SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended 2000 or
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[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
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Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (706) 649-5220
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $1.00 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___________
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 15, 2001, 285,356,720 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding, and the aggregate
market value of the shares of $1.00 par value common stock of Synovus Financial
Corp. held by non-affiliates was approximately $5,676,157,000 (based upon the
closing per share price of such stock on said date).
Portions of Registrant's Proxy Statement, including Financial Appendix,
dated March 15, 2001 are incorporated in Parts I, II, III and IV of this report.
The undersigned registrant hereby amends Item 14 of its Annual Report
on Form 10-K for the year ended December 31, 2000 by adding Exhibit 99.1, the
Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock
Purchase Plan for the year ended December 31, 2000, and by adding Exhibit 99.2,
the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock
Purchase Plan for the year ended December 31, 2000, as set forth below and in
the attached exhibits.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of Synovus
Financial Corp. and its subsidiaries are specifically
incorporated by reference from pages F-2 through F-23 and F-25
of the Financial Appendix to Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on
April 25, 2001, in response to Item 8, Part II, Financial
Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 2000
and 1999
Consolidated Statements of Income - Years Ended
December 31, 2000, 1999 and 1998
Consolidated Statements of Changes in Shareholders'
Equity - Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows - Years Ended
December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements - December
31, 2000, 1999 and 1998
Independent Auditors' Report
2. Financial Statement Schedules
Financial Statement Schedules - None applicable because the
required information has been incorporated in the Consolidated
Financial Statements of Synovus Financial Corp. and its
subsidiaries incorporated by reference herein.
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3. Exhibits
Exhibit
Number Description
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3.1 Articles of Incorporation, as amended, of
Synovus Financial Corp. ("Synovus")
incorporated by reference to Exhibit 4(a) of
Synovus' Registration Statement on Form S-8
filed with the Securities and Exchange
Commission on July 23, 1990 (File No.
33-35926).
3.2 Bylaws, as amended, of Synovus, incorporated
by reference to Exhibit 4.2 of Synovus'
Registration Statement on Form S-8 filed
with the Securities and Exchange Commission
on May 31, 2000 (File No. 333-38232).
4.1 Form of Rights Agreement incorporated by
reference to Exhibit 4.1 of Synovus'
Registration Statement on Form 8- A dated
April 28, 1999 filed with the Commission on
April 28, 1999 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.
9.1 Voting Lease Agreement incorporated by
reference to Exhibit 9.1 of Synovus' Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994, as filed with the
Commission on March 24, 1995.
10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.1 Employment Agreement of James D. Yancey with
Synovus incorporated by reference to Exhibit
10.1 of Synovus' Registration Statement on
Form S-1 filed with the Commission on
December 18, 1990 (File No. 33-38244).
10.2 Incentive Bonus Plan of Synovus incorporated
by reference to Exhibit 10.5 of Synovus'
Registration Statement on Form S-1 filed
with the Commission on December 18, 1990
(File No. 33-38244).
10.3 Director Stock Purchase Plan of Synovus
incorporated by reference to Exhibit 10.3 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, as
filed with the Commission on March 22, 2000.
10.4 Key Executive Restricted Stock Bonus Plan of
Synovus incorporated by reference to Exhibit
10.6 of Synovus' Registration Statement on
Form S-1 filed with the Commission on
December 18, 1990 (File No. 33-38244).
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10.5 1989 Stock Option Plan of Synovus
incorporated by reference to Exhibit "A" of
Synovus' Registration Statement on Form S-8
filed with the Commission on July 23, 1990
(File No. 33-35926), which Option Plan was
amended on March 16, 1992 to eliminate the
stock appreciation rights feature of the
outstanding options under the Plan and
reduce the exercise price from $16 5/8 per
share to $9.70 per share.
10.6 Consulting Agreement of H. Lynn Page with
Synovus incorporated by reference to Exhibit
10.6 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1992,
as filed with the Commission on March 29,
1993.
10.7 Excess Benefit Agreement of Synovus
incorporated by reference to Exhibit 10.7 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, as
filed with the Commission on March 24, 1995.
