As filed with the Securities and Exchange Commission on October 10, 2001
Registration No. _________
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
SYNOVUS FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
-------------------------------
GEORGIA 6022 58-1134883
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
SUITE 301, ONE ARSENAL PLACE
901 FRONT AVENUE
COLUMBUS, GEORGIA 31901
(706) 649-4751
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------------------
KATHLEEN MOATES, SENIOR VICE PRESIDENT
AND SENIOR DEPUTY GENERAL COUNSEL
SYNOVUS FINANCIAL CORP.
SUITE 202, ONE ARSENAL PLACE
901 FRONT AVENUE
COLUMBUS, GEORGIA 31901
(706) 649-4818
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable following the effectiveness of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed
Title Of Each Class Maximum Proposed Maximum Amount Of
Of Securities To Amount To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value per share 3,579,157(1) (2) (2) $6,817(3)
Common Stock Rights(4) 3,579,157(4) (4) (4) (4)
(1) This amount is based upon the maximum number of shares of Synovus common
stock anticipated to be issued upon the merger of FABP Bancshares, Inc. with
and into Synovus Financial Corp.
(2) Not applicable.
(3) Determined pursuant to Rule 457(f)(2) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee. Based
upon the book value of common stock of FABP Bancshares, Inc. at September
30, 2001, there being 1,567,510 shares of such stock issued and outstanding
on that date, having an aggregate book value on that date of $27,266,828.
(4) The Common Stock Rights are attached to and trade with the common stock of
Synovus Financial Corp. The value, if any, attributable to the Common Stock
Rights is reflected in the market price of the common stock of Synovus
Financial Corp.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
FABP BANCSHARES, INC.
33 West Garden Street
Pensacola, Florida 32522-7129
SPECIAL MEETING OF SHAREHOLDERS
You are cordially invited to attend a special meeting of shareholders of
FABP Bancshares to be held at the main office of First American Bank of
Pensacola, N.A. located at 33 West Garden Street, Pensacola, Florida 32522, on
_________, _____________, 2001, at 6:00 p.m. local time.
At the special meeting you will be asked to vote upon a proposal to approve
the acquisition of FABP Bancshares by Synovus Financial Corp. by means of the
merger of FABP Bancshares with and into Synovus.
In the merger, each share of FABP Bancshares common stock will be converted
into between 1.9428 and 2.2582 shares of Synovus common stock, with the exact
exchange ratio to be determined based on the price of Synovus common stock over
a 20-day measurement period ending five business days prior to the special
meeting. Because the price of Synovus common stock fluctuates, the value of the
securities you will receive will fluctuate on a day-to-day basis. Shareholders
of FABP Bancshares generally will not recognize a gain or a loss for tax
purposes in connection with the conversion of their shares of FABP Bancshares
common stock into Synovus common stock.
Synovus common stock is traded on the New York Stock Exchange and Synovus
has registered 3,579,157 shares of its common stock for issuance in connection
with the merger.
FABP Bancshares has received from its financial advisor, The
Robinson-Humphrey Company, LLC, an opinion that the terms of the transaction are
fair from a financial point of view to the shareholders of FABP Bancshares.
The merger cannot be completed unless holders of a majority of the
outstanding shares of FABP Bancshares common stock approve it. The board of
directors urges you to consider the enclosed material carefully and recommends
that you vote "FOR" approval of the merger.
Whether or not you plan to attend the special meeting, please take the time
to vote by completing and mailing the enclosed proxy card to us. If you fail to
return your card or vote in person, the effect will be a vote against the
merger.
On behalf of the Board of Directors of FABP Bancshares, we urge you to vote
"FOR" the merger.
Thomas B. Carter
Chairman of the Board and President
FABP Bancshares, Inc.
Neither the Securities and Exchange Commission nor any state securities
commission has approved of the securities to be issued in the merger or
determined if this document is accurate or adequate. It is illegal to tell you
otherwise. The securities to be issued in the merger are not savings or deposit
accounts and are not insured by the Federal Deposit Insurance Corporation or any
other governmental agency.
The date of this proxy statement/prospectus is __________, 2001, and it is
first being mailed to the shareholders of FABP Bancshares on or about
___________, 2001.
REFERENCES TO ADDITIONAL INFORMATION
This document incorporates important business and financial information
about Synovus from documents that are not included in or delivered with this
document. The information is available to you without charge upon your written
or oral request. You can obtain documents incorporated by reference in this
document, other than certain exhibits to those documents, by requesting them in
writing or by telephone from Synovus at the following address:
Synovus Financial Corp.
901 Front Avenue, Suite 301
Columbus, Georgia 31901
Attn: G. Sanders Griffith, III
Senior Executive Vice President,
General Counsel & Secretary
Telephone: (706) 649-2267
If you would like to request documents, please do so by ___________, 2001
in order to receive them before the special meeting.
Please see "Where You Can Find More Information" on page 45 for further
information.
FABP BANCSHARES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on ________________, 2001
To Our Shareholders:
Notice is hereby given that a special meeting of the shareholders of FABP
Bancshares, Inc. will be held at the main office of First American Bank of
Pensacola, N.A. located at 33 West Garden Street, Pensacola, Florida 32522, on
_________________, 2001, at 6:00 p.m. local time, for the following purposes:
1. To consider and vote upon a proposal to approve and adopt the merger
agreement, dated as of June 28, 2001, between Synovus Financial Corp.
and FABP Bancshares, Inc. Under the terms of this merger agreement, FABP
Bancshares, Inc. will be merged with and into Synovus, and FABP
Bancshares shareholders will receive shares of Synovus common stock, as
more fully described in the accompanying proxy statement/prospectus
dated ___________, 2001.
2. To consider and vote upon such other matters as may properly come before
the special meeting or any adjournments or postponements of the special
meeting.
Only shareholders of record on ___________, 2001 are entitled to receive
notice of the special meeting and to vote at the special meeting.
The merger is described in the accompanying proxy statement/prospectus,
which you are urged to read carefully. A copy of the merger agreement is
attached as Appendix "A" to the accompanying proxy statement/prospectus.
Shareholders of FABP Bancshares have the right to dissent from the merger
and receive payment in cash of the fair value for their shares of FABP
Bancshares common stock upon compliance with the dissenters' rights provisions
of the Florida Business Corporation Act, a copy of which is attached as Appendix
"B" to the accompanying proxy statement/prospectus.
By Order of the Board of Directors
Thomas B. Carter
Chairman of the Board and President
Pensacola, Florida
__________, 2001
Please mark, date, sign and promptly return the enclosed proxy card so that
your shares may be voted in accordance with your wishes and so that a quorum may
be assured. The giving of a proxy does not affect your right to vote in person
if you attend the special meeting.
The Board of Directors of FABP Bancshares Unanimously Recommends that You
Vote in Favor of the Merger.
Do Not Send Stock Certificates With Your Proxy Card.
TABLE OF CONTENTS
--------------------
Caption Page
------- -----
QUESTIONS AND ANSWERS ABOUT THE MERGER.......................................................1
WHO CAN HELP ANSWER YOUR QUESTIONS...........................................................2
The Companies..............................................................................3
The Merger.................................................................................3
FABP Bancshares' Reasons for the Merger....................................................3
Opinion of Financial Advisor...............................................................4
FABP Bancshares Special Shareholders' Meeting..............................................4
Conditions to the Merger...................................................................4
Accounting Treatment ......................................................................5
Tax Opinion................................................................................5
Effective Date of Merger...................................................................5
Dissenters' Rights.........................................................................5
Interests of Certain Persons in the Merger.................................................5
Termination of the Merger Agreement........................................................5
No Solicitation............................................................................6
Effect of Merger on Rights of FABP Bancshares Shareholders.................................6
Market Price Information...................................................................6
SELECTED FINANCIAL DATA OF SYNOVUS FINANCIAL CORP............................................6
THE SPECIAL MEETING..........................................................................8
Date, Time and Place.......................................................................8
Matters to Be Considered at the Special Meeting............................................8
Record Date; Stock Entitled to Vote; Quorum................................................8
Vote Required..............................................................................8
Stock Ownership of FABP Bancshares Directors and Executive Oficers.........................8
Voting of Proxies..........................................................................8
Revoking Proxies...........................................................................9
Proxy Solicitation.........................................................................9
Recommendation of the FABP Bancshares Board................................................9
THE MERGER..................................................................................10
Terms of the Merger.......................................................................10
Background of the Merger..................................................................11
Recommendation of FABP Bancshares Board and Reasons for the Merger........................13
Opinion of FABP Bancshares Financial Advisor..............................................13
Conditions to the Merger..................................................................19
No Solicitation...........................................................................21
Conduct of Business of FABP Bancshares Pending the Merger.................................21
Regulatory Approvals......................................................................22
Waiver and Amendment......................................................................22
Termination and Termination Fee...........................................................22
Interests of FABP Bancshares' Directors and Officers in the Merger........................23
Employee Benefits.........................................................................23
Tax Opinion...............................................................................23
Accounting Treatment......................................................................24
Expenses..................................................................................25
New York Stock Exchange Listing...........................................................25
Resales of Synovus Common Stock...........................................................25
DESCRIPTION OF STOCK AND EFFECT OF MERGER ON RIGHTS OF
FABP BANCSHARES SHAREHOLDERS................................................................26
i
Synovus Common Stock......................................................................27
FABP Bancshares Capital Stock.............................................................31
DISSENTERS' RIGHTS..........................................................................33
COMPARATIVE STOCK PRICES AND DIVIDENDS......................................................34
DESCRIPTION OF SYNOVUS......................................................................35
Business..................................................................................35
Management and Additional Information.....................................................35
Recent Developments.......................................................................36
DESCRIPTION OF FABP BANCSHARES..............................................................36
Business..................................................................................36
Market Area...............................................................................37
Lending Activities........................................................................37
Competition...............................................................................37
Employees.................................................................................38
Description of Property...................................................................38
Legal Proceedings.........................................................................39
Certain Relationships and Related Transactions............................................39
Principal Shareholders....................................................................39
REGULATORY MATTERS..........................................................................40
General...................................................................................40
Dividends.................................................................................40
Capital Requirements......................................................................41
Commitments to Subsidiary Banks...........................................................42
Prompt Corrective Action..................................................................42
Safety and Soundness Standards............................................................43
Depositor Preference Statute..............................................................44
Gramm-Leach-Bliley Act....................................................................44
LEGAL MATTERS...............................................................................44
EXPERTS.....................................................................................44
OTHER MATTERS...............................................................................45
SHAREHOLDER PROPOSALS.......................................................................45
WHERE YOU CAN FIND MORE INFORMATION.........................................................45
FORWARD-LOOKING STATEMENTS..................................................................46
PRO FORMA FINANCIAL INFORMATION.............................................................47
APPENDIX A Agreement and Plan of Merger................................................A-1
APPENDIX B Dissenters' Rights Provisions of the Florida Business Corporation Act.......B-1
APPENDIX C Fairness Opinion of The Robinson-Humphrey Company, LLC......................C-1
APPENDIX D Tax Opinion of KPMG LLP.....................................................D-1
ii
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q: Why is the merger being proposed?
A: FABP Bancshares' board of directors believes the merger is in the best
interests of FABP Bancshares and will provide significant benefits to
its shareholders. Synovus' board of directors believes that the
acquisition of FABP Bancshares will offer Synovus the opportunity to
further expand its banking operations in the state of Florida. To review
the background and reasons for the merger in greater detail, see pages
11 through 13.
Q: What will I receive in the merger?
A: FABP Bancshares shareholders will receive between 1.9428 and 2.2582
shares of Synovus common stock for each share of FABP Bancshares common
stock they hold, with the exact exchange ratio to be determined based on
the price of Synovus common stock over a 20-day measurement period
ending five business days prior to the special meeting. Because the
market price of Synovus common stock fluctuates, the value of securities
you will receive will fluctuate on a day-to-day basis.
Synovus will not issue fractional shares in the merger. Instead, FABP
Bancshares shareholders will receive a cash payment, without interest,
for the value of any fraction of a share of Synovus common stock that
they would otherwise be entitled to receive, based upon the closing
price of Synovus common stock on the fifth business day prior to the
effective date of the merger.
Q: What happens as the market price of Synovus common stock fluctuates?
A: The exchange ratio floats. Since the market price of Synovus common
stock fluctuates, at the time you vote you will not know what the
shares will be worth when issued in the merger.
Q: When is the merger expected to be completed?
A: We expect to complete the merger in the fourth quarter of 2001.
Q: What am I being asked to vote upon and what is the required
shareholder vote?
A: You are being asked to approve the merger of FABP Bancshares into
Synovus. Approval of the proposal requires the affirmative vote of
holders of a majority of the shares of outstanding common stock of FABP
Bancshares. FABP Bancshares' board of directors encourages you to vote
at the special meeting. The FABP Bancshares board of directors has
unanimously approved and adopted the merger agreement and recommends
that FABP Bancshares shareholders vote FOR the approval of the merger.
Q: What should I do now?
A: You should read this document carefully and determine whether you desire
to receive the Synovus common stock or to exercise your dissenters'
rights under Florida law.
Q: Should I send in my stock certificates now?
A: No. If the merger is completed, we will send you written instructions
for exchanging your FABP Bancshares common stock certificates for
Synovus common stock certificates.
1
WHO CAN HELP ANSWER YOUR QUESTIONS
If you want additional copies of this document, or if you want to ask
any questions about the merger, you should contact:
FABP Bancshares, Inc.
33 West Garden Street
Pensacola, Florida 32522-7129
Attention: H. Cary McCoy, Corporate Secretary
Telephone: (850) 435-9300
2
SUMMARY
This summary highlights selected information from this document and may not
contain all the information that is important to you. For a more complete
understanding of the merger and for a more complete description of the legal
terms of the merger, you should read this entire document carefully, as well as
the additional documents to which we refer you, including the merger agreement.
The Companies (pages 35 and 36)
Synovus Financial Corp.
Suite 301, One Arsenal Place
901 Front Avenue
Columbus, Georgia 31901
(706) 649-4751
Synovus Financial Corp., a Georgia corporation, is a financial services
company whose stock is traded on the New York Stock Exchange under the symbol
"SNV." Synovus is registered as a bank holding company under the Bank Holding
Company Act of 1956 and became a financial holding company in April 2000. As of
June 30, 2001, Synovus had total assets of approximately $15.7 billion, total
deposits of $11.6 billion, shareholders' equity of $1.6 billion and net loans of
$11.6 billion. Synovus and its 39 commercial banking affiliates presently
provide banking services at approximately 230 offices located in Georgia,
Alabama, Florida and South Carolina. Synovus also provides a variety of other
financial services including mortgage banking, securities brokerage, insurance
agency, equipment leasing and trust services. In addition, Synovus holds an
80.8% interest in Total System Services, Inc. Total System Services, Inc. is an
information technology processor of credit, debit, commercial and retail cards
whose stock is traded on the New York Stock Exchange.
FABP Bancshares, Inc.
33 West Garden Street
Pensacola, Florida 32522-7129
(850) 435-9300
FABP Bancshares is a Florida corporation and a bank holding company.
Through its subsidiary bank, First American Bank of Pensacola, N.A., a national
banking association, FABP Bancshares provides commercial banking services
through a network of six offices in Pensacola, Florida. On June 30, 2001, FABP
Bancshares had total assets of $311 million and total deposits of $249 million.
All references to FABP Bancshares refer to FABP Bancshares, Inc. and its
subsidiary bank, unless the context otherwise requires.
The Merger (page 10)
If the merger is approved by FABP Bancshares' shareholders, FABP Bancshares
will be merged with and into Synovus. In addition, First American Bank of
Pensacola, N.A. will be merged with and into Bank of Pensacola, a subsidiary of
Synovus. The merger requires the approval of the holders of a majority of the
FABP Bancshares common stock outstanding on the record date.
We have attached the merger agreement as Appendix "A" to this document. We
encourage you to read the merger agreement, as it is the legal document that
governs the merger.
FABP Bancshares' Reasons for the Merger (page 13)
In reaching its decision to approve and recommend approval of the merger
agreement, the FABP Bancshares board of directors considered a number of
factors, including the following:
* the value of the consideration to be received by FABP Bancshares
shareholders relative to the book value and earnings per share of FABP
Bancshares common stock;
3
* information concerning the financial condition, results of operations
and business prospects of Synovus;
* the financial terms of recent business combinations in the financial
services industry and a comparison of the multiples of selected
combinations with the terms of the proposed transaction with Synovus
and the potential future impact of a change in the rules relating to
pooling of interests accounting;
* the alternatives to the merger, including remaining an independent
institution;
* the competitive and regulatory environment for financial institutions
generally;
* the fact that the merger will enable FABP Bancshares shareholders to
exchange their shares of FABP Bancshares common stock, in a tax-free
transaction, for shares of common stock of a regional company, the
stock of which is widely held and actively traded; and
* the opinion of The Robinson-Humphrey Company, LLC that the exchange
ratio in the merger is fair, from a financial point of view, to the
shareholders of FABP Bancshares.
Opinion of Financial Advisor (page 13)
FABP Bancshares asked its financial advisor, The Robinson-Humphrey Company,
LLC, for advice on the fairness, from a financial point of view, of the exchange
ratio in the merger to FABP Bancshares' shareholders. Robinson-Humphrey has
delivered its written opinion to the FABP Bancshares board that as of June 28,
2001, the date the FABP Bancshares board approved the merger agreement, the
exchange ratio was fair, from a financial point of view, to the shareholders of
FABP Bancshares. The opinion is attached Appendix "C" to this proxy
statement/prospectus. You should read this opinion completely to understand the
procedures followed, assumptions made, matters considered and limitations of the
review undertaken by Robinson-Humphrey. Robinson-Humphrey's opinion is addressed
to the FABP Bancshares board and does not constitute a recommendation to any
shareholder as to how to vote with respect to matters relating to the proposed
merger.
FABP Bancshares Special Shareholders' Meeting (page 8)
The special meeting will be held at the main office of First American
Bank of Pensacola located at 33 West Garden Street, Pensacola, Florida 32522 on
_____________, 2001, at 6:00 p.m. local time.
Conditions to the Merger (page 19)
Consummation of the merger is subject to various conditions, including:
* receipt of FABP Bancshares shareholder approval;
* receipt of the necessary regulatory approvals;
* receipt of an opinion from KPMG regarding tax aspects of the merger;
* receipt of a letter from KPMG stating that the merger qualifies for
pooling of interests accounting treatment; and
* satisfaction of other customary closing conditions.
The regulatory approvals necessary to consummate the merger and the other
transactions contemplated by the merger agreement include the approval of the
Board of Governors of the Federal Reserve System, the Georgia Department of
Banking and Finance, the Florida Department of Banking and Finance and the FDIC.
The merger has been approved by the Federal Reserve Board, the FDIC and the
Georgia Department of Banking and Finance but has not yet been approved by the
Florida Department of Banking and Finance.
4
Accounting Treatment (page 24)
We expect the merger to qualify as a "pooling of interests," which means
that we will treat our companies as if they had always been one company for
accounting and financial reporting purposes. Synovus has the right not to
complete the merger if KPMG, Synovus' independent public accountants, fails to
provide Synovus with a letter stating that the merger will qualify as a pooling
of interests.
Tax Opinion (page 23)
The merger is structured so that FABP Bancshares shareholders generally
will not recognize gain or loss for federal income tax purposes for the whole
shares of Synovus common stock they receive in the merger. KPMG has issued an
opinion to this effect, which is attached to this document as Appendix "D." FABP
Bancshares shareholders will be taxed on cash received instead of any fractional
share of Synovus common stock. Tax matters are complicated, and tax results may
vary among shareholders. We urge you to contact your own tax advisor to
understand fully how the merger will affect you.
Effective Date of Merger (page 10)
The merger will become effective when all of the conditions to the merger
have been satisfied and Articles of Merger are filed with the Florida Secretary
of State and the Georgia Secretary of State. Subject to the conditions specified
in the merger agreement, the parties anticipate that the merger will become
effective in the fourth quarter of 2001. There can be no assurances, however, as
to whether or when the merger will occur.
Dissenters' Rights (page 33)
Holders of FABP Bancshares common stock are entitled to dissent from the
merger under Florida law and, if the merger is consummated, to receive payment
in cash for the fair value of their shares, upon compliance with the dissenters'
rights provisions of the Florida Business Corporation Act. To preserve these
rights, a shareholder must not vote in favor of the merger and must deliver to
FABP Bancshares a written notice of intent to demand payment for such
shareholder's shares before the vote on the merger at the special meeting of
FABP Bancshares shareholders. The delivery of a proxy or vote against the merger
is not considered such a notice. Failure to follow required procedures may
result in the loss of statutory dissenters' rights.
Interests of Certain Persons in the Merger (page 23)
Certain executive officers of FABP Bancshares have interests in the merger
that are different from your interests. Thomas B. Carter, Chairman and President
of FABP Bancshares, and H. Cary McCoy, Executive Vice President of FABP
Bancshares, will enter into employment agreements with Synovus providing for
their employment with Synovus as President and as an Executive Vice President,
respectively, of Bank of Pensacola for three years following the merger. The
Board of Directors of FABP Bancshares was aware of these interests and took them
into account in approving the merger agreement.
