less than all, of the Common Stock of
Synovus held by the Series 600 Trusts. The Voting Lease had an initial five-year
term and was renewed on February 29, 2000 for another five years. In
Page 5 of 16
<PAGE> 6
exchange for the lease of such rights, TB&C was required to make quarterly
payments to STC for the initial lease term of five years, equal to $.03 per
share of Synovus Common Stock, which was .17% of $19.50, the closing price of a
share of Synovus Common Stock on the New York Stock Exchange on March 2, 1995.
The quarterly lease payments during the renewal term of the Voting Lease are
equal to $.0265625 per share of Synovus Common Stock, which is .17% of $15.625,
the closing price of a share of Synovus Common Stock on the New York Stock
Exchange on March 2, 2000. TB&C uses the quarterly cash dividends that it
receives with respect to the shares of Synovus Common Stock it owns directly as
the source of funds to pay these lease payments.
ITEM 4. PURPOSE OF TRANSACTION.
As indicated under Item 3, TB&C was formed to allow Mr. Turner and his
two sisters to effect various family, financial and estate planning goals for
themselves and their lineal descendants. The gift and transfers of TB&C shares
described under Item 3 have been effected in furtherance of these goals. Mr. and
Mrs. Turner plan to continue evaluating ways to achieve such goals.
Neither Mr. Turner nor Mrs. Turner currently has any plans or proposals
that relate to or would result in: (a) any person acquiring additional
securities of Synovus or disposing of securities of Synovus, other than through
Mr. Turner's participation in Synovus' Director Stock Purchase Plan or its
Dividend Reinvestment and Direct Stock Purchase Plan; (b) an extraordinary
corporate transaction involving Synovus; (c) a sale or transfer of a material
amount of the assets of Synovus or any of its subsidiaries; (d) any change in
the present board of directors or management of Synovus; (e) any material change
in the present capitalization or dividend policy of Synovus; (f) any other
material change in Synovus' business or corporate structure; (g) any changes in
Synovus' charter or bylaws or other actions that might impede the acquisition of
control of Synovus; (h) the delisting of Synovus Common Stock from the New York
Stock Exchange; (i) the eligibility of Synovus Common Stock for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated in items
(a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The percentages set forth below and on pages 2-3 hereof are
based on 284,673,291 shares of Synovus Common Stock outstanding on December 14,
2000, as provided by the Company.
MR. TURNER. Mr. Turner could be construed to be the beneficial owner of
30,282,293.19 shares (10.6%) of the Synovus Common Stock. Certain of these
shares have been beneficially owned by Mr. Turner for a number of years, with
such beneficial ownership often pre-dating the organization of Synovus and
extending to comparable beneficial ownership of the securities of Columbus Bank
and Trust Company, the lead bank subsidiary for which Synovus was initially
organized to acquire in 1972.
Page 6 of 16
<PAGE> 7
Mr. Turner has sole voting and investment power as to 73,246.19 shares
of Synovus Common Stock, all of which he owns directly. Mr. Turner has shared
voting and investment power as to 30,209,047 shares of Synovus Common Stock.
These 30,209,047 shares consist of: (a) 19,817 shares owned directly by his
wife, as to which voting power and investment power are shared with his wife;
(b) 2,568,205 shares owned by the Bradley-Turner Foundation (the "B-T
Foundation"), a charitable foundation of which both Mr. and Mrs. Turner are
trustees and as to which voting power and investment power are shared with the
other trustees of such foundation; (c) 14,309,182 shares owned directly by TB&C,
as to which voting power and investment power are shared with the other
directors of TB&C and as to which certain investment power (involving major
transactions requiring approval by TB&C's shareholders) may be deemed to be
shared with the other five principal shareholders of TB&C; and (d) 13,311,843
shares held in trust under the Series 600 Trusts by STC, as trustee, subject to
the terms of the Voting Lease described in Item 3 above, as to which voting
power, and, with respect to tender offers, exchange offers and mergers,
investment power, are shared with the other directors of TB&C. Investment power
with respect to the shares of Synovus Common Stock held by the Series 600 Trusts
is held by STC, as trustee, as to all matters other than tender offers, exchange
offers and mergers. The Bylaws of TB&C provide that voting power over all of the
shares owned or otherwise voted by TB&C shall be shared by the directors of
TB&C.
MRS. TURNER. Mrs. Turner could be construed to be the beneficial owner
of 16,897,204 shares (5.9%) of Synovus Common Stock. Mrs. Turner has shared
voting and investment power as to 2,588,022 of these shares, as follows: (a)
19,817 shares owned directly by Mrs. Turner, as to which voting power and
investment power are shared with Mr. Turner; and (b) 2,568,205 shares owned by
the B-T Foundation, as to which voting power and investment power are shared
with the other trustees of the B-T Foundation. As a principal shareholder of
TB&C, Mrs. Turner as sole trustee of Mrs. Turner's GRAT may be deemed to share
certain investment power (involving major transactions requiring approval by
TB&C's shareholders) with the directors and five other principal shareholders of
TB&C as to the 14,309,182 shares of Synovus Common Stock owned directly by TB&C.
Based on the active and long-standing relationship of Mr. Turner and his
ancestors with Synovus and its predecessor and on other considerations, Mr. and
Mrs. Turner do not believe that Mrs. Turner shares any voting or investment
power over the 73,246.19 shares of Synovus Common Stock owned directly by Mr.
Turner. Accordingly, such shares have been excluded from the total shares shown
as beneficially owned by Mrs. Turner and she disclaims beneficial ownership of
such shares.
Additional information regarding the persons and entity with whom Mr.
and Mrs. Turner share voting power and/or investment power is included on the
next page.