10.8 Wage Continuation Agreement of Synovus
incorporated by reference to Exhibit 10.8 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, as
filed with the Commission on March 29, 1993.
10.9 1991 Stock Option Plan for Key Executives of
Synovus incorporated by reference to Exhibit
10.9 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1992,
as filed with the Commission on March 29,
1993.
10.10 Synovus Financial Corp. 1992 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.10 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992, as filed with the
Commission on March 29, 1993.
10.11 Agreement in Connection with Use of Aircraft
incorporated by reference to Exhibit 10.11
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, as
filed with the Commission on March 29, 1993.
10.12 Life Insurance Trusts incorporated by
reference to Exhibit 10.12 of Synovus'
Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, as filed with
the Commission on March 29, 1993.
10.13 Supplemental Compensation Agreement,
Incentive Compensation Agreements and
Performance Compensation Agreement with
Richard E. Anthony; which Agreements were
assumed by Synovus
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on December 31, 1992 as a result of its
acquisition of First Commercial Bancshares,
Inc.; and which stock awards made pursuant
to the Agreements were converted at a ratio
of 1.5 to 1, the exchange ratio applicable
to the merger incorporated by reference to
Exhibit 10.13 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992, as filed with the
Commission on March 29, 1993.
10.14 1993 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.14 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1993,
as filed with the Commission on March 28,
1994.
10.15 1995 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.15 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1994,
as filed with the Commission on March 24,
1995.
10.16 Synovus Financial Corp. 1994 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.16 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994, as filed with the
Commission on March 24, 1995.
10.17 Employment Agreement of Robert V.
Royall, Jr. incorporated by reference to
Exhibit 10.17 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December
31, 1995, as filed with the Commission
on March 25, 1996.
10.18 Synovus Financial Corp. Executive Bonus Plan
incorporated by reference to Exhibit 10.18
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, as
filed with the Commission on March 25, 1996.
10.19 Change of Control Agreements incorporated by
reference to Exhibit 10.19 of Synovus'
Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, as filed with
the Commission on March 25, 1996.
10.20 Consulting Agreement of Joe E. Beverly
incorporated by reference to Exhibit 10.20
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as
filed with the Commission on March 6, 1997.
10.21 Employment Agreement of James H. Blanchard
incorporated by reference to Exhibit 10 of
Synovus' Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, as
filed with the
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Commission on November 15, 1999.
10.22 Synovus Financial Corp. 2000 Long-Term
Incentive Plan incorporated by
reference to Exhibit 10.22 of Synovus'
Annual Report on Form 10-K for the
fiscal year ended December 31, 1999, as
filed with the Commission on March 22,
2000.
20.1 Proxy Statement, including Financial
Appendix, for the Annual Meeting of
Shareholders of Synovus to be held on April
25, 2001, certain specified pages of which
are specifically incorporated herein by
reference.
21.1 Subsidiaries of Synovus Financial Corp.
23.1 Independent Auditors' Consents.
24.1 Powers of Attorney contained on the
signature pages of the 2000 Annual Report
on Form 10-K.
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock
Purchase Plan for the year ended December
31, 2000.
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock
Purchase Plan for the year ended December
31, 2000.
Synovus agrees to furnish the Commission, upon request, a copy of each
instrument with respect to issues of long-term debt. The principal amount of any
individual instrument, which has not been previously filed, does not exceed ten
percent of the total assets of Synovus and its subsidiaries on a consolidated
basis.
(b) Reports on Form 8-K
On October 19, 2000, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings, and the earnings
of Total System Services, Inc., for the third quarter of 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYNOVUS FINANCIAL CORP.
(Registrant)
April 26, 2001 By: /s/James H. Blanchard
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James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
Filings\snv\11ka.doc
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INDEX TO EXHIBITS
Exhibit
Number Description
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23.1 Auditors' Consents
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan for
the year ended December 31, 2000.
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock Purchase Plan for
the year ended December 31, 2000.