Termination of the Merger Agreement (page 22)
Either FABP Bancshares or Synovus may terminate the merger agreement under
the following circumstances, among others:
* the mutual consent of Synovus and FABP Bancshares;
* the merger is not completed before December 31, 2001, unless the
failure to consummate by this time is due to a breach of the merger
agreement by the party seeking to terminate; or
* failure of any of the conditions set forth in the merger agreement
unless the failure is due to a breach of the merger agreement by the
party seeking to terminate.
5
Also, FABP Bancshares may terminate the merger agreement if the average
closing price of Synovus common stock during the 20 consecutive day trading
period ending on the fifth business day before the special meeting is less than
$25.00.
No Solicitation (page 21)
FABP Bancshares has agreed that until the completion of the merger, FABP
Bancshares will not directly or indirectly take any specified actions with
respect to any acquisition proposal. However, notwithstanding these
restrictions, FABP Bancshares may, if necessary to comply with its fiduciary
obligations and subject to other qualifications and conditions, furnish
information and engage in discussions or negotiations in response to unsolicited
acquisition proposals.
Effect of Merger on Rights of FABP Bancshares Shareholders (page 26)
FABP Bancshares is a Florida corporation and, therefore, the rights of
shareholders of FABP Bancshares currently are determined by reference to the
Florida Business Corporation Act and FABP Bancshares' Articles of Incorporation
and bylaws. At the effective time of the merger, shareholders of FABP Bancshares
will become shareholders of Synovus, which is a Georgia corporation. As a
result, their rights as shareholders of Synovus will then be determined by
reference to the Georgia Business Corporation Code and Synovus' Articles of
Incorporation and bylaws. The laws of these jurisdictions vary. There are also
various differences between Synovus' Articles of Incorporation and bylaws and
FABP Bancshares' Articles of Incorporation and bylaws.
Market Price Information (page 34)
Synovus common stock is listed on the NYSE under the symbol "SNV." On
September 30, 2001, there were 271 holders of record of FABP Bancshares common
stock. No established trading market for FABP Bancshares common stock exists.
Transactions in FABP Bancshares common stock are infrequent and are negotiated
privately between the persons involved in these transactions. These transactions
are not reported on an exchange or other organized trading system. For these
reasons, FABP Bancshares lacks reliable data regarding recent trading activity
in FABP Bancshares common stock. To the knowledge of management of FABP
Bancshares, the last transaction in FABP Bancshares common stock occurred on
June 8, 2001 at a price of $35.00 per share.
The following table presents, for June 28, 2001 and ___________, 2001:
* the last reported sale price of one share of Synovus common stock, as
reported on the NYSE Composite Transaction Tape;
* the most recent sales price of FABP Bancshares common stock to the
knowledge of management of FABP Bancshares; and
* the equivalent per share price of FABP Bancshares common stock, giving
effect to the merger.
June 28, 2001 was the last full trading day before the public announcement
of the proposed merger, and _____________, 2001, was the last day for which such
information could be calculated before the date of this document. The equivalent
price per share data for FABP Bancshares common stock has been determined by
multiplying the last reported sale price of one share of Synovus common stock on
each of these dates by the exchange ratio assuming that the average closing
price equals the closing price on the date indicated.
Equivalent Price Per
Synovus FABP Bancshares(1) Share of FABP Bancshares
Date Common Stock Common Stock Common Stock
----- ------------ ------------ ------------
June 28, 2001 $31.77 $35.00 $62.89
_______, 2001 $_____ $ ___ $-----
(1) Represents the most recent transaction in the common stock of FABP
Bancshares, to the knowledge of FABP Bancshares, which occurred on June
8, 2001.
6
SELECTED FINANCIAL DATA OF SYNOVUS FINANCIAL CORP.
The following table shows summary historical financial data for Synovus.
The information in the following table was derived from historical financial
information contained in annual and quarterly reports and other information
Synovus has filed with the SEC. When you read the summary financial information
provided in the following table, you should also read the historical financial
information contained in the annual and quarterly reports Synovus has filed with
the SEC. See "Where You Can Find More Information" on page 45.
Six Months
Year Ended December 31, Ended June 30,
-------------------------------------------------------- ----------------------
1996(1) 1997 1998 1999 2000 2000 2001
--------- -------- ----------- -------- ----------- --------- -----------
(in thousands, except per share data)
Income Statement Data:
Total revenues (2)..........$ 821,793 $ 927,398 $1,035,979 $1,251,857 $1,395,064 $684,756 $756,173
Net interest income.......... 386,350 425,920 455,065 513,294 562,332 278,549 300,301
Provision for losses on
loans........................ 32,411 32,485 26,882 34,007 44,341 23,623 24,157
Non-interest income.......... 435,443 501,412 582,213 739,765 833,513 406,179 456,718
Non-interest expense......... 563,496 627,834 706,371 869,737 923,274 459,314 491,179
Net income................... 144,174 170,829 196,465 225,307 262,557 123,144 147,500
Per Share Data:
Net income - basic........... 0.54 0.63 0.72 0.80 0.93 0.44 0.51
Net income - diluted......... 0.53 0.63 0.71 0.80 0.92 0.43 0.50
Cash dividends declared...... 0.19 0.24 0.29 0.36 0.44 0.22 0.26
Book value................... 3.02 3.50 3.99 4.35 4.98 4.56 5.34
Balance Sheet Data:
Investment securities........ 1,685,672 1,702,681 1,877,473 1,993,957 2,077,928 2,029,580 2,065,125
Loans, net of unearned
income..................... 6,188,882 6,752,154 7,603,605 9,068,239 10,751,887 10,071,234 11,604,690
Deposits..................... 7,395,732 7,928,211 8,797,412 9,440,087 11,161,710 10,132,131 11,561,515
Long-term debt............... 100,415 131,492 131,802 318,620 840,859 571,205 910,940
Shareholders' equity......... 812,296 937,222 1,111,917 1,226,669 1,417,171 1,294,165 1,550,559
Average total shareholders'
equity..................... 757,302 865,232 1,013,334 1,165,426 1,303,634 1,265,014 1,485,615
Average total assets......... 8,355,951 9,067,237 9,827,925 11,438,696 13,466,385 12,946,650 14,994,243
Performance Ratios and Other
Data:
Return on average assets..... 1.73% 1.88% 2.00% 1.97% 1.95% 1.91% 1.98%
Return on average equity..... 19.04 19.74 19.39 19.33 20.14 19.58 20.02
Net interest margin.......... 5.19 5.28 5.23 5.07 4.70 4.86 4.58
Efficiency ratio (3)......... 58.36 56.45 58.01 58.15 55.35 57.65 54.46
Dividend payout ratio (4).... 36.62 38.10 41.52 43.78 47.76 51.00 50.20
Average shareholders' equity
to average assets.......... 9.06 9.54 10.31 10.19 9.68 9.77 9.91
Average shares outstanding -
basic........................ 268,271 269,285 272,416 280,016 283,552 282,810 289,018
Average shares outstanding -
diluted.................... 272,594 273,152 277,223 283,355 286,882 285,776 294,741
-----------------
(1) The selected financial data for 1996 reflects the impact of a special
assessment by the Federal Deposit Insurance Corporation. Without the
special assessment, net income would have been $146,970,000 and
diluted net income per share would have been $.57.
(2) Consists of net interest income and non-interest income, excluding
securities gains (losses).
(3) For the banking operations segment.
(4) Determined by dividing dividends declared (excluding pooled
subsidiaries) by consolidated net income.
7
THE SPECIAL MEETING
We are furnishing this document to shareholders of FABP Bancshares in
connection with the solicitation of proxies by the board of directors of FABP
Bancshares for use at the special meeting of its shareholders.
Date, Time and Place
The special meeting will be held at the main office of First American Bank
of Pensacola located at 33 West Garden Street, Pensacola, Florida 32522 on
_____________ 2001, at 6:00 p.m. local time.
Matters to Be Considered at the Special Meeting
At the special meeting, the shareholders of FABP Bancshares will be asked
to consider and vote upon the approval of the merger, and such other matters as
may properly be brought before the special meeting.
The FABP Bancshares board has unanimously approved the merger agreement and
the transactions contemplated by the merger agreement and recommends that you
vote "FOR" approval of the merger.
Record Date; Stock Entitled to Vote; Quorum
Only holders of record of FABP Bancshares common stock at the close of
business on ________________, 2001, the record date for FABP Bancshares special
meeting, are entitled to receive notice of the special meeting and to vote at
the special meeting. Holders of record of shares of FABP Bancshares common stock
on the record date are each entitled to one vote per share on each matter to be
considered at the special meeting.
On the record date, 1,567,510 shares of FABP Bancshares common stock were
issued and outstanding and were held by 271 holders of record.
A majority of all the issued and outstanding shares of FABP Bancshares
common stock, present in person or by proxy, will constitute a quorum for the
special meeting.
Vote Required
The approval of the merger requires the affirmative vote of the holders of
a majority of the outstanding shares of FABP Bancshares common stock.
The merger does not require the approval of Synovus' shareholders. Synovus'
board of directors approved the merger on June 28, 2001.
Stock Ownership of FABP Bancshares Directors and Executive Oficers
At the close of business on the record date, the directors and executive
officers of FABP Bancshares beneficially owned and were entitled to vote
approximately 969,827 shares of FABP Bancshares common stock. This ownership
represents approximately 61.6% of the shares of FABP Bancshares common stock
outstanding on that date.
Voting of Proxies
Shares represented by all properly executed proxies received in time for
the special meeting will be voted at the special meeting according to the voting
instructions of the shareholder who executed the proxy. Properly executed
proxies which do not contain voting instructions will be voted in favor of the
merger.
FABP Bancshares intends to count shares of FABP Bancshares common stock
present in person at the special meeting but not voting, and shares of FABP
Bancshares common stock for which proxies are received but with respect to which
holders of shares have abstained from voting on or voted against any matter, as
present at the special meeting for purposes of determining the presence or
absence of a quorum for the special meeting.
8
For voting purposes at the special meeting, only shares voted in favor of
approval of the merger will be counted as favorable votes for such approval and
adoption. A shareholder's failure to submit a proxy, failure to vote in person,
or abstention from voting with respect to the approval of the merger will have
the same effect as if the shareholder voted against approval of the merger.
Shares held in street name that have been designated by brokers on proxy
cards as not voted with respect to the merger ("broker non-votes") will not be
counted as votes cast on the merger. Shares with respect to which proxies have
been marked as abstentions also will not be counted as votes cast on the merger.
Shares with respect to which proxies have been marked as abstentions and broker
non-votes will, however, be treated as shares present for purposes of
determining whether a quorum is present.
The proposal to adopt the merger agreement is a non-discretionary item,
meaning that brokerage firms may not vote shares in their discretion on behalf
of a client if the client has not furnished voting instructions. Because the
merger must be approved by the holders of a majority of the outstanding shares
of FABP Bancshares common stock, abstentions and broker non-votes will have the
same effect as a vote against the merger at the meeting. Accordingly, the FABP
Bancshares board urges FABP Bancshares shareholders to complete, date and sign
the accompanying proxy and return it promptly in the enclosed postage prepaid
envelope.
We do not expect that any matters other than the proposal to approve the
merger will be brought before the special meeting. However, if other matters are
properly presented for a vote, the persons named as proxies will vote in
accordance with their judgment with respect to those matters.
The persons named as proxies by a FABP Bancshares shareholder may propose
and vote for one or more adjournments of the special meeting to permit further
solicitations of proxies in favor of approval of the merger. However, the
persons named as proxies will not vote any shares which are voted against the
approval of the merger in favor of such an adjournment.
Revoking Proxies
FABP Bancshares shareholders of record may revoke their proxies at any time
before the time their proxies are voted at the special meeting. A shareholder
may revoke a proxy by taking any of the following actions:
* sending a written notice indicating his or her intention to revoke the
proxy, including by telegram or facsimile, to the Corporate Secretary
of FABP Bancshares;
* submitting a later-dated signed proxy; or
* attending the special meeting and voting or abstaining from voting in
person.
Attendance at the special meeting alone without voting or abstaining from
the vote on the merger will not revoke a proxy. Any written notice of a
revocation of a proxy must be sent so that it will be delivered to the Corporate
Secretary of FABP Bancshares, at FABP Bancshares' main office, before the voting
begins at the special meeting.
Proxy Solicitation
FABP Bancshares will pay the costs of printing this document and all
other costs of soliciting proxies. In addition to solicitation by mail, the
directors, officers and employees of FABP Bancshares may solicit proxies from
shareholders of FABP Bancshares by telephone or by other means of communication.
Such directors, officers and employees will not be additionally compensated but
may be reimbursed for reasonable out-of-pocket expenses in connection with such
solicitation.
Recommendation of the FABP Bancshares Board
The FABP Bancshares board has unanimously adopted the merger agreement
and believes that the proposed transaction is fair to and in the best interests
of FABP Bancshares and its shareholders. The FABP
9
Bancshares board unanimously recommends that FABP Bancshares shareholders vote
"FOR" approval of the merger.
THE MERGER
The following is a description of the material information pertaining to
the merger. This description is qualified in its entirety by reference to the
full text of the merger agreement, a copy of which is attached as Appendix "A"
to this document and is incorporated by reference. All shareholders are urged to
read carefully the merger agreement, as well as the other appendices, in their
entirety.
The boards of directors of Synovus and FABP Bancshares have approved,
and the proper officers of Synovus and FABP Bancshares have executed and
delivered, the merger agreement.
Terms of the Merger
On the effective date of the merger, which will be specified in the
Articles of Merger to be filed with the Florida Secretary of State and the
Georgia Secretary of State, each issued and outstanding share of FABP Bancshares
common stock will be converted into the right to receive between 1.9428 and
2.2582 shares of Synovus common stock. The exact exchange ratio will be
determined based on the average closing price of Synovus common stock during the
20-day period ending five business days before the special meeting.
The following table provides examples of the operation of the exchange
ratio. The first column shows various possible average closing prices of Synovus
common stock. The second column shows the exchange ratio which would be
applicable based on the corresponding price of Synovus stock. The exchange ratio
is the number of shares of Synovus common stock which will be issued in exchange
for each share of FABP Bancshares common stock. The third column shows the
dollar value of the Synovus common stock, valued at the average closing price of
Synovus common stock during the measurement period, which FABP Bancshares
shareholders will be entitled to receive in exchange for each share of FABP
Bancshares common stock owned.
Average Closing Price
of Synovus Common Stock
During Measurement
Period Exchange Ratio Equivalent Price Per FABP Share
------------------------- --------------------- --------------------------------
$33.00 or above 1.9428 64.11 or above
32.50 1.9574 63.62
32.00 1.9724 63.12
31.50 1.9879 62.62
31.00 2.0200 62.62
30.50 2.0531 62.62
30.00 2.0873 62.62
29.50 2.1227 62.62
29.00 2.1593 62.62
28.50 2.1972 62.62
28.00 2.2168 62.07
27.50 2.2372 61.52
27.00 or below 2.2582 60.97 or below
If the average closing price of Synovus common stock during the 20
consecutive day trading period ending five business days before the special
meeting is less than $25.00 per share, the board of directors of FABP Bancshares
may terminate the merger agreement.
You should obtain current stock price quotations for Synovus common stock.
The market price of Synovus common stock will fluctuate before and after
completion of the merger. You will not know when you vote on the merger
precisely what the shares of Synovus common stock will be worth when issued in
the merger.
10
After the effective date of the merger, outstanding certificates
representing shares of FABP Bancshares common stock will represent shares of
Synovus common stock. Certificates representing shares of FABP Bancshares common
stock may be surrendered to Synovus by the FABP Bancshares shareholders on or
after the effective date of the merger for new certificates representing shares
of Synovus common stock. Until so surrendered to Synovus, the certificates which
previously represented shares of FABP Bancshares common stock will be deemed for
all corporate purposes to evidence the ownership of the respective number of
shares of Synovus common stock which the holders are entitled to receive upon
their surrender to Synovus except for the payment of dividends, which is subject
to the exchange of stock certificates.
Until the stock certificates nominally representing shares of FABP
Bancshares common stock are surrendered to Synovus in exchange for certificates
representing shares of Synovus common stock, no dividends payable as of any date
after the effective date of the merger on the shares of Synovus common stock
represented by the FABP Bancshares common stock certificates will be paid.
However, Forms 1099 reporting the payment of such dividends will be filed with
the Internal Revenue Service and mailed to each shareholder. Upon the surrender
to Synovus of the FABP Bancshares common stock certificates, Synovus will pay to
the record holders the amount of dividends which previously had become payable,
without interest, upon the shares of Synovus common stock represented by the
outstanding FABP Bancshares common stock certificates.
Synovus will not issue fractional shares of Synovus common stock in the
merger. Instead, Synovus will pay cash, without interest, in lieu of fractional
shares, in an amount equal to such fractional part of a share of Synovus common
stock multiplied by the closing price per share of Synovus common stock on the
fifth business day immediately preceding the effective date of the merger.
The delivery of Synovus stock certificates and other amounts may be subject
to forfeiture under applicable escheat laws if FABP Bancshares stock
certificates are not surrendered for exchange within the legally specified
periods of time, which vary with the state of residence of the certificate
holder. Therefore, we urge all FABP Bancshares shareholders to surrender their
FABP Bancshares stock certificates at the earliest possible date after
consummation of the merger in accordance with instructions provided to you by
Synovus in the letter of transmittal described in the following paragraph.
As soon as practicable following consummation of the merger, Synovus will
send each shareholder of FABP Bancshares common stock a letter of transmittal
explaining the procedure to be followed in exchanging certificates representing
shares of FABP Bancshares common stock for certificates representing shares of
Synovus common stock. Until the letter of transmittal is received, shareholders
of FABP Bancshares should continue to hold their certificates representing
shares of FABP Bancshares common stock. Do not send any FABP Bancshares stock
certificates with your proxy card.
After the effective date of the merger, each outstanding FABP Bancshares
stock option will be converted into an option to acquire shares of Synovus
common stock. The exercise price of the converted options and the number of
shares subject to the converted options will be adjusted in accordance with the
exchange ratio.
Background of the Merger
From time to time since First American Bank of Pensacola, N.A. became an
independent bank in January 1992, several larger financial institutions have
shown varying levels of interest in acquiring it. Informal inquiries from these
potential acquirors were made, but because the business plan of FABP Bancshares
was to build an independent bank that could compete with the regional holding
companies and provide shareholders above-average rates of return these inquiries
were rejected by the FABP Bancshares board. However, in October 1999, the FABP
Bancshares board voted to determine whether any genuine interest existed in
acquiring the company. The primary reason for the board's decision was the
highly publicized proposed elimination of the pooling of interests accounting
method often used in connection with bank mergers. The board believed that it
was in the company's and its shareholders' best interests to explore a sale, as
the future value of the company might be impaired as a result of this proposed
accounting change. Accordingly, the board engaged an investment banking firm to
assist in examining the company's strategic alternatives. In early 2000, FABP
Bancshares was contacted by Synovus regarding the possible acquisition of the
company by Synovus. Although FABP Bancshares and Synovus engaged in preliminary
negotiations, the parties did not reach an agreement on price at that time and
those discussions were terminated.
11
In early 2000, after receiving no other suitable offers, the board ceased
efforts to explore the sale of FABP Bancshares. The board redirected its
attention to the long-term success of the company as an independent institution,
and approved substantial enhancements to the company's operating systems and
approved significant investments in fixed assets and personnel.
On June 4, 2001, Mr. Thomas B. Carter, President of First American,
received an unsolicited telephone call from Luther Taylor, President of Bank of
Pensacola, a Synovus affiliate bank. Mr. Taylor asked if the FABP Bancshares
board would consider an offer to acquire the company. Mr. Carter indicated that
while the board had abandoned the strategy of pursuing a sale of the company, he
believed the board would consider an offer. Mr. Taylor stated that he would
relay that information to Synovus' management.
Mr. Taylor called Mr. Carter on June 6, 2001 to arrange a meeting with Mr.
Richard E. Anthony, Vice Chairman of the board of directors of Synovus. This
meeting took place on June 7, 2001 at Pensacola Aviation Center at Pensacola
Regional Airport. Mr. Carter indicated to Mr. Anthony that while the FABP
Bancshares board was no longer seeking a sale of the company, he would
communicate any genuine offer made by Synovus to the FABP Bancshares board. Mr.
Carter suggested to Mr. Anthony that if an offer were to be made, it should be
Synovus' final and best offer, because neither he nor the FABP Bancshares board
would likely be interested in protracted negotiations as they had learned from
past experiences that those negotiations tend to negatively affect morale and
productivity at First American. It was also noted by the parties to this meeting
that the pooling-of-interests accounting method which Synovus desired to use in
this transaction would be unavailable after June 30, 2001, and that expediency
was therefore required to meet that deadline. The meeting ended with Mr. Anthony
informing Mr. Carter that FABP Bancshares would be contacted shortly concerning
an offer, as he believed the two institutions shared similar values and culture.