Page 7 of 16
<PAGE> 8
INFORMATION REGARDING THE
DIRECTORS AND CONTROLLING SHAREHOLDERS OF TB&C,
THE TRUSTEES OF THE B-T FOUNDATION,
AND SYNOVUS TRUST COMPANY AS TRUSTEE
<TABLE>
<CAPTION>
Capacity in Which Such Person Shares Present Principal Occupation and Address of
Name and Address(1) Voting or Investment Power Employment
-------------------------------- --------------------------------------- ------------------------------------------------
<S> <C> <C>
William B. Turner Director and Controlling Shareholder of Advisory Director of
TB&C and Trustee of B-T Foundation W. C. Bradley Co. (1017 Front Avenue,
Columbus, GA 31901)
Chairman of the Executive Committee of
Synovus Financial Corp. (901 Front Ave., Suite 301
Columbus, GA 31901)
Sue Marie T. Turner Controlling Shareholder of TB&C and Homemaker
Trustee of B-T Foundation
Sarah T. Butler Director and Controlling Shareholder Homemaker
of TB&C and Trustee of B-T Foundation
Clarence C. Butler Controlling Shareholder of TB&C and Retired Physician
Trustee of B-T Foundation St. Francis Hospital
P.O. Box 7000, Columbus, GA 31908
Elizabeth T. Corn Director and Controlling Shareholder Homemaker
of TB&C and Trustee of B-T Foundation
Lovick P. Corn Controlling Shareholder of TB&C and Advisory Director
Trustee of B-T Foundation W.C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
William B. Turner, Jr. Director of TB&C and President
(adult son of William B. Turner) Trustee of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Stephen T. Butler Director of TB&C and Chairman of the Board
(adult son of Sarah T. Butler) Trustee of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Elizabeth C. Ogie Director of TB&C and Director
(adult daughter of Elizabeth T. Trustee of B-T Foundation W. C. Bradley Co.
Corn) 1017 Front Avenue, Columbus, GA 31901
Sarah T. Martin Trustee of B-T Foundation Employee
(adult daughter of William B. Columbus Travel
Turner) 123 12th Street, Columbus, GA 31901
Polly C. Miller Trustee of B-T Foundation Homemaker
(adult daughter of Elizabeth T.
Corn)
Elizabeth B. Ramsay Trustee of B-T Foundation Shop Owner
(adult daughter of Sarah T. Galleria Riverside
Butler) 15 10th Street, Columbus, GA 31901
</TABLE>
Page 8 of 16
<PAGE> 9
<TABLE>
<CAPTION>
Capacity in Which Such Person Shares Present Principal Occupation and Address of
Name and Address(1) Voting or Investment Power Employment
-------------------------------- --------------------------------------- -------------------------------------------------
<S> <C> <C>
Sam Wellborn Trustee of B-T Foundation Chairman of Synovus Foundation
P.O. Box 120, Columbus, GA 31902
Synovus Trust Company, Trustee of Series 600 Trusts Financial institution with trust powers
As Trustee
1148 Broadway, 2nd Floor
Columbus, GA 31901
</TABLE>
----------------
(1) Each individual named above is a citizen of the United States, and STC is a
state-chartered trust company formed under the laws of Georgia. None of the
above individuals or STC has, during the last five years: (a) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding become subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. The address of each individual named
above is c/o Synovus Trust Company, P.O. Box 120, Columbus, GA 31902.
----------------
(c) There have not been any transactions within the last 60 days
by Mr. or Mrs. Turner in shares of Synovus Common Stock.
(d) Pursuant to the Series 600 Trusts, STC has the power to
distribute dividends from an aggregate of 13,311,843 shares of Common Stock held
by the Series 600 Trusts. The Series 600 Trusts also authorize STC to distribute
up to $10,000 annually from the corpus of each trust, and any such annual
distributions could include sale proceeds from the sale of any of such shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described herein, there are no contracts, arrangements,
understandings or relationships with respect to the Synovus Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as Trustee of
each of the Series 600 Trusts. (Filed in March 1995 in paper form
as EXHIBIT A to Amendment No. 1 to the Schedule 13D of William B.
Turner and omitted from this electronically filed restatement
pursuant to Rule 13d-2(e).)
EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights
described under EXHIBIT A.
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<PAGE> 10
EXHIBIT C Power of Attorney from William B. Turner, individually and as
trustee.
EXHIBIT D Power of Attorney from Sue Marie Turner, individually and as
trustee.
EXHIBIT E Agreement with respect to joint filing of Amendment No. 2 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December
15, 2000, between William B. Turner and Sue Marie Turner.
Page 10 of 16
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 21, 2000 William B. Turner, individually and as trustee
By: /s/ Garilou Page
-----------------------------------------
Garilou Page, as Attorney in Fact
December 21, 2000 Sue Marie T. Turner, individually
and as trustee
By: /s/ Garilou Page
-----------------------------------------
Garilou Page, as Attorney in Fact
Page 11 of 16
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
------- ----------------------
<S> <C>
EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as Trustee of
each of the Series 600 Trusts. (Filed in March 1995 in paper form
as EXHIBIT A to Amendment No. 1 to the Schedule 13D of William B.
Turner and omitted from this electronically filed restatement
pursuant to Rule 13d-2(e).)
EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights
described under EXHIBIT A.
EXHIBIT C Power of Attorney from William B. Turner, individually and as
trustee.
EXHIBIT D Power of Attorney from Sue Marie Turner, individually and as
trustee.
EXHIBIT E Agreement with respect to joint filing of Amendment No. 2 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December
15, 2000, between William B. Turner and Sue Marie Turner.
</TABLE>
Page 12 of 16
