<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
Sarah T. Butler (joined by her 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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 6, 2000
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(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
---------------------------- -----------------------------
CUSIP No. 87161C 10 5 Page 2 of 16 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SARAH T. BUTLER
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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
EACH 8 SHARED VOTING POWER
REPORTING 30,347,708.798
PERSON -----------------------------------------------------
WITH
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
30,347,708.798
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,347,708.798
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE> 3
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 87161 C 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)
CLARENCE C. BUTLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY ---------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON 2,726,683.798
WITH
--------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,035,865.798
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,035,865.798
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
-------------------------------------------------------------------------------
<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 Sarah T. Butler. Mrs. Butler's husband, Clarence C. Butler, is
joining in this filing for the first time due to the recent transfer to him of
certain family holding company shares previously owned by Mrs. Butler. That
transfer may cause Dr. Butler 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 Mrs. Butler; and (c) constitute more than 5%
of Synovus Common Stock. Accordingly, Amendment No. 2 is being filed jointly by
Mrs. Butler and Dr. Butler, both in their individual capacities and as trustees
of their respective grantor retained annuity trusts ("GRATs") described in Item
3 below. Mrs. Butler and Dr. Butler share the same household. The address of
both Mrs. Butler and Dr. Butler is c/o Synovus Trust Company, Post Office Box
120, Columbus, Georgia 31902.
Mrs. Butler is a homemaker. Dr. Butler is a retired physician, but he
continues to maintain an office at the St. Francis Hospital, P. O. Box 7000,
Columbus, Georgia 31908.
Neither Mrs. Butler nor Dr. Butler has been convicted during the last
five years in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither Mrs. Butler nor Dr. Butler 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 Mrs. Butler and Dr. Butler 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 Mrs. and Dr. Butler, 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 2,253,330 shares of common stock
(15.4% of the outstanding voting stock) of TB&C from Mrs. Butler
to Dr. Butler;
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- A transfer on December 14, 2000, by Mrs. Butler of 2,249,604
shares of common stock (15.4% of the outstanding voting stock)
of TB&C to the 2000 Sarah T. Butler Trust, a grantor retained
annuity trust of which Mrs. Butler is the sole trustee ("Mrs.
Butler's GRAT"), as well as gifts by Mrs. Butler of a total of
3,726 shares of common stock of TB&C to her children; and
- A transfer on December 14, 2000, by Dr. Butler of 2,253,330
shares of common stock (15.4% of the outstanding voting stock)
of TB&C to the 2000 Clarence C. Butler Trust, a grantor
retained annuity trust of which Dr. Butler is the sole trustee
("Dr. Butler'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 Mrs. Butler and her brother and sister,
William B. Turner and Elizabeth T. Corn, to effect various family, financial and
estate planning goals. 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 Mrs. Butler filed her 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 her brother and sister contributed to TB&C, account for the vast
majority of increases since 1980 in the number of shares shown as beneficially
owned by Mrs. Butler.
As of the date of this report, the voting stock of TB&C is beneficially
owned primarily by: (1) Mrs. Butler, who owns 15.4% through Mrs. Butler's GRAT,
(2) Dr. Butler, who owns 15.4% through Dr. Butler's GRAT, (3) Mrs. Corn and her
husband, who together own 29.4% through similar GRATs established by each of
them and (4) Mr. Turner and his wife, who together own 28.9% through similar
GRATs established by each of them. Mrs. Butler is one of six directors of TB&C.
Dr. Butler 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 exchange
for the lease of such rights, TB&C was required to make quarterly payments to
STC for
Page 5 of 16
<PAGE> 6
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 Mrs. Butler and her
brother and sister 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.
Mrs. and Dr. Butler plan to continue evaluating ways to achieve such goals.
Neither Mrs. Butler nor Dr. Butler 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
Dr. Butler's participation in Synovus' Director Stock Purchase Plan (which is
available to Dr. Butler as an emeritus director of a subsidiary of Synovus); (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.
MRS. BUTLER. Mrs. Butler could be construed to be the beneficial owner
of 30,347,708.798 shares (10.7%) of the Synovus Common Stock. Certain of these
shares have been beneficially owned by Mrs. Butler 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.
Mrs. Butler has shared voting and investment power as to all such
shares of Synovus Common Stock, consisting of: (a) 65,430 shares owned directly
by Mrs. Butler, as to which both voting and investment power are shared with Dr.