On June 14, 2001, Mr. Taylor contacted Mr. Carter and reported that Synovus
was prepared to present a letter of intent containing the basic financial terms
of Synovus' offer. Mr. Carter went to Bank of Pensacola, Synovus' Pensacola
banking subsidiary, and met with Mr. Taylor and with Mr. Robert C. Fair and Mr.
Joseph R. Youd, both executive officers of Bank of Pensacola. H. Cary McCoy, an
executive officer of FABP Bancshares, was also present at the meeting. At that
meeting, the letter of intent was presented and reviewed. Mr. Carter stated he
would call a special meeting of the FABP Bancshares board of directors to
consider the offer. He also invited Synovus representatives to attend the
meeting to answer any questions that might arise.
A special board meeting of FABP Bancshares was held on June 18, 2001 at
5:00 p.m. Representatives of Synovus attended a portion of the meeting. After a
lengthy discussion, the board approved the general business terms contained in
the letter of intent and directed Mr. Carter to engage Smith, Gambrell &
Russell, LLP, as legal counsel to assist in negotiating a definitive merger
agreement. The board also authorized Mr. Carter to engage an appropriate
nationally recognized investment banking firm to render a fairness opinion on
the financial terms of this transaction should an acceptable definitive
agreement be negotiated.
From June 18, 2001 until June 27, 2001, the parties negotiated the terms of
a definitive merger agreement. While these negotiations were occurring, Synovus
completed its on-site due diligence review of FABP Bancshares.
On June 28, 2001, the FABP Bancshares board met to consider and vote upon
the entering into of the definitive merger agreement with Synovus.
Representatives from Smith, Gambrell and The Robinson-Humphrey Company, LLC (now
SunTrust Robinson Humphrey Equity Capital Markets) were present at the board
meeting. Robinson-Humphrey had been engaged as FABP Bancshares' financial
advisor to provide its opinion of the fairness of the proposed transaction to
FABP's shareholders from a financial point of view. Representatives of Smith,
Gambrell reviewed the terms of the Merger Agreement in detail. Representatives
of Robinson-Humphrey delivered their written opinion that the exchange ratio was
fair, from a financial point of view, to the shareholders of FABP Bancshares and
reviewed in detail the methodology used in arriving at that opinion. Following
discussion among the directors of the terms of the merger, the board unanimously
voted to approve the Merger Agreement. The board authorized Mr. Carter to sign
the Merger Agreement on behalf of the company and to take such actions as were
deemed necessary to consummate the merger, subject to the approval of FABP
Bancshares shareholders and bank regulatory agencies.
12
Recommendation of FABP Bancshares Board and Reasons for the Merger
On June 28, 2001, the board of directors of FABP Bancshares unanimously
approved and adopted the merger agreement. The board of directors of FABP
Bancshares believes that the merger and the terms and provisions of the merger
agreement are fair to and in the best interests of FABP Bancshares shareholders.
The board of directors of FABP Bancshares unanimously recommends that you vote
to approve the merger.
In reaching its decision to adopt and recommend approval of the merger
agreement, the board of directors of FABP Bancshares considered a number of
factors, including the following:
* the value of the consideration to be received by FABP Bancshares
shareholders relative to the book value and earnings per share of FABP
Bancshares common stock;
* information concerning the financial condition, results of operations
and business prospects of Synovus;
* the financial terms of recent business combinations in the financial
services industry and a comparison of the multiples of selected
combinations with the terms of the proposed transaction with Synovus
and the potential future impact of a change in the rules relating to
pooling of interests accounting;
* the alternatives to the merger, including remaining an independent
institution;
* the competitive and regulatory environment for financial institutions
generally;
* the fact that the merger will enable FABP Bancshares shareholders to
exchange their shares of FABP Bancshares common stock, in a tax-free
transaction, for shares of common stock of a regional company, the
stock of which is widely held and actively traded; and
* the opinion of The Robinson-Humphrey Company that the exchange ratio
is fair, from a financial point of view, to the shareholders of FABP
Bancshares.
The foregoing discussion of the information and factors considered by the
FABP Bancshares board is not intended to be exhaustive, but includes the
material factors considered. In view of the variety of factors considered in
connection with its evaluation of the merger and the offer price, the FABP
Bancshares board did not find it practicable to, and did not, quantify or
otherwise assign relative weight to the specific factors considered in reaching
its determinations and recommendations, and individual directors may have given
differing weight to different factors.
Each member of the Board of Directors of FABP Bancshares has indicated that
he or she intends to vote his or her shares of FABP Bancshares common stock in
favor of the merger.
FABP BANCSHARES' BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT FABP
BANCSHARES SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.
Management of Synovus believes that the merger will provide Synovus with
expanded market share opportunities for profitable long-term growth and result
in the integration of a well-suited and positioned banking organization into
Synovus' existing organization.
Opinion of FABP Bancshares' Financial Advisor
FABP Bancshares engaged The Robinson-Humphrey Company, LLC to act as its
financial advisor in connection with the proposed merger. At the June 28, 2001
meeting of the FABP Bancshares board of directors, representatives of
Robinson-Humphrey reviewed its financial analysis of the proposed merger with
the board and delivered its written opinion to the effect that, as of that date
and based upon and subject to the matters described in the opinion, the exchange
ratio in the proposed merger was fair, from a financial point of view, to the
shareholders of FABP Bancshares. No limitations were imposed by the FABP
Bancshares board upon Robinson-Humphrey with respect to the investigation made
or the procedures followed by Robinson-Humphrey in rendering its opinion.
13
The full text of Robinson-Humphrey's written opinion dated June 28, 2001,
which describes the assumptions made, procedures followed, matters considered
and limitations on the review undertaken in connection with the opinion, is
attached as Appendix "C" and is incorporated herein by reference. You are urged
to read this opinion in its entirety.
Robinson-Humphrey's opinion is addressed to the board of directors of FABP
Bancshares and relates only to the fairness, from a financial point of view, of
the exchange ratio to the shareholders of FABP Bancshares, and does not
constitute a recommendation to any shareholder as to how to vote with respect to
matters relating to the proposed merger. The summary of Robinson-Humphrey's
opinion appearing below is qualified in its entirety by reference to the full
text of its opinion, which is attached as Appendix "C."
Material and Information Considered with Respect to the Proposed Merger
In arriving at its opinion, Robinson-Humphrey:
* reviewed the merger agreement and exhibits thereto;
* reviewed and analyzed certain publicly available information
concerning FABP Bancshares and Synovus which Robinson-Humphrey
believed to be relevant to its inquiry;
* reviewed and analyzed financial and operating information with respect
to the business, operations and prospects of FABP Bancshares furnished
to Robinson-Humphrey by FABP Bancshares;
* reviewed and analyzed a comparison of the historical financial results
and present financial condition of FABP Bancshares with those of
publicly traded companies which Robinson-Humphrey deemed relevant;
* reviewed and analyzed a comparison of the financial terms of the
proposed merger with the publicly available financial terms of other
recent transactions which Robinson-Humphrey deemed relevant;
* conducted discussions with the management of FABP Bancshares
concerning its business, operations, assets, liabilities, present
condition and future prospects and the potential strategic benefits
expected by the management of FABP Bancshares to result from a
combination of the businesses of Synovus and FABP Bancshares; and
* reviewed such other studies, analyses and investigations and took into
account such other matters as Robinson-Humphrey deemed appropriate.
In rendering its opinion, Robinson-Humphrey assumed and relied upon,
without independent verification, the accuracy and completeness of the financial
and other information discussed with or reviewed by Robinson-Humphrey in
arriving at its opinion. With respect to the financial forecasts provided to or
discussed with Robinson-Humphrey, Robinson-Humphrey assumed, without independent
verification or investigation, that such forecasts had been reasonably prepared
on bases reflecting the best currently available information, estimates and
judgments of the management of FABP Bancshares as to its future financial
performance. In arriving at its opinion, Robinson-Humphrey did not conduct a
physical inspection of the properties and facilities of FABP Bancshares and did
not make nor obtain any evaluations or appraisals of the assets or liabilities
(including, without limitation, any potential environmental liabilities),
contingent or otherwise, of FABP Bancshares. FABP Bancshares did not authorize
Robinson-Humphrey to solicit, and Robinson-Humphrey did not solicit, any
indications of interest from any third party with respect to the purchase of all
or a part of FABP Bancshares' business. Robinson-Humphrey also assumed the
following:
* that the proposed merger would be consummated in accordance with the
terms of the merger agreement;
* that the proposed merger will be accounted for as a pooling of
interests under generally accepted accounting principles and will be
treated as a tax-free reorganization for federal income tax purposes;
and
14
* that all material governmental, regulatory or other consents and
approvals necessary for the consummation of the proposed merger will
be obtained without any adverse effect on FABP Bancshares or Synovus,
or on the expected benefits of the proposed merger.
Robinson-Humphrey's opinion is necessarily based upon market, economic and
other conditions as they may have existed and could be evaluated as of June 28,
2001. Robinson-Humphrey expressed no opinion as to the underlying valuation,
future performance or long-term viability of FABP Bancshares or Synovus.
Robinson-Humphrey does not have any obligation to update or revise its opinion.
In connection with the preparation of its fairness opinion,
Robinson-Humphrey performed financial and comparative analyses, the material
portions of which are summarized below. The summary set forth below includes the
financial analyses used by Robinson-Humphrey and deemed to be material, but does
not purport to be a complete description of the analyses performed by
Robinson-Humphrey in arriving at its opinion. The preparation of a fairness
opinion involves various determinations as to the most appropriate and relevant
methods of financial analysis and the application of those methods to the
particular circumstances, and, therefore, such an opinion is not readily
susceptible to partial analysis or summary description. In addition,
Robinson-Humphrey believes that its analyses must be considered as an integrated
whole, and that selecting portions of such analyses and the factors considered
by it, without considering all of such analyses and factors, could create a
misleading or incomplete view of the process underlying its analyses set forth
in the opinion.
In performing its analyses, Robinson-Humphrey made numerous assumptions
with respect to industry and economic conditions, many of which are beyond the
control of FABP Bancshares or Synovus. Any estimates contained in such analyses
are not necessarily indicative of actual past or future results or values, which
may be significantly more or less favorable than as set forth therein. Estimates
of values of companies do not purport to be appraisals or necessarily to reflect
the price at which such companies may actually be sold, and such estimates are
inherently subject to substantial uncertainty. No company, business or
transaction used in such analyses as a comparison is identical to FABP
Bancshares, Synovus, their respective businesses or the proposed merger, and an
evaluation of the results of those analyses is not entirely mathematical.
Rather, the analyses involve complex considerations and judgments concerning
financial and operating characteristics and other factors that could affect the
acquisition, public trading or other values of the companies, businesses or
transactions analyzed.
Robinson-Humphrey's opinion and financial analyses were only one of many
factors considered by FABP Bancshares' board in its evaluation of the proposed
merger and should not be viewed as determinative of the views of FABP
Bancshares' board or management with respect to the proposed merger or the
exchange ratio in the proposed merger. The type of consideration and the
exchange ratio in the proposed merger was determined through direct negotiation
between FABP Bancshares and Synovus. The decision to enter into the proposed
merger was solely that of the FABP Bancshares board.
The following is a summary of the material financial analyses presented by
Robinson-Humphrey to the FABP Bancshares board in connection with its opinion.
Analysis of Selected Publicly Traded Reference Companies
Reference company analysis analyzes a company's operating performance
relative to a reference group of publicly traded companies. Based on relative
performance and outlook for a company, this analysis enables an implied
unaffected market trading value to be determined. Robinson-Humphrey analyzed the
financial and stock market information for the following selected publicly
traded bank holding companies with less than $1 billion in assets operating in
Alabama, Georgia and Florida:
* ABC Bancorp
* Auburn National Bancorporation, Inc.
* CCF Holding Company
* CNB Florida Bancshares, Inc.
* Colony Bankcorp, Inc.
* Commercial Bankshares, Inc.
15
* Community First Banking Company
* Eufaula BancCorp, Inc.
* Fidelity National Corporation
* First Southern Bancshares, Inc.
* FLAG Financial Corporation
* Florida Banks, Inc.
* GB&T Bancshares, Inc.
* Golden Isles Financial Holdings, Inc.
* Gulf West Banks, Inc.
* Habersham Bancorp
* The Peoples BancTrust, Inc.
* Pinnacle Bancshares, Inc.
* Pointe Financial Corporation
* Savannah Bancorp, Inc.
* South Alabama Bancorporation, Inc.
* Summit Bank Corporation
* TIP Financial Corp.
For the each of the reference companies, Robinson-Humphrey reviewed and
analyzed, among other things, market price as a multiple of:
* latest twelve months earnings per share ("EPS")
* book value per share
All multiples were based on closing stock prices as of June 27, 2001. The
following table sets forth the multiples indicated by this analysis for the
reference companies as of June 27, 2001:
Average Median
------- -------
Selected Companies' Market Price to:
Latest Twelve Months EPS 15.01x 13.22x
Book Value Per Share 1.31x 1.12x
Robinson-Humphrey then applied the average multiples resulting from the
analysis above to the values for FABP Bancshares for the latest twelve months
EPS, and book value per share as of March 31, 2001. This analysis yielded
implied equity values per share for FABP Bancshares of approximately $43.99 and
$22.05, respectively. These implied equity values per share were compared to the
implied equity value per share for FABP Bancshares as of June 27, 2001 of
$64.43. The implied equity value per share for FABP Bancshares was calculated
using the closing price of Synovus common stock on June 27, 2001 of $31.30 per
share and an exchange ratio of approximately 2.0585, based on (i) the average
closing price of the shares of Synovus common stock on the NYSE for the 20
trading days ending on June 27, 2001 of approximately $30.43 and (ii) the
conversion table set forth in the merger agreement. Estimated financial data for
FABP Bancshares was based on internal estimates of the management of FABP
Bancshares.
Analysis of Selected Merger and Acquisition Transactions
Reference merger and acquisition transaction analysis provides a valuation
range based upon consideration paid for selected bank holding companies in
recent transactions. Robinson-Humphrey reviewed the financial terms, to the
extent publicly available, of 58 proposed, pending or completed merger and
acquisition transactions from January 1, 2000 to June 27, 2001, involving
selected bank holding companies with assets between $200 million and $500
million (the "National Reference Transactions Group"). Robinson-Humphrey also
reviewed the financial terms, to the extent publicly available, of 40 proposed,
pending or completed merger and acquisition transactions
16
from January 1, 1999 to June 27, 2001, involving selected bank holding companies
with assets between $50 million and $1 billion operating in Alabama, Georgia and
Florida (the "Southeastern Reference Transactions Group"). Finally,
Robinson-Humphrey reviewed the financial terms, to the extent publicly
available, of 20 proposed, pending or completed merger and acquisition
transactions from January 1, 1999 to June 27, 2001, involving selected bank
holding companies with assets between $50 million and $1 billion operating in
Florida (the "Florida Reference Transactions Group"). For each of the National
Reference Transactions Group, the Southeastern Reference Transactions Group and
the Florida Reference Transactions Group, Robinson-Humphrey calculated various
financial multiples based on publicly available information for each of the
selected acquisition transactions and compared them to corresponding financial
multiples for the proposed merger, based on the exchange ratio (calculated as of
June 27, 2001).
Robinson-Humphrey reviewed and analyzed, among other things, market price
as a multiple of:
* latest twelve months EPS
* book value per share
All multiples for the selected transactions were based on publicly available
information at the time of announcement of the relevant transaction.
For the National Reference Transactions Group, the average and median
multiples indicated by these analyses are as follows:
Average Median
--------- ---------
Market Price to:
Latest Twelve Months EPS 19.43x 18.02x
Book Value Per Share 2.01x 1.91x
Robinson-Humphrey then applied the average multiple resulting from the
analysis above to the latest twelve months EPS and book value per share for FABP
Bancshares. This analysis yielded implied equity values per share for FABP
Bancshares of approximately $56.94, and $33.96, respectively. These implied
equity values per share were compared to the implied equity value per share for
FABP Bancshares as of June 27, 2001 of $64.43. The implied equity value per
share for FABP Bancshares was calculated using the closing price of Synovus
common stock on June 27, 2001 of $31.30 per share and an exchange ratio of
approximately 2.0585, based on (i) the average closing price of the shares of
Synovus common stock on the NYSE for the 20 trading days ending on June 27, 2001
of approximately $30.43 and (ii) the conversion table set forth in the merger
agreement. Estimated financial data for FABP Bancshares was based on internal
estimates of the management of FABP Bancshares.
For the Southeastern Reference Transactions Group, the average and median
multiples indicated by these analyses are as follows:
Average Median
------- -------
Market Price to:
Latest Twelve Months EPS 25.40x 23.63x
Book Value Per Share 2.59x 2.54x
Robinson-Humphrey then applied the average multiple resulting from the
analysis above to the latest twelve months EPS and book value per share for FABP
Bancshares. This analysis yielded implied equity values per share for FABP
Bancshares of approximately $74.42 and $43.62, respectively. These implied
equity values per share were compared to the implied equity value per share for
FABP Bancshares as of June 27, 2001 of $64.43. The
17
implied equity value per share for FABP Bancshares was calculated using the
closing price of Synovus common stock on June 27, 2001 of $31.30 per share and
an exchange ratio of approximately 2.0585, based on (i) the average closing
price of the shares of Synovus common stock on the NYSE for the 20 trading days
ending on June 27, 2001 of approximately $30.43 and (ii) the conversion table
set forth in the merger agreement. Estimated financial data for FABP Bancshares
was based on internal estimates of the management of FABP Bancshares.
For the Florida Reference Transactions Group, the average and median
multiples indicated by these analyses are as follows:
Average Median
------- -------
Market Price to:
Latest Twelve Months EPS 30.04x 25.66x
Book Value Per Share 2.70x 2.54x
Robinson-Humphrey then applied the average multiple resulting from the
analysis above to the latest twelve months EPS and book value per share for FABP
Bancshares. This analysis yielded implied equity values per share for FABP
Bancshares of approximately $88.01 and $45.52, respectively. These implied
equity values per share were compared to the implied equity value per share for
FABP Bancshares as of June 27, 2001 of $64.43. The implied equity value per
share for FABP Bancshares was calculated using the closing price of Synovus
common stock on June 27, 2001 of $31.30 per share and an exchange ratio of
approximately 2.0585, based on (i) the average closing price of the shares of
Synovus common stock on the NYSE for the 20 trading days ending on June 27, 2001
of approximately $30.43 and (ii) the conversion table set forth in the merger
agreement. Estimated financial data for FABP Bancshares was based on internal
estimates of the management of FABP Bancshares.
Contribution Analysis
Robinson-Humphrey reviewed the relative contribution that FABP Bancshares
and Synovus would be making to the combined business in terms of net interest
income, net income, total assets, net loans, total deposits and shareholders'
equity. Robinson-Humphrey analyzed relative contribution based on the latest
twelve months results for each company through March 31, 2001. The relative
contribution of FABP Bancshares to the combined entity's pro forma combined
financial results ranged from a high of 2.2% (based on each company's net loans
as of March 31, 2001) to a low of 1.7% (based on each company's latest twelve
months net income and each company's shareholders' equity as of March 31, 2001).
FABP Bancshares shareholders are expected to receive 1.1% ownership of the
combined entity, using an exchange ratio in the proposed merger as of June 27,
2001, based on (i) the average closing price of the shares of Synovus common
stock on the NYSE for the 20 trading days ending on June 27, 2001 of
approximately $30.43 and (ii) the conversion table set forth in the merger
agreement.
Dividend Discount Analysis
Robinson-Humphrey performed a dividend discount analysis to estimate a
range of present values per share of FABP Bancshares common stock, assuming FABP
Bancshares continued to operate as a stand-alone entity. Robinson-Humphrey
discounted five years of estimated cash flows for FABP Bancshares, assuming a
dividend rate sufficient to maintain an equity capital ratio (defined as common
equity divided by total assets) of 6.00% and using a range of discount rates
from 10% to 14%. Robinson-Humphrey derived an estimate of a range of terminal
values by applying multiples ranging from 13 times to 17 times estimated
year-end 2005 net income. This analysis yielded a range of stand-alone, fully
diluted values for FABP Bancshares of approximately $46.44 to $57.88 per share,
with an average value of $51.93 per share. These implied equity values per share
were compared to the implied equity value per share for FABP Bancshares as of
June 27, 2001 of $64.43. The implied equity value per share for FABP Bancshares
was calculated using the closing price of Synovus common stock on June 27, 2001
of $31.30 per share and an exchange ratio of approximately 2.0585, based on (i)
the average closing price of the shares of Synovus common stock on the NYSE for
the 20 trading days ending on June 27, 2001 of approximately $30.43 and (ii) the
conversion table set forth in the merger agreement. Estimated financial data for
FABP Bancshares was based on internal estimates of the management of FABP
Bancshares.
18
Information Concerning FABP Bancshares' Financial Advisor
At the time Robinson-Humphrey rendered its opinion to FABP Bancshares,
Robinson-Humphrey was a nationally recognized investment banking firm and, as a
customary part of its investment banking activities, was regularly engaged in
the valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, private placements, and valuations for
corporate and other purposes. Since the date Robinson-Humphrey rendered its
opinion to FABP Bancshares, Robinson-Humphrey has sold its investment banking
operations to SunTrust Banks, Inc. FABP Bancshares retained Robinson-Humphrey
because of its experience, expertise, reputation in the financial services
industry and familiarity with FABP Bancshares and transactions similar to the
proposed merger. In the ordinary course of business, Robinson-Humphrey and its
affiliates may actively trade or hold the securities and other instruments and
obligations of Synovus for their own account and for the accounts of customers
and, accordingly, may at any time hold long or short positions in such
securities, instruments or obligations.
Pursuant to an engagement letter dated June 28, 2001, FABP Bancshares
agreed to pay Robinson-Humphrey a fee of $100,000 upon delivery of its opinion.
FABP Bancshares has also agreed to reimburse Robinson-Humphrey for its
out-of-pocket expenses incurred in connection with its engagement, and to
indemnify Robinson-Humphrey against specified liabilities, including liabilities
under federal securities laws incurred in connection with its engagement.
Conditions to the Merger
Each party's obligation to effect the merger is subject to the
satisfaction or waiver of conditions which include, in addition to other closing
conditions, the following:
* approval of the merger agreement and the transactions contemplated by
the merger agreement by the affirmative vote of the holders of a
majority of the shares of FABP Bancshares common stock;
* approval of the merger agreement and the transactions contemplated by
the merger agreement by the Federal Reserve Board, the Georgia
Department of Banking and Finance, the Florida Department of Banking
and Finance and the FDIC, and the receipt of all other regulatory
consents and approvals that are necessary to the consummation of the
transactions contemplated by the merger agreement;
* the satisfaction of all other statutory or regulatory requirements
which are necessary to the consummation of the transactions
contemplated by the merger agreement;
* no party shall be subject to any order, decree or injunction or any
other action of a United States federal or state court or a United
States federal or state governmental, regulatory or administrative
agency or commission restraining, enjoining or otherwise prohibiting
the transactions contemplated by the merger agreement;
* the registration statement of which this prospectus forms a part will
have become effective and no stop order suspending the effectiveness
of the registration statement will have been issued and no proceedings
for that purpose will have been initiated or threatened by the SEC or
any other regulatory authority; and
* each party shall have received an opinion from KPMG LLP to the effect
that the merger will be treated for federal income tax purposes as a
tax-free reorganization within the meaning of Section 368 of the
Internal Revenue Code.
The obligation of Synovus to effect the merger is subject to the
satisfaction or waiver of conditions, which include, in addition to the other
closing conditions, the following:
* each of the representations, warranties and covenants of FABP
Bancshares contained in the merger agreement will be true on, or
complied with by, the effective date of the merger in all material
respects as if made on such date (or on the date when made in the case
of any representation or warranty which
19
specifically relates to an earlier date) and Synovus will have
received a certificate signed by the Chief Executive Officer of
FABP Bancshares, dated the effective date, to such effect;
* there will be no discovery of facts, or actual or threatened causes of
action, investigations or proceedings by or before any court or other
governmental body that relates to or involves FABP Bancshares: (a)
which, in the reasonable judgment of Synovus, would have a material
adverse effect upon FABP Bancshares or the consummation of the
transactions contemplated by the merger agreement; (b) that challenges
the validity or legality of the merger agreement or the consummation
of the transactions contemplated by the merger agreement; or (c) that
seeks to restrain or invalidate the consummation of the transactions
contemplated by the merger agreement or seeks damages in connection
therewith;
* Synovus will not have learned of any fact or condition with respect to
the business, properties, assets, liabilities, deposit relationships
or earnings of FABP Bancshares which, in the reasonable judgment of
Synovus, is materially at variance with one or more of the warranties
or representations set forth in the merger agreement or which, in the
reasonable judgment of Synovus, has or will have a material adverse
effect on FABP Bancshares;
* Thomas B. Carter and H. Cary McCoy will each have entered into an
employment agreement with Synovus;
* on the effective date of the merger, First American Bank of Pensacola
will have a CAMEL rating of 1 and a Compliance Rating and Community
Reinvestment Act Rating of at least Satisfactory;
* on the effective date of the merger, FABP Bancshares will have a loan
loss reserve of at least 1.30% of loans and which will be adequate in
all material respects under generally accepted accounting principles
applicable to banks;
* FABP Bancshares will have delivered to Synovus certain environmental
reports;
* the results of any regulatory exam of FABP Bancshares will be
reasonably satisfactory to Synovus;.
* the holders of less than 10% of the outstanding shares of FABP
Bancshares common stock shall have exercised their right to dissent
from the merger; and
* Synovus shall have received a letter from its certified public
accountants stating that the merger will qualify for pooling of
interests accounting treatment.
The obligation of FABP Bancshares to effect the merger is subject to the
satisfaction or waiver of conditions, which include, in addition to other
closing conditions, the following;
* each of the representations, warranties and covenants of Synovus
contained in the merger agreement will be true on, or complied with
by, the effective date of the merger in all material respects as if
made on such date (or on the date when made in the case of any
representation or warranty which specifically relates to an earlier
date) and FABP Bancshares will have received a certificate signed by
the Chief Executive Officer of Synovus, dated the effective date, to
such effect;
* the listing for trading of the shares of Synovus common stock to be
issued pursuant to the terms of the merger agreement on the NYSE shall
have been approved by the NYSE subject to official notice of issuance;
* there will be no discovery of facts, or actual or threatened causes of
action, investigations or proceedings by or before any court or other
governmental body that relates to or involves Synovus: (a) which, in
the reasonable judgment of FABP Bancshares, would have a material
adverse effect upon either Synovus or the consummation of the
transactions contemplated by the merger agreement; (b) that challenges
the validity or legality of the merger agreement or the consummation
of the transactions contemplated by the merger agreement; or (c) that
seeks to restrain or invalidate the consummation of the transactions
contemplated by the merger agreement or seeks damages in connection
therewith;
20
* FABP Bancshares will not have learned of any fact or condition with
respect to the business, properties, assets, liabilities, deposit
relationships or earnings of Synovus which, in the reasonable judgment
of FABP Bancshares, is materially at variance with one or more of the
warranties or representations set forth in the merger agreement or
which, in the reasonable judgment of FABP Bancshares, has or will have
a material adverse effect on Synovus; and
* FABP Bancshares shall have received from the Senior Deputy General
Counsel of Synovus an opinion to the effect that, among other
opinions, the shares of Synovus common stock to be issued in the
merger are duly authorized, validly issued, fully paid, nonassessable,
and not subject to any preemptive rights.
No Solicitation
In the merger agreement, FABP Bancshares has agreed that it will not
solicit or encourage any inquiry or proposal relating to the merger or
consolidation of FABP Bancshares with any entity or the acquisition of all or a
significant portion of its assets or properties or equity securities by any
person or entity, and that, subject to the fiduciary duties of the board of
directors of FABP Bancshares, it will not negotiate with respect to any such
transaction, nor reach any agreement or understanding with respect thereto. FABP
Bancshares has also agreed that it will promptly notify Synovus in the event it
receives any inquiry or proposal relating to any such transaction. These
provisions are intended to increase the likelihood that the merger will be
consummated in accordance with the terms of the merger agreement and may have
the effect of discouraging persons who might now or prior to the effective date
of the merger be interested in acquiring all of or a significant interest in
FABP Bancshares from considering or proposing such an acquisition.
Conduct of Business of FABP Bancshares Pending the Merger
The merger agreement provides that prior to the effective date of the
merger, FABP Bancshares and its subsidiary bank will conduct business only in
the ordinary course and will not, without the prior written consent of Synovus:
* issue any options to purchase capital stock or issue any shares of
capital stock, other than shares of FABP Bancshares common stock
issued in connection with the exercise of currently outstanding
options to purchase shares of FABP Bancshares common stock;
* declare, set aside, or pay any dividend or distribution with respect
to the capital stock of FABP Bancshares, other than normal and
customary quarterly cash dividends in accordance with past practices;
* directly or indirectly redeem, purchase or otherwise acquire any
capital stock of FABP Bancshares or its subsidiary;
* effect a split or reclassification of the capital stock of FABP
Bancshares or its subsidiary or a recapitalization of FABP Bancshares
or its subsidiary;
* amend the Articles of Incorporation or bylaws of FABP Bancshares or
its subsidiary;
* grant any increase in the salaries payable or to become payable by
FABP Bancshares or its subsidiary to any employee other than normal,
annual salary increases to be made with regard to employees;
* make any change in any bonus, group insurance, pension, profit
sharing, deferred compensation, or other benefit plan, payment or
arrangement made to, for or with respect to any employees or
directors, except to the extent such changes are required by
applicable laws or regulations;
* enter into, terminate, modify or amend any contract, lease or other
agreement with any officer or director of FABP Bancshares or its
subsidiary or any "associate" of any such officer or director, as such
term is defined in Regulation 14A under the Securities Exchange Act of
1934, as amended, other than in the ordinary course of FABP
Bancshares' banking business;
21
* incur or assume any liabilities, other than in the ordinary course of
business;
* dispose of any of its assets or properties, other than in the ordinary
course of business; or
* take any other action not in the ordinary course of business.
Regulatory Approvals
Consummation of the merger and the other transactions contemplated by the
merger agreement is subject to, and conditioned upon, receipt of the approvals
from the Federal Reserve Board, the Georgia Department of Banking and Finance,
the Florida Department of Banking and Finance and the FDIC. Applications in
connection with the merger were filed with the regulatory agencies on or about
July 27, 2001. The merger has been approved by the Federal Reserve Board, the
FDIC and the Georgia Department of Banking and Finance but has not yet been
approved by the Florida Department of Banking and Finance. The merger cannot be
consummated for 30 days after its approval by the Federal Reserve Board,
although this period may be shortened to 15 days by the U.S. Attorney General.
During this period, the United States Justice Department may challenge the
merger on antitrust grounds.
There can be no assurance that the regulatory agencies will approve or take
other required action with respect to the merger. Synovus and FABP Bancshares
are not aware of any governmental approvals or actions that are required in
order to consummate the merger except as described above. Should other approvals
or actions be required, it is contemplated that Synovus and FABP Bancshares
would seek the approval or action. There can be no assurance as to whether or
when any other approval or action, if required, could be obtained.
Waiver and Amendment
Before the effective date of the merger, any provision of the merger
agreement may be waived in writing by the party entitled to the benefits of such
provision or by both parties, to the extent allowed by law. In addition, the
merger agreement may be amended at any time, to the extent allowed by law, by an
agreement in writing between the parties after approval of their respective
boards of directors.
Termination and Termination Fee
The merger agreement may be terminated prior to the effective date either
before or after its approval by the shareholders of FABP Bancshares. The merger
agreement may be terminated by Synovus or FABP Bancshares:
* by mutual consent of Synovus and FABP Bancshares;
* if consummation of the merger does not occur by reason of the failure
of any of the conditions precedent set forth in the merger agreement
unless the failure to meet the conditions precedent is due to a breach
of the merger agreement by the terminating party; or
* if the merger is not consummated by December 31, 2001, unless the
failure to consummate by such time is due to the breach of the merger
agreement by the terminating party;
In addition, the merger agreement may be terminated by FABP Bancshares if
the average closing price of Synovus common stock on the NYSE during the 20
consecutive day trading period ending on the fifth business day preceding the
date of the special meeting is less than $25.00 per share.
If either party terminates the merger agreement due to the failure of the
other party to satisfy its representations, warranties or covenants in the
agreement, the terminating party will be entitled to a cash payment from the
other party in the amount of the terminating party's expenses related to the
merger, up to a maximum of $150,000.
22
Interests of FABP Bancshares' Directors and Officers in the Merger
Some members of the FABP Bancshares board of directors and management have
interests in the merger in addition to their interests generally as shareholders
of FABP Bancshares. The FABP Bancshares board of directors was aware of these
interests and considered them, in addition to other matters, in approving the
merger agreement.
Employment Agreements. It is a condition to the merger that Thomas B.
Carter, Chairman and President of FABP Bancshares, and H. Cary McCoy, Executive
Vice President of FABP Bancshares, each enter into an employment agreement with
Synovus before the effective date of the merger. The employment agreements are
for a three-year term and provide for the election of Mr. Carter as President of
Bank of Pensacola and Mr. McCoy as an Executive Vice President of Bank of
Pensacola. Messrs. Carter and McCoy will be granted options to purchase 10,000
and 5,000 shares, respectively, of common stock of Synovus at fair market value
in connection with the employment agreements.
As part of the employment agreements, Synovus has also agreed to enter into
its standard change of control agreement with Messrs. Carter and McCoy. The
agreement provides severance pay and continuation of certain benefits in the
event of a change of control of Synovus. In order to receive benefits under the
agreement, the executive's employment must be terminated involuntarily and
without cause, whether actually or constructively, within one year following a
change of control or the executive may voluntarily or involuntarily terminate
employment during the thirteenth month following a change of control.
FABP Stock Options. FABP Bancshares has granted stock options from time to
time to its executive officers. As of the date of this document, there are
outstanding options to purchase up to an aggregate of 17,450 shares of FABP
Bancshares common stock that have been granted to the executive officers of FABP
Bancshares. All of the outstanding FABP Bancshares stock options which are not
otherwise fully exercisable prior to the merger will become immediately
exercisable upon completion of the merger. The following table sets forth, as of
the date of this document, with respect to each executive officer of FABP
Bancshares (i) the number of shares of FABP Bancshares common stock subject to
options held by such person, and (ii) the number of shares as to which such
options will become exercisable upon completion of the merger.
Shares as to
which Options
Shares Subject to will Vest at Time
Name Title or Position FABP Options of Merger
--------------------- ----------------------- ------------------- -------------------
Thomas B. Carter Chairman and President 5,400 3,300
H. Cary McCoy Executive Vice President 4,750 2,900
William E. Bassett Senior Vice President 4,100 2,500
Harry A. Stump Senior Vice President 3,200 2,040
Employee Benefits
Synovus has agreed in the merger agreement that, following the effective
date of the merger, Synovus will provide to employees of FABP Bancshares
employee benefits, including without limitation pension benefits, health and
welfare benefits, life insurance and vacation and severance arrangements, on
terms and conditions that are either substantially similar to those currently
provided by FABP Bancshares or the same as are provided to employees of Bank of
Pensacola.
Tax Opinion
The following is a summary description of the material anticipated federal
income tax consequences of the transaction generally applicable to the
shareholders of FABP Bancshares and to Synovus and FABP Bancshares. This summary
is not intended to be a complete description of all of the federal income tax
consequences of the transaction. No information is provided with respect to the
tax consequences of the transaction under any other tax laws, including
applicable state, local and foreign tax laws. In addition, the following
discussion may not be applicable with respect to specific categories of
shareholders, including but not limited to persons who are corporations, trusts,
dealers in securities, financial institutions, insurance companies or tax exempt
organizations;
23
persons who are not United States citizens or resident aliens or domestic
entities (partnerships or trusts); persons who are subject to alternative
minimum tax (to the extent that tax affects the tax consequences of the merger)
or are subject to the "golden parachute" provisions of the Internal Revenue Code
of 1986 (to the extent that tax affects the tax consequences of the merger);
persons who acquired FABP Bancshares common stock with employee stock options or
otherwise as compensation if such shares are subject to any restriction related
to employment; persons who do not hold their shares as capital assets; or
persons who hold their shares as part of a "straddle" or "conversion
transaction." No ruling has been or will be requested from the IRS with respect
to the tax effects of the merger. The federal income tax laws are complex, and a
shareholder's individual circumstances may affect the tax consequences to the
shareholder.
Synovus and FABP Bancshares have received an opinion from KPMG LLP, to the
effect that:
* the merger of FABP Bancshares with and into Synovus will qualify as a
tax-free reorganization under Section 368(a) of the Internal Revenue
Code and that no gain or loss will be recognized by the shareholders
of FABP Bancshares upon their receipt of shares of Synovus common
stock;
* the basis of Synovus common stock received by each FABP Bancshares
shareholder will be the same as the basis of FABP Bancshares common
stock being surrendered;
* the holding period of Synovus common stock received by each FABP
Bancshares shareholder will include the holding period of the FABP
Bancshares common stock being exchanged, provided that the FABP
Bancshares common stock is held as a capital asset at the effective
date of the merger;
* any cash payments received by FABP Bancshares shareholders in lieu of
their receipt of fractional shares of Synovus common stock will be
treated as if such fractional shares were redeemed by Synovus and
taxed under Section 302 of the Code as an exchange or dividend;
* the share purchase rights, which are described on pages 28 through 31
of this document, should be treated as an attribute of the Synovus
common stock and no gain or loss should be recognized by shareholders
of FABP Bancshares upon receipt of such share purchase rights; and
* any cash payments received by FABP Bancshares shareholders as a result
of their exercise of their statutory dissenters' rights will be
treated as a distribution in redemption of the shareholders' FABP
Bancshares shares subject to Section 302 of the Code.
The tax opinion was issued on September 12, 2001. The tax opinion is based
upon assumptions and representations by the management of Synovus and/or FABP
Bancshares, including, in general, the absence of any plan or intention of FABP
Bancshares shareholders to sell or otherwise dispose of any amount of Synovus
common stock received in the merger that would violate continuity of interest
requirements. KPMG LLP serves Synovus as its independent public accountants.
All FABP Bancshares shareholders are urged to consult their own tax
advisors as to the specific consequences to them of the merger under federal,
state, local and any other applicable income tax laws.
Accounting Treatment
It is anticipated that the merger will be accounted for as a pooling of
interests for financial reporting purposes. Under this accounting method,
holders of FABP Bancshares common stock will be deemed to have combined their
existing voting common stock interest with that of holders of Synovus common
stock by exchanging their shares for shares of Synovus common stock. The book
value of the assets, liabilities and shareholders' equity of FABP Bancshares, as
reported on its balance sheet, will be carried over to the consolidated balance
sheet of Synovus, and no goodwill will be created. Synovus will include in its
consolidated income the consolidated income of FABP Bancshares for the entire
fiscal year in which the merger occurs and for other periods presented; however,
certain expenses incurred to effect the merger must be treated by Synovus as
current charges against income rather than adjustments to its balance sheet. The
merger agreement provides that consummation of the merger is subject to Synovus
receiving a written opinion from its certified public accountants that the
merger will qualify for pooling of interests accounting treatment.
24
Expenses
The merger agreement provides that Synovus and FABP Bancshares will each
pay its own expenses in connection with the merger and related transactions,
including, but not limited to, the fees and expenses of its own investment
bankers, legal counsel and accountants.
New York Stock Exchange Listing
Synovus common stock is listed on the NYSE. The shares of Synovus common
stock to be issued to the shareholders of FABP Bancshares in the merger will be
listed on the NYSE.
Resales of Synovus Common Stock
The shares of Synovus common stock issued pursuant to the merger agreement
will be freely transferable under the Securities Act of 1933, except for shares
issued to any shareholder who may be deemed to be an "affiliate" of FABP
Bancshares for purposes of Rule 145 under the Securities Act as of the date of
the FABP Bancshares special meeting. Affiliates may not sell their shares of
Synovus common stock acquired in connection with the merger except pursuant to
an effective registration statement under the Securities Act covering the resale
of such shares or in compliance with Rule 145 promulgated under the Securities
Act or another applicable exemption from the registration requirements of the
Securities Act. Persons who may be deemed to be affiliates of FABP Bancshares
generally include individuals or entities that control, are controlled by or are
under common control with FABP Bancshares and may include certain officers and
directors of FABP Bancshares as well as principal shareholders of FABP
Bancshares.
FABP Bancshares has agreed in the merger agreement to use its best efforts
to cause each director, executive officer and other person who is an affiliate
of FABP Bancshares to enter into an agreement with Synovus providing that such
person will not sell, pledge, transfer or otherwise dispose of shares of FABP
Bancshares common stock owned by such person or Synovus common stock to be
received by such person in the merger: (i) in the case of shares of Synovus
common stock only, except in compliance with the applicable provisions of the
Securities Act and the rules and regulations thereunder; and (ii) during the
periods when any such sale, pledge, transfer or other disposition would, under
generally accepted accounting principles or the rules, regulations or
interpretations of the SEC, disqualify the merger for pooling of interests
accounting treatment. Such periods in general encompass the period commencing 30
days prior to the merger and ending at the time of publication of financial
results covering at least 30 days of combined operations of Synovus and FABP
Bancshares. This prospectus does not cover resales of Synovus common stock
following consummation of the merger, and no person may make use of this
prospectus in connection with any such resale.
25
DESCRIPTION OF STOCK AND EFFECT OF MERGER ON RIGHTS OF
FABP BANCSHARES SHAREHOLDERS
If the merger is completed, all holders of FABP Bancshares common stock and
options will become holders of shares of Synovus common stock or holders of
options for shares of Synovus common stock. The rights of a holder of Synovus
common stock are similar in some respects and different in other respects from
the rights of a holder of FABP Bancshares common stock. The rights of FABP
Bancshares shareholders are currently governed by the Florida Business
Corporation Act and the Articles of Incorporation and bylaws of FABP Bancshares.