Butler; (b) 67,970.798 shares owned directly by Dr. Butler, as to
Page 6 of 16
<PAGE> 7
which Mrs. Butler shares voting and investment power; (c) 25,078 shares owned by
a revocable trust for the benefit of Dr. Butler and subject to his direction as
to distributions, as to which Mrs. Butler shares voting and investment power
with Dr. Butler (based on Dr. Butler's power to direct distributions from and to
revoke the trust) and as to which voting power and investment power are shared
with STC, as trustee of such trust; (d) 2,568,205 shares owned by the
Bradley-Turner Foundation (the "B-T Foundation"), a charitable foundation of
which both Dr. and Mrs. Butler are trustees and as to which voting power and
investment power are shared with the other trustees of such foundation; (e)
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 (f) 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.
DR. BUTLER. Dr. Butler could be construed to be the beneficial owner of
17,035,865.798 shares (6.0%) of Synovus Common Stock. Dr. Butler has shared
voting and investment power as to 2,726,683.798 of these shares, as follows: (a)
67,970.798 shares owned directly by Dr. Butler, as to which voting and
investment power are shared with Mrs. Butler; (b) 65,430 shares owned directly
by Mrs. Butler, as to which voting power and investment power are shared with
Dr. Butler; (c) 25,078 shares owned by a revocable trust for the benefit of Dr.
Butler and subject to his directions as to distributions, as to which voting
power and investment power are shared with Mrs. Butler (based on Dr. Butler's
power to direct distributions from and to revoke the trust), and as to which
voting power and investment power are shared with STC, as trustee of such trust;
and (d) 2,568,205 shares owned by the B-T Foundation, as to which both voting
power and investment power are shared with the other trustees of the B-T
Foundation. As a principal shareholder of TB&C, Dr. Butler as sole trustee of
Dr. Butler'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.
Additional information regarding the persons and entity with whom Mrs.
and Dr. Butler share voting power and/or investment power is included on the
next page.
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<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
Name and Address(1) Voting or Investment Power Present Principal Occupation and Address of Employment
-------------------------------- ----------------------------------- ------------------------------------------------------
<S> <C> <C>
William B. Turner Director and Controlling Shareholder Advisory Director of
of TB&C and Trustee of B-T W. C. Bradley Co. (1017 Front Avenue,
Foundation 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 Homemaker
and 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 Retired Physician
and 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 Advisory Director
and Trustee of B-T Foundation W.C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
William B. Turner, Jr. Director of TB&C and Trustee of President
(adult son of William B. Turner) B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Stephen T. Butler Director of TB&C and Trustee of Chairman of the Board
(adult son of Sarah T. Butler) B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Elizabeth C. Ogie Director of TB&C and Trustee of Director
(adult daughter of Elizabeth T. B-T Foundation W. C. Bradley Co.
Corn) 1017 Front Avenue, Columbus, GA 31901
Sarah T. Martin Director of B-T Foundation Employee
(adult daughter of William B. Columbus Travel
Turner) 123 12th Street, Columbus, GA 31901
</TABLE>
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<TABLE>
<S> <C> <C>
Polly C. Miller Director of B-T Foundation Homemaker
(adult daughter of Elizabeth T.
Corn)
Elizabeth B. Ramsay Director of B-T Foundation Shop Owner
(adult daughter of Sarah T. Galleria Riverside
Butler) 15 10th Street, Columbus, GA 31902
Sam Wellborn Director of B-T Foundation Chairman of Synovus Foundation
Post Office Box 120, Columbus, GA 31902
Synovus Trust Company, Trustee of Series 600 Trusts Financial institution with trust powers
As Trustee and Trustee of Revocable
1148 Broadway, 2nd Floor Trust for Clarence C. Butler
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, Post Office Box 120, Columbus, GA 31902.
------------------------
(c) There have not been any transactions within the last 60 days by
Mrs. or Dr. Butler 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 Synovus 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.
Dr. Butler's revocable trust authorizes STC as trustee to make distributions of
income and corpus as directed by Dr. Butler.
(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.
Page 9 of 16
<PAGE> 10
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 Sarah T. Butler
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 Sarah T. Butler, individually and as trustee.
EXHIBIT D Power of Attorney from Clarence C. Butler, 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 Clarence C. Butler and Sarah T. Butler.
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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 Sarah T. Butler, individually and as trustee
By:/s/ Garilou Page
---------------------------------------
Garilou Page, as Attorney in Fact
December 21, 2000 Clarence C. Butler, individually
and as trustee
By:/s/ Garilou Page
-----------------------------------------
Garilou Page, as Attorney in Fact
Page 11 of 16
<PAGE> 12
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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
Sarah T. Butler 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 Sarah T. Butler, individually and as
trustee.
EXHIBIT D Power of Attorney from Clarence C. Butler, 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 Clarence C. Butler and Sarah T. Butler.
Page 12 of 16