The rights of Synovus shareholders are currently governed by the Georgia
Business Corporation Code and the Articles of Incorporation and bylaws of
Synovus. The following discussion summarizes the material differences between
the current rights of FABP Bancshares shareholders and the rights they will have
as Synovus shareholders following the merger.
The following comparison of shareholders' rights is necessarily a summary,
is not intended to be complete or to identify all differences that may, under
given situations, be material to shareholders and is subject, in all respects,
and is qualified by reference to the Florida Business Corporation Act, FABP
Bancshares' Articles of Incorporation and bylaws, the Georgia Business
Corporation Code and Synovus' Articles of Incorporation and bylaws.
SYNOVUS FABP BANCSHARES
------- ----------------
* Ten votes for each share held, except * One vote for each share held
in limited circumstances described below
* No cumulative voting rights in the * Cumulative voting rights - same as
election of directors, meaning that the Synovus
holders of a plurality of the shares elect
the entire board of directors
* Dividends may be paid from funds * Dividends - same as Synovus
legally available, subject to contractual
and regulatory restrictions
* Right to participate pro rata in * Liquidation - same as Synovus
distribution of assets upon liquidation
* No pre-emptive or other rights to * Pre-emptive rights - same as Synovus
subscribe for any additional shares or
securities
* No conversion rights * Conversion rights - same as Synovus
* Directors serve staggered 3-year terms * Directors serve one-year terms
* Some corporate actions, including business * Corporate actions require the affirmative vote of
combinations, require the affirmative a majority of the votes cast at the meeting, unless
action or vote of 66-2/3% of the votes otherwise required by law, except that
entitled to be cast by the certain business combinations involving
shareholders of all voting stock an interested shareholder require the affirmative
vote of the holders of at least 75% of the
outstanding shares of capital stock entitled to
vote in the election of directors.
* No preferred stock is authorized * 1 million shares of preferred stock
are authorized; none have been issued
* Common Stock Purchase Rights trade with * No comparable provision
shares as described below
26
Synovus Common Stock
Synovus is incorporated under the Georgia Business Corporation Code.
Synovus is authorized to issue 600,000,000 shares of Synovus common stock, of
which 291,201,076 shares were outstanding on September 30, 2001. Synovus has no
preferred stock authorized. Synovus' board of directors may at any time, without
additional approval of the holders of Synovus common stock, issue authorized but
unissued shares of Synovus common stock.
As described below, Synovus' Articles of Incorporation and bylaws presently
contain several provisions which may make Synovus a less attractive target for
an acquisition of control by an outsider who lacks the support of Synovus' board
of directors.
Voting Rights; Anti-Takeover Effects; The Voting Amendment
Under an amendment to Synovus' Articles of Incorporation and bylaws which
became effective on April 24, 1986, referred to in this document as the "voting
amendment," shareholders of Synovus common stock are entitled to ten votes on
each matter submitted to a vote at a meeting of shareholders for each share of
Synovus common stock which:
* has had the same beneficial owner since April 24, 1986;
* was acquired by reason of participation in a dividend reinvestment
plan offered by Synovus and is held by the same beneficial owner for
whom it was acquired under such plan;
* is held by the same beneficial owner to whom it was issued as a result
of an acquisition of a company or business by Synovus where the
resolutions adopted by Synovus' board of directors approving such
issuance specifically reference and grant such rights, including
shares of Synovus common stock to be issued to the former shareholders
of FABP Bancshares upon consummation of the merger;
* was acquired under any employee, officer and/or director benefit plan
maintained for one or more employees, officers and/or directors of
Synovus and/or its subsidiaries, and is held by the same beneficial
owner for whom it was acquired under such plan;
* is held by the same beneficial owner to whom it was issued by Synovus,
or to whom it was transferred by Synovus from treasury shares, and the
resolutions adopted by Synovus' board of directors approving such
issuance and/or transfer specifically reference and grant such rights;
* has been beneficially owned continuously by the same shareholder for a
period of 48 consecutive months before the record date of any meeting
of shareholders at which the share is eligible to be voted;
* was acquired as a direct result of a stock split, stock dividend or
other type of share distribution if the share as to which it was
distributed has had the same beneficial owner for a period of 48
consecutive months before the record date of any meeting of
shareholders at which the share is eligible to be voted; or
* is owned by a holder who, in addition to shares which are beneficially
owned under any of the other requirements set forth above, is the
beneficial owner of less than 1,139,063 shares of Synovus common
stock, which amount has been appropriately adjusted to reflect the
stock splits which have occurred subsequent to April 24, 1986 and with
such amount to be appropriately adjusted to properly reflect any other
change in Synovus common stock by means of a stock split, a stock
dividend, a recapitalization or other similar action occurring after
April 24, 1986.
Holders of shares of Synovus common stock not described above are entitled
to one vote per share for each such share. A shareholder may own both ten-vote
shares and one-vote shares, in which case he or she will be entitled to ten
votes for each ten-vote share and one vote for each one-vote share.
In connection with various meetings of Synovus' shareholders, shareholders
are required to submit to Synovus' board of directors satisfactory proof
necessary for it to determine whether such shareholders' shares of Synovus
common stock are ten-vote shares. If such information is not provided to
Synovus' board of directors,
27
shareholders who would, if they had provided such information, be entitled to
ten votes per share, are entitled to only one vote per share.
As Synovus common stock is registered with the SEC and is listed on the
NYSE, Synovus common stock is subject to the provisions of an NYSE rule, which,
in general, prohibits a company's common stock and equity securities from being
authorized or remaining authorized for listing on the NYSE if the company issues
securities or takes other corporate action that would have the effect of
nullifying, restricting or disparately reducing the voting rights of existing
shareholders of the company. However, such rule contains a "grandfather"
provision, under which Synovus' voting amendment qualifies, which, in general,
permits grandfathered disparate voting rights plans to continue to operate as
adopted. Synovus' management believes that all current shareholders of Synovus
common stock are entitled to ten votes per share, and as such, the further
issuance of any ten-vote shares would not disenfranchise any existing
shareholders. In the event it is determined in the future that Synovus cannot
continue to issue ten-vote shares in mergers and acquisitions, Synovus will
consider repealing the voting amendment and restoring the principle of one
share/one vote.
If the merger is approved, present shareholders of FABP Bancshares common
stock, as future shareholders of Synovus common stock, will, under the voting
amendment described above, be entitled to ten votes per share for each share of
Synovus common stock received by them on the effective date of the merger. Each
shareholder of FABP Bancshares may also acquire by purchase, stock dividend or
otherwise, up to 1,139,063 additional shares of Synovus common stock which will
also be entitled to ten votes per share. However, if a FABP Bancshares
shareholder acquires by purchase, stock dividend or otherwise, more than
1,139,063 additional shares of Synovus common stock, he or she will be entitled
to only receive one vote per share for each of the shares in excess of 1,139,063
shares until they have been held for four years.
Except with respect to voting, ten-vote shares and one-vote shares are
identical in all respects and constitute a single class of stock, i.e., Synovus
common stock. Neither the ten-vote shares nor the one-vote shares have a
preference over the other with regard to dividends or upon liquidation. Synovus
common stock does not carry any pre-emptive rights enabling a holder to
subscribe for or receive shares of Synovus common stock.
The Rights Plan
Synovus has adopted a shareholder rights plan under which holders of shares
of Synovus common stock also hold rights to purchase securities that may be
exercised upon the occurrence of "triggering events." Shareholder rights plans
such as Synovus' plan are intended to encourage potential hostile acquirors to
negotiate with the board of directors of the target corporation to avoid
occurrence of the "triggering events" specified in such plans. Shareholder
rights plans are intended to give the directors of a target corporation the
opportunity to assess the fairness and appropriateness of a proposed transaction
to determine whether or not it is in the best interests of the corporation and
its shareholders. Notwithstanding these purposes and intentions of shareholder
rights plans, such plans, including that of Synovus, could have the effect of
discouraging a business combination that shareholders believe to be in their
best interests. The provisions of Synovus' shareholder rights plan are discussed
below.
On April 27, 1999, the board of directors of Synovus adopted a rights plan
and authorized and declared a dividend of one common stock purchase right with
respect to each outstanding share of Synovus common stock outstanding on May 4,
1999, and to each holder of common stock issued thereafter until the date the
rights become exercisable or the expiration or earlier redemption of the rights.
Each right entitles the registered holder to purchase from Synovus one share of
common stock at a price of $225.00 per share, subject to adjustment, once rights
become exercisable. The description and terms of the rights are set forth in the
rights agreement between Synovus and State Street Bank and Trust Company, as the
rights agent.
Initially, the rights will attach to all certificates of outstanding shares
of common stock, and no separate right certificates will be distributed. The
rights will become exercisable and separate from the shares of common stock upon
the earlier to occur of:
* ten days after the date of a public announcement that a person or
group of affiliated or associated persons has acquired beneficial
ownership of 15% or more of the outstanding common stock, such date
28
being referred to in this document as the "stock acquisition date" and
such person or group as an "acquiring person"; or
* ten business days, or such later date as the board may determine,
following the commencement of, or announcement of an intention to
make, a tender offer or exchange offer, the consummation of which
would result in a person or group becoming the beneficial owner of 15%
or more of the outstanding common stock, the earlier of such date and
the stock acquisition date being the "distribution date".
Shares of common stock beneficially owned by Synovus or any subsidiary of
Synovus will not be considered outstanding for purposes of calculating the
percentage ownership of any person.
Each of the following persons will not be deemed to be an acquiring person
even if they have acquired, or obtained the right to acquire beneficial
ownership of 15% or more of the outstanding common stock:
* Synovus, any subsidiary of Synovus, or any employee benefit plan of
Synovus or of any subsidiary of Synovus;
* any shareholder who is a descendant of D. Abbott Turner, any
shareholder who is affiliated or associated with the Turner family and
any person who would otherwise become an acquiring person as a result
of the receipt of common stock or a beneficial interest in common
stock from one or more members of the Turner family by way of gift,
devise, descent or distribution, but not by way of sale, unless any
such person, together with his affiliates and associates, becomes the
beneficial owner of more than 30% of the outstanding shares of common
stock;
* any person who would otherwise become an acquiring person solely by
virtue of a reduction in the number of outstanding shares of common
stock unless and until such person becomes the beneficial owner of any
additional shares of common stock; and
* any person who as of May 4, 1999 was the beneficial owner of 15% or
more of the outstanding common stock unless and until such person
shall become the beneficial owner of any additional shares of common
stock.
Until the distribution date or earlier redemption or expiration of the
rights:
* the rights will be evidenced by the certificates for the common stock;
* the rights will be transferred with, and only with, the shares of
common stock;
* new common stock certificates issued after the record date upon
transfer or new issuance of shares of common stock will contain a
notation incorporating the rights agreement by reference; and
* the surrender for transfer of any certificates for shares of common
stock outstanding as of the record date, even without such notation,
will also constitute the transfer of the rights associated with the
shares of common stock represented by such certificate.
As soon as practicable following the distribution date, separate
certificates evidencing the rights will be mailed to holders of record of the
shares of common stock as of the close of business on the distribution date, and
such separate right certificates alone will evidence the rights. The rights are
not exercisable until the distribution date. The rights will expire at the close
of business on May 5, 2009, unless earlier redeemed by Synovus.
If any person becomes an acquiring person, each holder of a right will
thereafter have the "flip-in right" to receive, upon payment of the purchase
price of the right, shares of common stock, or in some circumstances, cash,
property or other securities of Synovus, having a value equal to two times the
purchase price of the right. Notwithstanding the foregoing, all rights that are,
or were, beneficially owned by an acquiring person or any affiliate or associate
of an acquiring person will be null and void and not exercisable.
If, at any time following the stock acquisition date: (1) Synovus is
acquired in a merger or other business combination transaction in which the
holders of all of the outstanding shares of common stock immediately before
29
the consummation of the transaction are not the holders of all of the surviving
corporation's voting power, or (2) more than 30% of Synovus' assets, cash flow
or earning power is sold or transferred other than in the ordinary course of
Synovus' business, then each holder of a valid right shall thereafter have the
"flip-over right" to receive, in lieu of shares of common stock and upon
exercise and payment of the purchase price, common shares of the acquiring
company having a value equal to two times the purchase price of the right. If a
transaction would otherwise result in a holder's having a flip-in as well as a
flip-over right, then only the flip-over right will be exercisable. If a
transaction results in a holder's having a flip-over right after a transaction
resulting in a holder's having a flip-in right, a holder will have flip-over
rights only to the extent such holder's flip-in rights have not been exercised.
The purchase price payable, and the number of shares of common stock or
other securities or property issuable, upon exercise of the rights are subject
to adjustment from time to time to prevent dilution (1) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the common
stock, (2) upon the grant to holders of the common stock of rights or warrants
to subscribe for common stock or convertible securities at less than the current
market price of the common stock, or (3) upon the distribution to holders of the
common stock of evidences of indebtedness or assets, excluding dividends payable
in common stock, or of subscription rights or warrants, other than those
referred to above. However, no adjustment in the purchase price will be required
until cumulative adjustments require an adjustment of at least 1%.
The number of outstanding rights and the number of shares of common stock
issuable upon exercise of each right are also subject to adjustment in the event
of a stock split of the common stock or a stock dividend on the common stock
payable in common stock or subdivisions, consolidations or combinations of the
common stock occurring, in any such case, before the distribution date.
At any time after a person becomes an acquiring person and before the
acquisition by a person of 50% or more of the outstanding common stock of
Synovus, the board of directors may, at its option, issue common stock or common
stock equivalents of Synovus in mandatory redemption of, or in exchange for, all
or part of the then outstanding exercisable rights, other than rights owned by
such acquiring person which would become null and void, at an exchange ratio of
one share of common stock, or common stock equivalents equal to one share of
common stock, per right, subject to adjustment.
To the extent that, after the triggering of flip-in rights, insufficient
shares of common stock are available for the exercise in full of the rights,
holders of rights will receive upon exercise shares of common stock to the
extent available and then cash, property or other securities of Synovus, in
proportions determined by Synovus, so that the aggregate value received is equal
to twice the purchase price.
Synovus is not required to issue fractional shares of common stock.
Instead, a payment in cash will be made to the holder of such rights equal to
the same fraction of the current value of a share of common stock. Following the
triggering of the flip-in rights, Synovus will not be required to issue
fractional shares of common stock upon exercise of the rights. Instead, a
payment in cash will be made to the holder of such rights equal to the same
fraction of the current market value of a share of common stock.
At any time before the distribution date, the board of directors of Synovus
may redeem all, but not less than all, of the then outstanding rights at a price
of $.001 per right. The redemption of the rights may be made effective at such
time, on such basis and with such conditions as the board of directors in its
sole discretion may establish. Immediately upon the action of the board of
directors ordering redemption of the rights, the right to exercise the rights
will terminate and the only right of the holders of rights will be to receive
the redemption price.
Until a right is exercised, the holder of the right, as such, will have no
rights as a shareholder of Synovus, including, without limitation, the right to
vote or to receive dividends.
The issuance of the rights is not taxable to Synovus or to shareholders
under presently existing federal income tax law, and will not change the way in
which shareholders can presently trade Synovus' shares of common stock. If the
rights should become exercisable, shareholders, depending on then existing
circumstances, may recognize taxable income.
30
Before the stock acquisition date, the rights agreement generally may be
amended by Synovus without the consent of the holders of the rights or the
common stock. On or after the stock acquisition date, Synovus may amend the
rights agreement only to (1) cure any ambiguity, (2) correct or supplement any
provision which may be defective or inconsistent with the other provisions of
the rights agreement, or (3) change or supplement the rights agreement in any
other manner which Synovus may deem necessary or desirable, provided that no
amendment shall adversely affect the interests of the holders of rights, other
than an acquiring person and its affiliates and associates.
A copy of the rights agreement has been filed with the SEC as an exhibit to
Synovus' Registration Statement on Form 8-A with respect to the rights filed
with the SEC. The Form 8-A and the rights agreement are incorporated by
reference in this document, and reference is made to them for the complete terms
of the rights agreement and the rights. This summary description of the rights
does not purport to be complete and is qualified in its entirety by reference to
the rights agreement. If the merger is approved, rights will attach to Synovus
common stock issued to the present shareholders of FABP Bancshares.
Staggered Board of Directors; Supermajority Approvals
Under Synovus' Articles of Incorporation and bylaws, Synovus' board of
directors is divided into three classes of directors serving staggered three
year terms, with the terms of each class of directors to expire each succeeding
year. Also under Synovus' Articles of Incorporation and bylaws, the vote or
action of shareholders possessing 66-2/3% of the votes entitled to be cast by
the holders of all the issued and outstanding shares of Synovus common stock is
required to:
* call a special meeting of Synovus shareholders;
* fix, from time to time, the number of members of Synovus' board of
directors;
* remove a member of Synovus' board of directors;
* approve any merger or consolidation of Synovus with or into any other
corporation, or the sale, lease, exchange or other disposition of all,
or substantially all, of Synovus' assets to or with any other
corporation, person or entity, with respect to which the approval of
Synovus' shareholders is required by the provisions of the corporate
laws of the State of Georgia; and
* alter, delete or rescind any provision of Synovus' Articles of
Incorporation.
This allows directors to be removed only for cause by 66-2/3% of the votes
entitled to be cast at a shareholders' meeting called for that purpose.
Vacancies or new directorships can only be filled by a majority vote of the
directors then in office. Synovus' staggered board of directors, especially when
combined with the voting amendment, makes it more difficult for its shareholders
to force an immediate change in the composition of the majority of the board. A
potential acquiror with shares recently acquired, and not entitled to 10 votes
per share under the voting amendment, may be discouraged or prevented from
soliciting proxies for the purpose of electing directors other than those
nominated by current management for the purpose of changing the policies or
control of Synovus.
Evaluation of Business Combinations
Synovus' Articles of Incorporation also provide that in evaluating any
business combination or other action, Synovus' board of directors may consider,
in addition to the amount of consideration involved and the effects on Synovus
and its shareholders, the interests of the employees, customers, suppliers and
creditors of Synovus and its subsidiaries, the communities in which offices of
the corporation or its subsidiaries are located, and any other factors the board
of directors deems pertinent.
FABP Bancshares Capital Stock
The Articles of Incorporation of FABP Bancshares authorize the issuance of
10,000,000 shares of FABP Bancshares common stock, $0.001 par value per share,
and 1,000,000 shares of preferred stock, $0.001 par value per share. At
September 30, 2001, there were 1,567,510 shares of FABP Bancshares common stock
issued and
31
outstanding and no shares of FABP Bancshares preferred stock issued and
outstanding. The remaining authorized shares of FABP Bancshares common stock and
preferred stock may be issued from time to time in such amounts as the board of
directors determines. The FABP board may issue shares of preferred stock in one
or more series, and determine the relative rights and preferences of the shares
of each series. Each holder of FABP Bancshares common stock has one vote per
share upon all matters voted upon by shareholders. Voting rights are
noncumulative so that shareholders holding a majority of the outstanding shares
of FABP Bancshares common stock are able to elect all members of the board of
directors.
All shares of FABP Bancshares common stock, when issued and fully paid, are
non-assessable and are not subject to redemption or conversion and have no
preemptive rights. Upon the liquidation, dissolution or winding up of FABP
Bancshares, whether voluntary or involuntary, holders of FABP Bancshares common
stock are entitled to share ratably, after satisfaction in full of all
liabilities, in all remaining assets of FABP Bancshares available for
distribution.
All shares of FABP Bancshares common stock are entitled to share equally in
such dividends as the board of directors may declare on the FABP Bancshares
common stock from sources legally available therefor. FABP is a holding company
and conducts almost all of its operations through its bank subsidiary.
Accordingly, FABP depends on the cash flow of its subsidiary bank to meet its
obligations. FABP's subsidiary bank is limited in the amount of dividends it can
pay to FABP without prior regulatory approval. Also, bank regulators have the
authority to prohibit FABP's subsidiary bank from paying dividends if they think
the payment would be an unsafe and unsound banking practice.
FABP Bancshares' Articles of Incorporation and Florida law contain certain
provisions designed to enhance the ability of the board of directors to deal
with attempts to acquire control of FABP Bancshares. These provisions may be
deemed to have an anti-takeover effect and may discourage takeover attempts that
have not been approved by the board of directors (including takeovers that
certain shareholders may deem to be in their best interests) and may adversely
affect the price that a potential purchaser would be willing to pay for FABP
Bancshares' stock. These provisions also could discourage or make more difficult
a merger, tender offer or proxy contest, even though the transaction may be
favorable to the interests of shareholders, and could potentially adversely
affect the value of FABP Bancshares common stock.
Required Shareholder Votes
FABP Bancshares' Articles of Incorporation provide that certain proposed
business combinations involving a 5% shareholder (including mergers,
consolidations, stock exchanges and sales of all or substantially all of the
assets of FABP Bancshares) require the approval of holders of two-thirds of the
outstanding shares of stock entitled to vote unless the transaction is approved
by at least 75% of the members of the FABP board, in which case approval by the
holders of only a majority of the outstanding shares of stock entitled to vote
would be sufficient. In addition, such a transaction with a 5% shareholder
requires the approval of holders of a majority of the outstanding shares of
stock entitled to vote that are not held by the 5% shareholder, unless certain
conditions relating to the price and type of consideration to be paid to the
other shareholders of FABP Bancshares in connection with the transaction are
satisfied.
These provisions of FABP Bancshares' Articles of Incorporation cannot be
amended without the approval of the holders of 75% of the outstanding shares of
FABP Bancshares stock entitled to vote in the election of directors.
Business Combination and Control Share Acquisitions Statutes
Section 607.0902 of Florida Business Corporation Act restricts the voting
rights of certain shares of a corporation's stock when those shares are acquired
by a party who, by such acquisition, would control at least 20% of all voting
rights of the corporation's issued and outstanding stock. The statute provides
that the acquired shares (the "control shares") will, upon such acquisition,
cease to have any voting rights. The acquiring party may, however, petition the
corporation to have voting rights re-assigned to the control shares by way of an
"acquiring person's statement" submitted to the corporation in compliance with
the requirements of the statute. Upon receipt of such request, the corporation
must submit, for shareholder approval, the acquiring person's request to have
voting
32
rights re-assigned to the control shares. Voting rights may be reassigned
to the control shares by a resolution of a majority of the corporation's
shareholders for each class and series of stock. If such a resolution is
approved, and the voting rights re-assigned to the control shares represent a
majority of all voting rights of the corporation's outstanding voting stock,
then, unless the corporation's Articles of Incorporation or Bylaws provide
otherwise, all shareholders of the corporation shall be able to exercise
dissenter's rights in accordance with Florida law.
A corporation may, by amendment to its Articles of Incorporation or bylaws,
provide that, if the party acquiring the control shares does not submit an
acquiring person's statement in accordance with the statute, the corporation may
redeem the control shares at any time during the period ending 60 days after the
acquisition of control shares. If the acquiring party files an acquiring
person's statement, the control shares are not subject to redemption by the
corporation unless the shareholders, acting on the acquiring party's request for
re-assignment, deny full voting rights to the control shares.
The statute does not alter the voting rights of any stock of the
corporation acquired in any of the following manners:
* pursuant to the laws of intestate succession or pursuant to a gift or
testamentary transfer;
* pursuant to the satisfaction of a pledge or other security interest
created in good faith and not for the purpose of circumventing the
statute;
* pursuant to either a merger or share exchange if the corporation is a
party to the agreement or plan of merger or share exchange;
* pursuant to any savings, employee stock ownership or other benefit
plan of the corporation; or
* pursuant to an acquisition of shares specifically approved by the
board of directors of the corporation.
The preceding descriptive information concerning Synovus common stock and
FABP Bancshares common stock outlines certain provisions of Synovus' Articles of
Incorporation and bylaws, FABP Bancshares' Articles of Incorporation and bylaws
and certain statutes regulating the rights of holders of Synovus and FABP
Bancshares common stock. The information is not a complete description of those
documents and statutes and is subject in all respects to provisions of the
Articles of Incorporation and bylaws of Synovus and FABP Bancshares and the laws
of the State of Georgia and the State of Florida.
DISSENTERS' RIGHTS
Pursuant to Section 607.1320 of the Florida General Corporation Act, any
shareholder of record of FABP Bancshares common stock who objects to the merger,
and who fully complies with all the provisions of Section 607.1320, will be
entitled to demand and receive payment in cash of an amount equal to the fair
value of his or her shares of FABP Bancshares common stock if the merger is
consummated.
Any shareholder desiring to receive payment of the fair value of his or her
FABP Bancshares common stock in accordance with the requirements of Section
607.1320:
* must deliver to FABP Bancshares prior to the special meeting at which
the vote will be taken on the merger, or at the special meeting, but
before the vote is taken, written notice of intent to demand payment
for his or her shares if the merger is consummated; and
* must not vote in favor of the merger.
Within 10 days after the special meeting at which the vote is taken
approving the merger, FABP Bancshares must give written notice of the adoption
of the merger agreement to each shareholder who filed a notice of intent to
demand payment for his or her shares. Within 20 days after the giving of notice
to him or her any shareholder who elects to dissent shall file with FABP
Bancshares a notice of his or her election stating:
* the shareholder's name and address;
* the number, classes, and series of shares as to which he or she
dissents; and
* a demand for the payment of the fair value of his or her shares.
33
Any shareholder failing to file an election to dissent within the 20-day
period will be bound by the terms of the merger agreement. Any shareholder
filing an election to dissent must deposit his or her certificates with FABP
Bancshares simultaneously with the filing of the election to dissent. The
notices referred to above should be sent to: FABP Bancshares, Inc., Attention:
Corporate Secretary, 33 West Garden Street, Pensacola, Florida 32522-7129.
Upon filing of a notice of election to dissent, a shareholder will
thereafter be entitled only to payment of the fair value of his or her shares of
FABP Bancshares common stock and will not be entitled to vote or exercise any of
the rights of a shareholder. A notice of election may be withdrawn in writing by
the shareholder at any time before an offer is made by FABP Bancshares to pay
for his or her shares.
Within 10 days after the expiration of the period in which shareholders may
file their notice of election to dissent, or within 10 days after the merger
takes place, which ever is later (but in no case later than 90 days from the
date of the special meeting), FABP Bancshares will make a written offer to each
dissenting shareholder who has made proper demand to pay an amount FABP
Bancshares estimates to be the fair value of the shares. If the merger has not
been consummated before the expiration of the 90-day period after the special
meeting, the offer may be made conditional upon the consummation of the merger.
The notice and offer will be accompanied by: (1) a consolidated balance sheet of
FABP Bancshares as of the latest available date and not more than 12 months
prior to the making of the offer; and (2) a consolidated profit and loss
statement of FABP Bancshares for the 12-month period ended on the date of the
balance sheet.
If within 30 days after the making of the offer the fair value of the
shares of FABP Bancshares common stock is agreed upon between any dissenting
shareholder and FABP Bancshares, payment therefor shall be made within 90 days
after the making of the offer, or the consummation of the merger, whichever is
later. Upon payment of the agreed value, dissenting shareholders shall cease to
have any interest in their shares of FABP Bancshares common stock.
If FABP Bancshares fails to make an offer within the period specified
above, or if it makes the offer and any dissenting shareholder fails to accept
the same within the period of 30 days thereafter, then FABP Bancshares, within
30 days after receipt of written demand from any dissenting shareholder given
within 60 days after the merger is consummated, shall, or at its election at any
time within such 60 days may, file an action in any court of competent
jurisdiction in Escambia County, Florida, requesting that the fair value of the
shares be determined. The court shall also determine whether each dissenting
shareholder, as to whom FABP Bancshares requested the court to make a
determination, is entitled to receive payment for his or her shares. If FABP
Bancshares fails to institute the proceeding, any dissenting shareholder may do
so in the name of FABP Bancshares. FABP Bancshares will pay each dissenting
shareholder the amount found to be due him or her within 10 days after final
determination of the proceedings.
The foregoing does not proport to be a complete statement of the provisions
of Florida law relating to statutory dissenters' rights and is qualified in its
entirety by reference to these provisions, the relevant portions of which are
reproduced in full in Appendix "B" to this document.
Comparative Stock Prices and Dividends
Synovus common stock is listed on the NYSE under the symbol "SNV." There is
no trading market for FABP Bancshares common stock. The table below shows the
high and low closing prices of Synovus common stock and cash dividends declared
per share for Synovus and FABP Bancshares for the last two fiscal years plus the
interim period.
34
Synovus FABP Bancshares
------- ----------------
Cash Cash
High Low Dividends Dividends
---- ---- --------- ----------
Quarter Ended
March 31, 2001 $28.31 $24.04 $.13 $.30
June 30, 2001 31.77 26.00 .13 .33
September 30, 2001 34.45 24.63 .13 .33
Quarter Ended
March 31, 2000 19.19 14.50 .11 .15
June 30, 2000 20.94 17.56 .11 .30
September 30, 2000 21.44 17.94 .11 .30
December 31, 2000 27.19 19.31 .11 .30
For year 2000 27.19 14.50 .44 1.05
Quarter Ended
March 31, 1999 25.00 20.50 .09 1.05(1)
June 30, 1999 23.56 19.13 .09 .15
September 30, 1999 20.31 17.50 .09 .15
December 31, 1999 22.13 18.44 .09 .15
For year 1999 25.00 17.50 .36 1.50
(1) Amount includes the prior year's annual dividend of $.50 per share and
a special dividend of $.55 per share paid in March to align FABP
Bancshares' capital-to-assets ratio with industry norms.
DESCRIPTION OF SYNOVUS
Business
The disclosures made in this document, together with the following
information which is specifically incorporated by reference into this document,
describe the business of Synovus:
1. Synovus' Annual Report on Form 10-K for the fiscal year ended December
31, 2000 (which incorporates certain portions of Synovus' Proxy
Statement, including the Financial Appendix thereto, for its Annual
Meeting of Shareholders held on April 25, 2001), as amended by
Synovus' Annual Report on Form 10-K/A filed on April 26, 2001.
2. Synovus' Quarterly Reports on Form 10-Q for the quarters ended March
31, 2001 and June 30, 2001.
3. Synovus' Current Reports on Form 8-K dated April 19, 2001 and July 18,
2001.
Management and Additional Information
Information relating to executive compensation, various benefit plans, voting
securities and the principal holders of voting securities, relationships and
related transactions and other related matters as to Synovus is incorporated by
reference or set forth in Synovus' Annual Report on Form 10-K for the year ended
December 31, 2000 which is incorporated into this document by reference. See
"Where You Can Find More Information" on page 45. Shareholders desiring copies
of such documents may contact Synovus at its address or phone number indicated
under "Where You Can Find More Information."
35
Recent Developments
On February 16, 2001, Synovus completed the acquisition of the $200 million
asset Carolina Southern Bank located in Spartanburg, South Carolina. Synovus
issued 3,188,558 shares of its common stock in connection with the acquisition.
Carolina Southern Bank was merged with and into Synovus' wholly owned
subsidiary, The National Bank of South Carolina.
On February 28, 2001, Synovus completed the acquisition of Creative
Financial Group, Ltd. located in Atlanta, Georgia and its affiliate company
Robert Andrew Securities, Inc. Synovus issued 937,701 shares of its common stock
in connection with the acquisition. Creative Financial Group, Ltd. currently
operates as part of Synovus Wealth Management, the integrated asset management
unit of Synovus.
DESCRIPTION OF FABP BANCSHARES
Business
FABP Bancshares, Inc. is a bank holding company registered under the
federal Bank Holding Company Act of 1956, as amended, whose sole subsidiary and
principal asset is First American Bank of Pensacola, N.A., a national banking
association. FABP Bancshares owns all of the outstanding capital stock of the
First American Bank of Pensacola. Through its ownership of First American Bank
of Pensacola, FABP Bancshares is engaged in a general commercial banking
business and its primary source of earnings is derived from income generated by
First American Bank of Pensacola. As of June 30, 2001, FABP Bancshares, on a
consolidated basis, had total assets of approximately $311 million, net
portfolio loans of approximately $259 million, total deposits of approximately
$249 million, and shareholders' equity of approximately $27 million. Unless the
context otherwise requires, references herein to FABP Bancshares include FABP
Bancshares and its subsidiary bank on a consolidated basis.
First American Bank of Pensacola was organized in 1982. FABP Bancshares was
formed in December 1995 to act as a holding company for First American Bank of
Pensacola, which it acquired in March 1996. First American Bank of Pensacola
engages in general commercial banking and related businesses from its six
full-service banking locations in Pensacola, Florida.
The business of First American Bank of Pensacola consists of attracting
deposits from the general public in the areas served by its banking offices and
applying those deposits, together with funds derived from other sources, to the
origination of a variety of consumer, commercial, and residential real estate
loans in Pensacola and surrounding areas. The revenues of First American Bank of
Pensacola are derived primarily from interest on, and fees received in
connection with, its lending activities and from interest and dividends from
investment securities and short-term investments. The principal sources of funds
for First American Bank of Pensacola's lending and investment activities are
deposits, amortization and prepayment of loans, and the maturity and repayments
of investment securities. The principal expenses of First American Bank of
Pensacola are the interest paid on deposits and operating and general and
administrative expenses.
As a general commercial bank, First American Bank of Pensacola offers a
broad range of commercial, consumer, and residential real estate loans, and
provides a variety of corporate and personal banking services to individuals,
businesses, and other institutions located in its market area. In order to
attract funds for loans, First American Bank of Pensacola's deposit services
include certificates of deposit, individual retirement accounts and other time
deposits, checking and other demand deposit accounts, interest paying checking
accounts, savings accounts and money market accounts. The transaction accounts
and time certificates are tailored to the principal market areas at rates
competitive to those in the area. All deposit accounts are insured by the FDIC
up to the maximum limits permitted by law. First American Bank of Pensacola also
offers ATM cards (with access to local, state, national, and international
networks), safe deposit boxes, wire transfers, direct deposit, and automatic
drafts for various accounts.
First American Bank of Pensacola is subject to examination and
comprehensive regulation by the Office of the Comptroller of the Currency. As is
the case with banking institutions generally, First American Bank of Pensacola's
operations are materially and significantly influenced by general economic
conditions and by related
36
monetary and fiscal policies of financial institution regulatory agencies,
including the FDIC and the Federal Reserve Board. Deposit flows and cost of
funds are influenced by interest rates on competing investments and general
market rates of interest. Lending activities are affected by the demand for
financing of real estate and other types of loans, which in turn are affected by
the interest rates at which such financing may be offered and other factors
affecting local demand and availability of funds.
Market Area
First American Bank of Pensacola's operations are based in Pensacola,
Florida and its market area consists of Pensacola and the surrounding area of
Escambia and Santa Rosa Counties, Florida. Management of First American Bank of
Pensacola believes that its principal markets have been the expanding
residential market within its primary market area, and the established
commercial, small business, and professional markets in its market area.
Businesses and individuals are solicited through the personal efforts of the
Bank's directors and officers.
Lending Activities
The primary source of income generated by First American Bank of Pensacola
is the interest earned from both its loan and investment portfolios. To develop
business, First American Bank of Pensacola relies to a great extent on the
personalized approach of its directors and officers who have extensive business
and personal contacts in the community. FABP Bancshares has attempted to
maintain diversification when considering investments and the approval of loan
requests. Emphasis has been placed on the borrower's ability to generate cash
flow sufficient to support its debt obligations and other cash related expenses.
Lending activities include commercial and consumer loans, and loans for
residential purposes. Commercial loans include collateralized and
uncollateralized loans for working capital (including inventory and
receivables), business expansion (including real estate acquisitions and
improvements), and purchases of equipment and machinery. Consumer loans include
collateralized and uncollateralized loans for the purchase of automobiles,
boats, home improvement, and personal investments. First American Bank of
Pensacola provides personal and corporate credit cards, VISA or MasterCard
credit cards, as issued by a correspondent bank which assumes all liabilities
relating to underwriting of the credit applicant. First American Bank of
Pensacola also originates a variety of residential real estate loans, including
the origination of conventional mortgages collateralized by first mortgage liens
to enable borrowers to purchase, refinance, or to improve homes or real
property. In addition, such loans include those made to individual borrowers
collateralized by first mortgage interests on unimproved parcels of real estate
zoned for residential homes on which such borrower intends to erect their
personal residence. To a lesser extent, First American Bank of Pensacola also
has made land acquisition and development loans and construction loans to
developers of residential properties for construction of residential
subdivisions and multi-family residential projects.
At June 30, 2001, FABP Bancshares net loan portfolio was $259 million,
representing 83% of total assets. As of such date, First American Bank of
Pensacola's net loan portfolio consisted of 15% commercial loans, 75% real
estate mortgage loans, 6% real estate construction loans and 4% installment or
consumer loans.
Competition
First American Bank of Pensacola encounters strong competition both in
attracting deposits and in the origination of loans. The deregulation of the
banking industry and the widespread enactment of state laws which permit
multi-bank holding companies as well as the availability of nationwide
interstate banking has created a highly competitive environment for financial
service providers in First American Bank of Pensacola's primary market area. In
one or more aspects of its business, First American Bank of Pensacola has
competed with other commercial banks, savings and loan associations, credit
unions, finance companies, mutual funds, insurance companies, brokerage and
investment banking companies, and other financial intermediaries operating in
its market area and elsewhere. Most of these competitors, some of which are
affiliated with large bank holding companies, have substantially greater
resources and lending limits, and may offer certain services that First American
Bank of Pensacola does not provide. In addition, many of FABP Bancshares'
non-bank competitors are not subject to the same extensive federal regulations
that govern bank holding companies and federally chartered and insured banks.
37
First American Bank of Pensacola's primary market area is served by 18
commercial banks with 97 offices. As of March 31, 2001, the total reported
deposits in the primary market area were approximately $3.3 billion.
Competition among financial institutions is based upon interest rates
offered on deposit accounts, interest rates charged on loans and other credit
and service charges, the quality of the services rendered, the convenience of
banking facilities, and, in the case of loans to commercial borrowers, relative
lending limits.
Employees
At July 31, 2001, First American Bank of Pensacola employed 66 full-time
and eight part-time employees. None of these employees are covered by a
collective bargaining agreement and management believes that its employee
relations are good.
Description of Property
First American Bank of Pensacola has designated as its main office its
freestanding 3,200 square foot branch located at 3310 North Pace Boulevard on an
outparcel of Town and Country Plaza in Pensacola, Florida. The facility has four
insider teller stations and three drive-in stations, and contains three offices,
a vault, a night depository, walk-up ATM, new accounts area, employee lounge and
a storage area. The facility is owned by the bank.
The bank's Eastgate branch office is located at 7139 North Ninth Avenue in
a 12,000 square foot two-story office building in the Eastgate Shopping Center
in Pensacola, Florida. The downstairs portion of 6,000 square feet contains four
teller stations, three drive-in teller stations, a manager's office, vault,
night depository, and a walk-up ATM. Also housed on the first floor is the
accounting and purchasing departments (four offices), human resources department
(one office), the data processing department and the customer service areas. The
second floor houses loan servicing, the audit and compliance area, and general
meeting and storage space. The facility is owned by the bank.
The bank's Cordova branch office is located in a one-story free-standing
building at 4440 Bayou Boulevard in Pensacola, Florida. The facility includes
four teller stations, four drive-in teller windows (one lane of which is not
equipped), three offices, a conference room, a vault, a night depository, a new
accounts area, a loan secretary area, an ATM, a storage room and a lounge. The
3,400 square foot facility is owned by the bank.
The bank's downtown branch office is located in the heart of Pensacola's
financial district at 33 West Garden Street. The one-story Garden Street
location opened in July 1995 and is under a 10-year lease at a monthly rental
starting at $7,356. The 6,500 square foot facility has five inside teller
windows, three drive-ins, eight offices, a board room, a vault, an ATM and a
night depository.
The bank's Gulf Breeze branch is located at 10 Daniel Drive, Gulf Breeze,
and occupies a 3,000 square foot facility. This branch has four inside teller
stations, three drive-in teller stations, a vault, a night depository, a walk-up
ATM and two offices. The facility has a new accounts area and an employee
lounge. The building is owned but the property is leased under a ten-year ground
lease starting at $1,000 per month. The bank has the option to purchase the
property at market value upon the expiration of the lease term in September
2006.
The bank's Nine Mile Road branch is located at 200 East Nine Mile Road and
is a 3,200 square foot facility having four inside teller stations, three
drive-in teller stations, a drive-up ATM, a vault, a night depository, three
offices, customer service area and an employee lounge. The branch is owned by
the bank.
The bank recently purchased an undeveloped branch site located on Highway
98 in Pace, Florida. The property is approximately one acre and is directly
across from a Home Depot store currently under construction.
38
Legal Proceedings
FABP Bancshares is periodically party to or otherwise involved in legal
proceedings arising in the normal course of business, such as claims to enforce
liens, foreclose on loan defaults, claims involving the making and servicing of
real property loans, and other issues incident to its business. Management is
not aware of any proceeding threatened or pending against FABP Bancshares which,
if determined adversely, would have a material effect on its business or
financial position.
Certain Relationships and Related Transactions
First American Bank of Pensacola has had various loan and other banking
transactions in the ordinary course of business with the directors, executive
officers, and principal shareholders of FABP Bancshares (or an associate of such
person). All such transactions: (i) have been made in the ordinary course of
business; (ii) have been made on substantially the same terms, including
interest rates and collateral on loans, as those prevailing at the time for
comparable transactions with unrelated persons; and (iii) in the opinion of
management do not involve more than the normal risk of collectibility or present
other unfavorable features. At June 30, 2001, the total dollar amount of
extensions of credit to directors, executive officers and FABP Bancshares
principal shareholders identified below, and any of their associates (excluding
extensions of credit which were less than $60,000 to any one such person and
their associates) were $10,750,000, which represented approximately 37.6% of
total shareholders' equity.
Principal Shareholders
The following table sets forth, as of September 1, 2001, the stock
ownership of each of FABP Bancshares' directors, by all directors and executive
officers as a group, and by each owner of more than 5% of the outstanding shares
of FABP Bancshares common stock.
Shares Beneficially
Name Owned Percent of Class
---- ------- ----------------
Thomas B. Carter................................ 131,088 (1) 8.4%
Matt Durney..................................... 99,005 (2) 6.3
H. Eugene Graves................................ 90,000 (3) 5.7
Harold R. Hudson................................ 79,332 (4) 5.1
Julian B. MacQueen.............................. 97,083 (5) 6.2
Richard McAlpin................................. 90,500 (6) 5.8
H. Cary McCoy................................... 79,584 (7) 5.1
William Rankin.................................. 55,350 3.5
Ray Russenberger................................ 100,666 (8) 6.4
Robert C. Sansing............................... 39,330 (9) 2.5
William Smart................................... 93,000 (10) 5.9
All directors and executive officers, as a group 968,827 (11) 61.6
(1) Includes 1,698 shares held by Mr. Carter's wife, 60 shares held by Mr.
Carter's daughter, 62,328 shares held jointly by Mr. Carter and his
wife, and 2,100 shares subject to presently exercisable options. The
business address of Mr. Carter is 33 West Garden Street, Pensacola,
Florida 32522-7129.
(2) The business address of Mr. Durney is 221 South Baylen Street,
Pensacola, Florida 32501.
(3) Owned jointly by Mr. Graves and his daughter. The business address of
Mr. Graves is 310 John Gray Road, Pensacola, Florida 32505.
(4) The business address of Mr. Hudson is 25 W. Cedar Street #304,
Pensacola, Florida 32501.
(5) Includes 34,658 shares owned jointly by Mr. MacQueen and his wife. The
business address of Mr. MacQueen is 113 Baybridge Drive, Gulf Bridge,
Florida 32561.
39
(6) Includes 1,500 shares owned by M&W Investments Group, a Florida
general partnership of which Mr. McAlpin is a partner. The business
address of Mr. McAlpin is 200 E. Intendencia Street, Pensacola,
Florida 32501.
(7) Includes 13,000 shares held jointly by Mr. McCoy and his wife, 384
shares held by Mr. McCoy's wife, 4,650 shares held jointly by Mr.
McCoy and his mother, and 1,850 shares subject to presently
exercisable options. The business address of Mr. McCoy is 33 West
Garden Street, Pensacola, Florida 32522-7129.
(8) Includes 2,666 shares held jointly by Mr. Russenberger's wife and her
mother. The business address of Mr. Russenberger is P.O. Box 120 63,
Pensacola, Florida 32590.
(9) Includes 5,058 shares held by Mr. Sansing as trustee for his children.
The business address of Mr. Sansing is 6200 Pensacola Boulevard,
Pensacola, Florida 32505.
(10) Includes 55,800 shares owned by Mr. Smart's wife as trustee. The
business address of Mr. Smart is 3901 West Madura Street, Gulf Breeze,
Florida 37561.
(11) Includes 6,710 shares subject to presently exercisable options.
REGULATORY MATTERS
General
As a bank holding company, Synovus is subject to regulation under the Bank
Holding Company Act of 1956, and to inspection, examination and supervision by
the Board of Governors of the Federal Reserve System. Synovus' affiliate
national banking associations are subject to regulation and examination
primarily by the Office of the Comptroller of the Currency and, secondarily, by
the FDIC and the Federal Reserve Board. Synovus' state-chartered banks are
subject to primary federal regulation and examination by the FDIC and, in
addition, are regulated and examined by their respective state banking
departments. Numerous other federal and state laws, as well as regulations
promulgated by the Federal Reserve, the state banking regulators, the OCC and
the FDIC govern almost all aspects of the operations of the banks. Various
federal and state bodies regulate and supervise Synovus' non-banking
subsidiaries including its brokerage, investment advisory, insurance agency and
processing operations. These include, but are not limited to, the SEC, the
National Association of Securities Dealers, Inc., federal and state banking
regulators and various state regulators of insurance and brokerage activities.
Dividends
Under the laws of the State of Georgia, Synovus, as a business corporation,
may declare and pay dividends in cash or property unless the payment or
declaration would be contrary to restrictions contained in its Articles of
Incorporation, and unless, after payment of the dividend, it would not be able
to pay its debts when they become due in the usual course of its business or its
total assets would be less than the sum of its total liabilities. Synovus is
also subject to regulatory capital restrictions that limit the amount of cash
dividends that it may pay. Additionally, Synovus is subject to contractual
restrictions that limit the amount of cash dividends it may pay. Under the laws
of the State of Florida, FABP Bancshares may declare and pay dividends in cash
or property unless it is insolvent or the payment would render it insolvent, or
when the declaration and payment would be contrary to any restrictions contained
in its Articles of Incorporation.
The primary sources of funds for Synovus' payment of dividends to its
shareholders are dividends and fees to Synovus from its banking and nonbanking
affiliates. Similarly, the primary source of funds for FABP Bancshares' payment
of dividends to its shareholders are dividends to FABP Bancshares from its
banking affiliate, First American Bank of Pensacola. Various federal and state
statutory provisions and regulations limit the amount of dividends that the
subsidiary banks of Synovus and FABP Bancshares may pay. Under the regulations
of the Georgia Banking Department, a Georgia bank must have approval of the
Georgia Banking Department to pay cash dividends if, at the time of such
payment:
* the ratio of Tier 1 capital to adjusted total assets is less than 6%;
* the aggregate amount of dividends to be declared or anticipated to be
declared during the current calendar year exceeds 50% of its net
profits, after taxes but before dividends, for the previous calendar
year; or
40
* its total classified assets in its most recent regulatory examination
exceeded 80% of its Tier 1 capital plus its allowance for loan losses,
as reflected in the examination.
In general, the approval of the Alabama Banking Department and the Florida
Banking Department is required if the total of all dividends declared by an
Alabama or Florida bank, as the case may be, in any year would exceed the total
of its net profits for that year combined with its retained net profits for the
preceding two years less any required transfers to surplus. In addition, the
approval of the OCC is required for a national bank to pay dividends in excess
of the bank's retained net income for the current year plus retained net income
for the preceding two years.
Some of Synovus' banking affiliates have in the past been required to
secure prior regulatory approval for the payment of dividends to Synovus in
excess of regulatory limits and may be required to seek approval for the payment
of dividends to Synovus in excess of those limits in the future. If prior
regulatory approvals are sought, there is no assurance that any such regulatory
approvals will be granted.
Federal and state banking regulations applicable to Synovus and its banking
subsidiaries require minimum levels of capital which limit the amounts available
for payment of dividends. Synovus' objective is to pay out at least one-third of
prior year's earnings in cash dividends to its shareholders. Synovus and its
predecessors have paid cash dividends on their common stock in every year since
1891. Under restrictions imposed under federal and state laws, Synovus'
subsidiary banks could declare aggregate dividends to Synovus of approximately
$132.2 million during 2001 without obtaining regulatory approval.
Capital Requirements
Synovus and FABP Bancshares are required to comply with the capital
adequacy standards established by the Federal Reserve Board and their banking
subsidiaries must comply with similar capital adequacy standards established by
the OCC and FDIC, as applicable. There are two basic measures of capital
adequacy for bank holding companies and their banking subsidiaries that have
been promulgated by the Federal Reserve Board, the FDIC and the OCC: a
risk-based measure and a leverage measure. All applicable capital standards must
be satisfied for a bank holding company or a bank to be considered in
compliance.
The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profile among banks and bank
holding companies, to account for off-balance-sheet exposure, and to minimize
disincentives for holding liquid assets. Assets and off-balance-sheet items are
assigned to broad risk categories, each with appropriate weights. The resulting
capital ratios represent capital as a percentage of total risk-weighted assets
and off-balance-sheet items.
The minimum guideline for the ratio of total capital to risk-weighted
assets (including certain off-balance-sheet items, such as standby letters of
credit) is 8.0%. At least half of total capital must comprise common stock,
minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other intangible assets,
referred to as Tier 1 Capital. The remainder may consist of subordinated debt,
other preferred stock and a limited amount of loan loss reserves, referred to as
Tier 2 Capital. The Federal Reserve Board also requires certain bank holding
companies that engage in trading activities to adjust their risk-based capital
to take into consideration market risk that may result from movements in market
prices of covered trading positions in trading accounts, or from foreign
exchange or commodity positions, whether or not in trading accounts, including
changes in interest rates, equity prices, foreign exchange rates or commodity
prices. Any capital required to be maintained under these provisions may consist
of new Tier 3 Capital consisting of certain short term subordinated debt. In
addition, the Federal Reserve Board has issued a policy statement, under which a
bank holding company that is determined to have weaknesses in its risk
management processes or a high level of interest rate risk exposure may be
required to hold additional capital.
The Federal Reserve Board has also established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
leverage ratio of Tier 1 Capital to average assets, less goodwill and certain
other intangible assets, of 3.0% for bank holding companies that meet certain
specified criteria, including having the highest regulatory rating. All other
bank holding companies generally are required to maintain a leverage
41
ratio of at least 4.0%. Bank holding companies are expected to maintain
higher-than- minimum capital ratios if they have supervisory, financial,
operational or managerial weaknesses, or if they are anticipating or
experiencing significant growth. Synovus has not been advised by the Federal
Reserve Board of any specific minimum leverage ratio applicable to it.
At June 30, 2001, Synovus' total capital ratio was 12.71%, its Tier 1
Capital ratio was 11.53% and its Tier 1 leverage ratio was 10.43%. Assuming the
merger had been consummated on June 30, 2001, the total capital ratio of Synovus
would have been 12.70%, its Tier 1 Capital ratio would have been 11.52% and its
Tier 1 leverage ratio would have been 10.00%. Each of these ratios exceeds the
current requirements under the Federal Reserve Board's capital guidelines.
At June 30, 2001, FABP's total capital ratio was 12.39%, its Tier 1 Capital
ratio was 11.20% and its Tier 1 leverage ratio was 8.82%. Each of these ratios
exceeds the current requirements under the Federal Reserve Board's capital
guidelines.
Each of Synovus' and FABP Bancshares' banking subsidiaries is subject to
similar risk-based and leverage capital requirements adopted by its applicable
federal banking agency, and each was in compliance with the applicable minimum
capital requirements as of June 30, 2001.
Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the FDIC, a prohibition on the taking of brokered
deposits and other restrictions on its business. As described below, substantial
additional restrictions can be imposed upon FDIC-insured depository institutions
that fail to meet applicable capital requirements. See "Prompt Corrective
Action" below.
Commitments to Subsidiary Banks
Under the Federal Reserve Board's policy, Synovus is expected to act as a
source of financial strength to its subsidiary banks and to commit resources to
support its subsidiary banks in circumstances when it might not do so absent
that policy. In addition, any capital loans by Synovus to any of its subsidiary
banks would also be subordinate in right of payment to depositors and to certain
other indebtedness of that bank.
In the event of Synovus' bankruptcy, any commitment by Synovus to a federal
bank regulatory agency to maintain the capital of a banking subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment. In
addition, the Federal Deposit Insurance Act provides that any financial
institution whose deposits are insured by the FDIC generally will be liable for
any loss incurred by the FDIC in connection with the default of, or any
assistance provided by the FDIC to, a commonly controlled financial institution.
Prompt Corrective Action
The Federal Deposit Insurance Corporation Improvement Act of 1991
establishes a system of prompt corrective action to resolve the problems of
undercapitalized institutions. Under this system the federal banking regulators
are required to rate supervised institutions on the basis of five capital
categories as described below. The federal banking regulators are also required
to take mandatory supervisory actions, and are authorized to take other
discretionary actions, with respect to institutions in the three
undercapitalized categories, the severity of which will depend upon the capital
category in which the institution is placed. Generally, subject to a narrow
exception, the Federal Deposit Insurance Corporation Improvement Act requires
the banking regulator to appoint a receiver or conservator for an institution
that is critically undercapitalized. The federal banking agencies have specified
by regulation the relevant capital level for each category.
Under the Federal Deposit Insurance Corporation Improvement Act, the
Federal Reserve, the FDIC, the OCC and the Office of Thrift Supervision have
adopted regulations setting forth a five-tier scheme for measuring the capital
adequacy of the financial institutions they supervise. Under the regulations, an
institution would be placed in one of the following capital categories:
42
* Well Capitalized - an institution that has a total capital ratio of at
least 10%, a Tier 1 Capital ratio of at least 6% and a Tier 1 leverage
ratio of at least 5%;
* Adequately Capitalized - an institution that has a total capital ratio
of at least 8%, a Tier 1 Capital ratio of at least 4% and a Tier 1
leverage ratio of at least 4%;
* Undercapitalized - an institution that has a total capital ratio of
under 8%, a Tier 1 Capital ratio of under 4% or a Tier 1 leverage
ratio of under 4%;
* Significantly Undercapitalized - an institution that has a total
capital ratio of under 6%, a Tier 1 Capital ratio of under 3% or a
Tier 1 leverage ratio of under 3%; and
* Critically Undercapitalized - an institution whose tangible equity is
not greater than 2% of total tangible assets.
The regulations permit the appropriate federal banking regulator to
downgrade an institution to the next lower category if the regulator determines
(1) after notice and opportunity for hearing or response, that the institution
is in an unsafe or unsound condition or (2) that the institution has received
and not corrected a less-than-satisfactory rating for any of the categories of
asset quality, management, earnings or liquidity in its most recent examination.
Supervisory actions by the appropriate federal banking regulator depend upon an
institution's classification within the five categories. Synovus' management
believes that Synovus and its bank subsidiaries have the requisite capital
levels to qualify as well capitalized institutions under the Federal Deposit
Insurance Corporation Improvement Act regulations.
The Federal Deposit Insurance Corporation Improvement Act generally
prohibits a depository institution from making any capital distribution,
including payment of a dividend, or paying any management fee to its holding
company if the depository institution would thereafter be undercapitalized.
Undercapitalized depository institutions are subject to restrictions on
borrowing from the Federal Reserve System. In addition, undercapitalized
depository institutions are subject to growth limitations and are required to
submit capital restoration plans. A depository institution's holding company
must guarantee the capital plan, up to an amount equal to the lesser of 5% of
the depository institution's assets at the time it becomes undercapitalized or
the amount of the capital deficiency when the institution fails to comply with
the plan. Federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic assumptions
and is likely to succeed in restoring the depository institution's capital. If a
depository institution fails to submit an acceptable plan, it is treated as if
it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized depository institutions are subject to appointment of a
receiver or conservator.
Safety and Soundness Standards
The Federal Deposit Insurance Act, as amended by the Federal Deposit
Insurance Corporation Improvement Act and the Riegle Community Development and
Regulatory Improvement Act of 1994, requires the federal bank regulatory
agencies to prescribe standards, by regulations or guidelines, relating to
internal controls, information systems and internal audit systems, loan
documentation, credit underwriting, interest rate risk exposure, asset growth,
asset quality, earnings, stock valuation and compensation, fees and benefits and
such other operational and managerial standards as the agencies deem
appropriate. The federal bank regulatory agencies have adopted a set of
guidelines prescribing safety and soundness standards under the Federal Deposit
Insurance Corporation Improvement Act. The guidelines establish general
standards relating to internal controls and information systems, internal audit
systems, loan documentation, credit underwriting, interest rate exposure, asset
growth and compensation, fees and benefits. In general, the guidelines require,
among other things, appropriate systems and practices to identify and manage the
risks and exposures specified in the guidelines. The guidelines prohibit
excessive compensation as an unsafe and unsound practice and describe
compensation as excessive when the amounts paid are unreasonable or
disproportionate to the services performed by an executive officer, employee,
director or principal shareholder. The federal banking agencies determined that
stock valuation standards were not
43
appropriate. In addition, the agencies have adopted regulations that authorize,
but do not require, an agency to order an institution that has been given notice
by an agency that it is not satisfying any of such safety and soundness
standards to submit a compliance plan. If, after being so notified, an
institution fails to submit an acceptable compliance plan, the agency must issue
an order directing action to correct the deficiency and may issue an order
directing other actions of the types to which an undercapitalized institution is
subject under the prompt corrective action provisions of the Federal Deposit
Insurance Corporation Improvement Act. See "Prompt Corrective Action" above. If
an institution fails to comply with such an order, the agency may seek to
enforce such order in judicial proceedings and to impose civil money penalties.
Depositor Preference Statute
Federal law provides that deposits and certain claims for administrative
expenses and employee compensation against an insured depository institution
would be afforded a priority over other general unsecured claims against such an
institution, including federal funds and letters of credit, in the liquidation
or other resolution of such an institution by any receiver.
Gramm-Leach-Bliley Act
On November 12, 1999, legislation was enacted which allows bank holding
companies to engage in a wider range of non-banking activities, including
greater authority to engage in securities and insurance activities. Under the
Gramm-Leach-Bliley Act, a bank holding company that elects to become a financial
holding company may engage in any activity that the Federal Reserve Board, in
consultation with the Secretary of the Treasury, determines by regulation or
order is: (1) financial in nature; (2) incidental to any such financial
activity; or (3) complementary to any such financial activity and does not pose
a substantial risk to the safety or soundness of depository institutions or the
financial system generally. The legislation makes significant changes in United
States banking law, principally by repealing restrictive provisions of the 1933
Glass-Steagall Act. The legislation specifies certain activities that are deemed
to be financial in nature, including lending, exchanging, transferring,
investing for others, or safeguarding money or securities; underwriting and
selling insurance; providing financial, investment or economic advisory
services; underwriting, dealing in or making a market in, securities; and any
activity currently permitted for bank holding companies by the Federal Reserve
Board under Section 4(c)(8) of the Bank Holding Company Act. The legislation
does not authorize banks or their affiliates to engage in commercial activities
that are not financial in nature. A bank holding company may elect to be treated
as a financial holding company only if all depository institution subsidiaries
of the holding company are well-capitalized, well-managed and have at least a
satisfactory rating under the Community Reinvestment Act. Synovus became a
financial holding company in April 2000.
In addition to the Gramm-Leach-Bliley Act, there have been a number of
legislative and regulatory proposals that would have an impact on bank/financial
holding companies and their bank and nonbank subsidiaries. It is impossible to
predict whether or in what form these proposals may be adopted in the future and
if adopted, what their effect will be on Synovus.
LEGAL MATTERS
The validity of the Synovus common stock to be issued in connection with
the merger will be passed upon by Kathleen Moates, Senior Vice President and
Senior Deputy General Counsel of Synovus. Ms. Moates beneficially owns shares of
Synovus common stock and options to purchase additional shares of Synovus common
stock. As of the date of this document, the number of shares Ms. Moates owns or
has the right to acquire upon exercise of her options is, in the aggregate, less
than 0.1% of the outstanding shares of Synovus common stock.
EXPERTS
The consolidated financial statements of Synovus Financial Corp. and
subsidiaries as of December 31, 2000 and 1999 and for each of the years in the
three year period ended December 31, 2000 incorporated in this document by
reference to our Annual Report on Form 10-K for the year ended December 31, 2000
have been so incorporated in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein and upon the
authority of such firm as experts in accounting and auditing.
44
OTHER MATTERS
FABP Bancshares' board of directors does not know of any matters to be
presented at the special meeting other than the proposal to approve the merger.
If any other matters are properly brought before the special meeting or any
adjournment of the special meeting, the enclosed proxy will be deemed to confer
discretionary authority on the individuals named as proxies to vote the shares
represented by the proxy as to any such matters.
SHAREHOLDER PROPOSALS
Synovus' 2002 annual meeting of shareholders will be held in April 2002.
Any shareholder satisfying the Securities and Exchange Commission requirements
and wishing to submit a proposal to be included in the proxy statement for the
2002 annual meeting of shareholders should submit the proposal in writing to the
Secretary, Synovus Financial Corp., 901 Front Avenue, Suite 301, Columbus,
Georgia 31901. Synovus must receive a proposal by November 15, 2001 to consider
it for inclusion in the proxy statement for the 2002 annual meeting of
shareholders.
If the merger is not consummated, FABP Bancshares will inform its
shareholders of the date and time of the 2002 annual meeting of shareholders of
FABP Bancshares.
WHERE YOU CAN FIND MORE INFORMATION
Synovus files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information that Synovus files with the
SEC at the SEC's public reference room at 450 Fifth Street, NW, Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. These SEC filings are also available to the public from
commercial document retrieval services and at the Internet world wide web site
maintained by the SEC at http://www.sec.gov. Reports, proxy statements and other
information should also be available for inspection at the offices of the NYSE.
Synovus filed a registration statement to register with the SEC the Synovus
common stock to be issued to FABP Bancshares shareholders in the merger. This
document is a part of that registration statement and constitutes a prospectus
of Synovus. As allowed by SEC rules, this document does not contain all the
information you can find in Synovus' registration statement or the exhibits to
that registration statement.
The SEC allows Synovus to "incorporate by reference" information into this
document, which means that Synovus can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered part of this document, except for any
information superseded by information contained directly in this document or in
later filed documents incorporated by reference in this document.
This document incorporates by reference the documents set forth below that
Synovus has previously filed with the SEC. These documents contain important
information about Synovus and its business.
Synovus SEC Filings (File No. 1-10312)
(1) Synovus' Annual Report on Form 10-K for the year ended December 31,
2000, as amended on April 26, 2001;
(2) Synovus' Quarterly Reports on Form 10-Q for the quarters ended March
31, 2001 and June 30, 2001;
(3) Synovus' Current Reports on Form 8-K dated April 19, 2001 and July 18,
2001;
45
(4) the description of Synovus common stock contained in Synovus'
Registration Statement on Form 8-A filed with the SEC on August 21,
1989; and
(5) the description of the shareholder rights plan of Synovus contained in
Synovus' Registration Statement on Form 8-A filed with the SEC on
April 28, 1999.
Synovus also incorporates by reference additional documents that may be
filed with the SEC between the date of this document and the consummation of the
merger or termination of the merger agreement. These include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
Synovus has supplied all information contained or incorporated by reference
in this document relating to Synovus and FABP Bancshares has supplied all
information contained in this document relating to FABP Bancshares.
You can obtain any of the documents incorporated by reference from Synovus,
the SEC or the SEC's Internet web site as described above. Documents
incorporated by reference are available from Synovus without charge, excluding
all exhibits, except that if Synovus has specifically incorporated by reference
an exhibit in this document, the exhibit will also be available without charge.
You may obtain documents incorporated by reference in this document by
requesting them in writing or by telephone from Synovus at the following
address:
Synovus Financial Corp.
901 Front Avenue, Suite 301
Columbus, Georgia 31901
Attn: G. Sanders Griffith, III
Senior Executive Vice President,
General Counsel & Secretary
Telephone: (706) 649-2267
If you would like to request documents, please do so by ___________, 2001
to receive them before the FABP Bancshares special meeting.
You should rely only on the information contained or incorporated by
reference in this document. Synovus and FABP Bancshares have not authorized
anyone to provide you with information that is different from what is contained
in this document. This document is dated __________, 2001. You should not assume
that the information contained in this document is accurate as of any date other
than that date. Neither the mailing of this document to shareholders nor the
issuance of Synovus common stock in the merger creates any implication to the
contrary.
FORWARD-LOOKING STATEMENTS
Synovus and FABP Bancshares make forward-looking statements in this
document, and Synovus makes such statements in its public documents, that are
subject to risks and uncertainties. These forward-looking statements include
information about possible or assumed future results of our operations. Also,
when we use any of the words "believes," "expects," "anticipates" or similar
expressions, we are making forward-looking statements. Many possible events or
factors could affect the financial results and performance of each of our
companies. This could cause results or performances to differ materially from
those expressed in our forward-looking statements. The Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking
statements. In order to comply with the terms of the safe harbor, we note that a
variety of factors could cause our actual results and experience to differ
materially from the anticipated results or other expectations expressed in such
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of our businesses include, but
are not limited to, those described below. You should consider these risks when
you vote on the merger. These possible events or factors include the following:
* our cost savings from the merger are less than we expect, or we are
unable to obtain those cost savings as soon as we expect;
46
* costs or difficulties relating to the integration of FABP Bancshares
may be greater than expected;
* we lose more deposits, customers, or business than we expect;
* competition in the banking industry increases significantly;
* our integration costs are higher than we expect or our operating costs
after the merger are greater than we expect;
* the merger does not generate the synergies we expect;
* technological changes and systems integration are harder to makeor
more expensive than we expect;
* changes in the interest rate environment reduce our margins;
* general economic or business conditions are worse than we expect;
* legislative or regulatory changes occur which adversely affect our
business;
* changes occur in business conditions and inflation; and
* changes occur in the securities markets.
Management of each of Synovus and FABP Bancshares believes the
forward-looking statements about its company are reasonable; however, you should
not place undue reliance on them. Forward-looking statements are not guarantees
of performance. They involve risks, uncertainties and assumptions. The future
results and shareholder values of Synovus following completion of the merger may
differ materially from those expressed or implied in these forward-looking
statements. Many of the factors that will determine these results and values are
beyond Synovus' and FABP Bancshares' ability to control or predict.
PRO FORMA FINANCIAL INFORMATION
Pro forma financial information reflecting the acquisition of FABP
Bancshares by Synvous is not presented in this document since the pro forma
effect is not significant.
47
Appendix "A"
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of the 28th day of June, 2001 (the
"Plan" or the "Agreement") by and between SYNOVUS FINANCIAL CORP. ("Synovus")
and FABP Bancshares, Inc. ("FABP").
RECITALS:
A. Synovus. Synovus has been duly incorporated and is an existing
corporation in good standing under the laws of Georgia, with its principal
executive offices located in Columbus, Georgia. As of May 31, 2001, Synovus had
600,000,000 authorized shares of common stock, par value $1.00 per share
("Synovus Common Stock"), of which 290,563,055 shares were outstanding. All of
the issued and outstanding shares of Synovus Common Stock are duly and validly
issued and outstanding and are fully paid and nonassessable and not subject to
any preemptive rights. Synovus has 39 wholly-owned banking subsidiaries (as
defined in Rule 1-02 of Regulation S-X promulgated by the Securities and
Exchange Commission, a "Subsidiary") and other non-banking Subsidiaries as of
the date hereof. Each Subsidiary that is a depository institution is an "insured
institution" as defined in the Federal Deposit Insurance Act and the applicable
regulations thereunder, and the deposits in which are insured by the Federal
Deposit Insurance Corporation.
B. FABP. FABP has been duly incorporated and is an existing corporation
in good standing under the laws of Florida, with its principal executive offices
located in Pensacola, Florida. As of the date hereof, FABP has 5,000,000
authorized shares of common stock, par value $.001 per share ("FABP Common
Stock"), of which 1,567,510 shares are outstanding as of the date hereof. All of
the issued and outstanding shares of FABP Common Stock are duly and validly
issued and outstanding and are fully paid and nonassessable and not subject to
any preemptive rights. FABP has one wholly-owned banking Subsidiary, First
American Bank of Pensacola, N.A. ("the Bank"). The Bank is an "insured
institution" as defined in the Federal Deposit Insurance Act and the applicable
regulations thereunder, and the deposits in which are insured by the Federal
Deposit Insurance Corporation.
C. Rights, Etc. Neither Synovus nor FABP has any shares of its capital
stock reserved for issuance, any outstanding option, call or commitment relating
to shares of its capital stock or any outstanding securities, obligations or
agreements convertible into or exchangeable for, or giving any person any right
(including, without limitation, preemptive rights) to subscribe for or acquire
from it, any shares of its capital stock except, in the case of Synovus, as
described in its filings made with the Securities and Exchange Commission
("SEC") and except, in the case of FABP, as described in the audited financial
statements of FABP for the year ended December 31, 2000 or its unaudited
financial statements for the period ended March 31, 2001 or except as otherwise
disclosed in the letter referred to in Article III below.
A-1
D. Board Approvals. The respective Boards of Directors of Synovus
and FABP have unanimously approved and adopted the Plan and have duly authorized
its execution. In the case of FABP, the Board of Directors has
unanimously voted to recommend to its shareholders that the Plan be approved.
E. Materiality. Unless the context otherwise requires, any reference
in this Agreement to materiality with respect to any party shall be deemed to
be with respect to such party and its Subsidiaries, or in the case
of FABP, its Subsidiary, in each case taken as a whole.
In consideration of their mutual promises and obligations hereunder,
and intending to be legally bound hereby, Synovus and FABP adopt the Plan and
prescribe the terms and conditions hereof and the manner and basis of carrying
it into effect, which shall be as follows:
I. THE MERGER
(A) Structure of the Merger. On the Effective Date (as defined in
Article VII), FABP will merge (the "Merger") with and into Synovus, with Synovus
being the surviving corporation (the "Surviving Corporation") under the name
Synovus Financial Corp. pursuant to the applicable provisions of the Georgia
Business Corporation Code ("Georgia Act") and the Florida Business Corporation
Act ("Florida Act"). On the Effective Date, the articles of incorporation and
bylaws of the Surviving Corporation shall be the articles of incorporation and
bylaws of Synovus in effect immediately prior to the Effective Date.
Also on the Effective Date, the parties shall cause the Bank, a
wholly-owned subsidiary of FABP, to be merged with and into Bank of Pensacola, a
wholly-owned subsidiary of Synovus, with Bank of Pensacola as the resulting bank
of the merger. After the merger certain of the former offices of the Bank will
operate as branch offices of Bank of Pensacola.
(B) Effect on Outstanding Shares. By virtue of the Merger,
automatically and without any action on the part of the holder thereof, each
share of FABP Common Stock issued and outstanding on the Effective Date (other
than shares as to which dissenters' appraisal rights have been validly exercised
and perfected and for which cash is payable pursuant to the Florida Act
("Dissenters' Shares")) shall be converted into and exchanged for shares of
Synovus Common Stock, with the exact number of shares of Synovus Common Stock
into which each such share of FABP Common Stock is to be converted to be
determined in accordance with the conversion ratio table set forth in Appendix
"A" attached hereto and made a part hereof ("Per Share Exchange Ratio"). As of
the Effective Date, each share of FABP Common Stock held as treasury stock of
FABP shall be canceled, retired and cease to exist, and no payment shall be made
in respect thereof.
No fractional shares of Synovus Common Stock shall be issued in
connection with the Merger. Each holder of FABP Common Stock who would otherwise
have been entitled to receive a fraction of a share of Synovus Common Stock
shall receive, in lieu thereof, cash (without interest) in an amount equal to
such fractional part of a share of Synovus Common
A-2
Stock multiplied by the closing price per share of Synovus Common Stock on the
New York Stock Exchange ("NYSE") on the fifth business day immediately preceding
the Effective Date of the Merger.
Each holder of FABP Common Stock will be entitled to ten votes for each
share of Synovus Common Stock to be received by him/her on the Effective Date
pursuant to a set of resolutions adopted by the Board of Directors of Synovus on
June 28, 2001 in accordance with and subject to those certain Articles of
Amendment to Synovus' Articles of Incorporation, dated April 24, 1986. Synovus
shall provide FABP with certified copies of such resolutions prior to the
Effective Date.
The shares of Synovus Common Stock issued and outstanding immediately
prior to the Effective Date shall remain outstanding and unchanged after the
Merger.
In the event that, subsequent to the date of this Plan but prior to the
Effective Date, the outstanding shares of Synovus Common Stock shall have been
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
like changes in Synovus' capitalization, then an appropriate and proportionate
adjustment shall be made to the Per Share Exchange Ratio so as to prevent the
dilutive effect of such transaction on a percentage of ownership basis.
(C) Procedures. Certificates which represent shares of FABP Common
Stock that are outstanding on the Effective Date (each, a "Certificate") and are
converted into shares of Synovus Common Stock pursuant to the Plan shall, after
the Effective Date, be deemed to represent shares of the Synovus Common Stock
into which such shares have become converted and shall be exchangeable by the
holders thereof in the manner provided in the transmittal materials described
below for new certificates representing the shares of Synovus Common Stock into
which such shares have been converted.
As promptly as practicable after the Effective Date, Synovus shall send
to each holder of record of shares of FABP Common Stock outstanding on the
Effective Date transmittal materials for use in exchanging the Certificates for
certificates for shares of the Synovus Common Stock into which such shares of
the FABP Common Stock have been converted pursuant to the Plan. Upon surrender
of a Certificate, duly endorsed as Synovus may require, the holder of such
Certificate shall be entitled to receive in exchange therefor the consideration
set forth in Paragraph I(B) hereof and such Certificate shall forthwith be
canceled. No dividend or other distribution payable after the Effective Date
with respect to the Synovus Common Stock shall be paid to the holder of any
unsurrendered Certificate until the holder thereof surrenders such Certificate,
at which time such holder shall receive all dividends and distributions, without
interest thereon, previously withheld from such holder pursuant hereto. After
the Effective Date, there shall be no transfers on the stock transfer books of
FABP of shares of FABP Common Stock which were issued and outstanding on the
Effective Date and converted pursuant to the provisions of the Plan. If after
the Effective Date, Certificates are presented for transfer to FABP
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or Synovus, they shall be canceled and exchanged for the shares of Synovus
Common Stock deliverable in respect thereof as determined in accordance with the
provisions of Paragraph (B) of Article I and in accordance with the procedures
set forth in this Paragraph. In the case of any lost, mislaid, stolen or
destroyed Certificate, the holder thereof may be required, as a condition
precedent to the delivery to such holder of the consideration described in
Paragraph B, to deliver to Synovus a bond in such sum as Synovus may direct as
indemnity against any claim that may be made against the exchange agent, Synovus
or FABP with respect to the Certificate alleged to have been lost, mislaid,
stolen or destroyed.
After the Effective Date, holders of FABP Common Stock shall cease to
be, and shall have no rights as, stockholders of FABP, other than to receive
shares of Synovus Common Stock into which such shares have been converted,
fractional share payments pursuant to the Plan and any dividends or
distributions with respect to such shares of Synovus Common Stock. Until 90 days
after the Effective Date, former shareholders of record of FABP shall be
entitled to vote at any meeting of Synovus shareholders the number of shares of
Synovus Common Stock into which their respective FABP Common Stock are converted
regardless of whether such holders have exchanged their Certificates pursuant to
the Plan.
Notwithstanding the foregoing, neither Synovus nor FABP nor any other
person shall be liable to any former holder of shares of FABP Common Stock for
any amounts paid or property delivered in good faith to a public official
pursuant to applicable abandoned property, escheat or similar laws.
(D) Options. On the Effective Date, each option granted by FABP to
purchase shares of FABP Common Stock, which is outstanding and unexercised
immediately prior thereto, shall be converted automatically into an option to
purchase shares of Synovus Common Stock in an amount and at an exercise price
determined as provided below (and otherwise having the same duration and other
terms as the original option):
(1) The number of shares of Synovus Common Stock to be subject
to the new option shall be equal to the product of the number of shares of FABP
Common Stock subject to the original option multiplied by the Per Share Exchange
Ratio, provided that any fractional share of Synovus Common Stock resulting from
such multiplication shall be rounded to the nearest whole share; and
(2) The exercise price per share of Synovus Common Stock under
the new option shall be equal to the exercise price per share of FABP Common
Stock under the original option divided by the Per Share Exchange Ratio,
provided that such exercise price shall be rounded up to the nearest cent.
The adjustment provided herein with respect to any options which are
"incentive stock options" (as defined in Section 422 of the Internal Revenue
Code of 1986 (the "Code")) shall be and is intended to be effected in a manner
which is consistent with Section 424(a) of the Code.
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Within thirty (30) days after the Effective Date, Synovus shall notify
each holder of an option to purchase FABP Common Stock of the assumption of such
options by Synovus and the revisions to the options shall be effected thereby.
No payment shall be made for fractional interests. From and after the date
hereof, no additional options to purchase FABP Common Stock shall be granted.
II. ACTIONS PENDING MERGER
(A) FABP and the Bank shall conduct their businesses only in the
ordinary course and shall not, without the prior written consent of Synovus,
which consent will not be unreasonably withheld: (1) issue any options to
purchase capital stock or issue any shares of capital stock, other than shares
of FABP Common Stock issued in connection with the exercise of currently
outstanding options to purchase shares of FABP Common Stock; (2) declare, set
aside, or pay any dividend or distribution with respect to the capital stock of
FABP other than normal and customary quarterly cash dividends in accordance with
past practices; (3) directly or indirectly redeem, purchase or otherwise acquire
any capital stock of FABP or the Bank; (4) effect a split or reclassification of
the capital stock of FABP or the Bank or a recapitalization of FABP or the Bank;
(5) amend the articles of incorporation, articles of association or bylaws of
FABP or the Bank; (6) grant any increase in the salaries payable or to become
payable by FABP or the Bank to any employee other than normal, annual salary
increases to be made with regard to the employees of FABP or the Bank; (7) make
any change in any bonus, group insurance, pension, profit sharing, deferred
compensation, or other benefit plan, payment or arrangement made to, for or with
respect to any employees or directors of FABP or the Bank, except to the extent
such changes are required by applicable laws or regulations; (8) enter into,
terminate or materially modify or amend any contract, lease or other agreement
with any officer or director of FABP or the Bank or any "associate" of any such
officer or director, as such term is defined in Regulation 14A under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), other than in the
ordinary course of their banking business; (9) incur or assume any liabilities,
other than in the ordinary course of their banking business; (10) dispose of any
of their assets or properties, other than in the ordinary course of their
banking business; (11) solicit, encourage or authorize any individual,
corporation or other entity, including its directors, officers and other
employees, to solicit from any third party any inquiries or proposals relating
to the disposition of its business or assets, or the acquisition of its voting
securities, or the merger of it or the Bank with any corporation or other entity
other than as provided by this Agreement, or subject to the fiduciary
obligations of its Board of Directors, provide any individual, corporation or
other entity with information or assistance or negotiate with any individual,
corporation or other entity in furtherance of such inquiries or to obtain such a
proposal (and FABP shall promptly notify Synovus of all of the relevant details
relating to all inquiries and proposals which it may receive relating to any of
such matters); (12) take any other action or permit its Subsidiary to take any
action not in the ordinary course of business of it and the Bank; or (13)
directly or indirectly agree to take any of the foregoing actions.
(B) Without the prior written consent of FABP, which consent will not
be unreasonably withheld, Synovus will not: (1) declare, set aside or pay any
cash dividend on its
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Common Stock other than normal and customary quarterly cash dividends in
accordance with Synovus' current dividend policy; or (2) take any action that
would: (a) delay or adversely affect the ability of Synovus to obtain any
necessary approvals of regulatory authorities required for the transactions
contemplated hereby; or (b) adversely affect its ability to perform its
covenants and agreements on a timely basis under this Plan.
III. REPRESENTATIONS AND WARRANTIES
Synovus hereby represents and warrants to FABP, and FABP represents and
warrants to Synovus, that, except as previously disclosed in a letter of Synovus
or FABP, respectively, of even date herewith delivered to the other party:
(A) the representations set forth in Recitals A through D of the Plan
with respect to it are true and correct and constitute representations and
warranties for the purpose of Article V, hereof;
(B) the outstanding shares of capital stock of it and its Subsidiaries
are duly authorized, validly issued and outstanding, fully paid and (subject to
12 U.S.C. ss.55 in the case of a national bank Subsidiary) non-assessable, and
subject to no preemptive rights of current or past shareholders;
(C) each of it and its Subsidiaries has the power and authority, and is
duly qualified in all jurisdictions (except for such qualifications the absence
of which will not as a whole have an adverse effect on the business, results of
operations or financial condition of it or its Subsidiaries which is material to
it and its Subsidiaries, taken as a whole ("Material Adverse Effect") provided
that "Material Adverse Effect" shall not be deemed to include: (1) the impact of
changes in banking or similar laws of general applicability or interpretations
thereof by courts or governmental authorities; or (2) changes in generally
accepted accounting principles applicable to banks and their holding companies)
where such qualification is required to carry on its business as it is now being
conducted, to own or lease all its material properties and assets, and has all
federal, state, local, and foreign governmental authorizations necessary for it
to own or lease its properties and assets and to carry on its business as it is
now being conducted, except for such authorizations the absence of which, either
individually or in the aggregate, would not have a Material Adverse Effect;
(D) the shares of capital stock of each of its Subsidiaries are owned
by it (except for director's qualifying shares) free and clear of all liens,
claims, encumbrances and restrictions on transfer;
(E) subject, in the case of FABP, to the receipt of any required
shareholder approval of this Plan, the Plan has been authorized by all necessary
corporate action of it and, subject to receipt of such approvals of shareholders
and required regulatory approvals, is a legal, valid and binding agreement of it
enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general
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applicability relating to or affecting creditors' rights and to general
equity principles involving specific performance or injunctive relief;
(F) the execution, delivery and performance of the Plan by it does not,
and the consummation of the transactions contemplated hereby by it will not,
constitute: (1) a breach or violation of, or a default under, any law, rule or
regulation or any judgment, decree, order, governmental permit or license, or
agreement, indenture or instrument of it or its Subsidiaries or to which it or
its Subsidiaries (or any of their respective properties) is subject which
breach, violation or default would have a Material Adverse Effect, or enable any
person to enjoin any of the transactions contemplated hereby; or (2) a breach or
violation of, or a default under, the certificate or articles of incorporation
or bylaws of it or any of its Subsidiaries; and the consummation of the
transactions contemplated hereby will not require any consent or approval under
any such law, rule, regulation, judgment, decree, order, governmental permit or
license or the consent or approval of any other party to any such agreement,
indenture or instrument, other than the required approvals of applicable
regulatory authorities and the approval of the shareholders of FABP, both of
which are referred to in Paragraph (A) of Article V and any consents and
approvals the absence of which will not have a Material Adverse Effect;
(G) in the case of Synovus, since December 31, 1999, it has filed all
forms, reports and documents with the SEC required to be filed by it pursuant to
the federal securities laws and SEC rules and regulations thereunder (the "SEC
Reports,") each of which complied as to form, at the time such form, report or
document was filed, in all material respects with the applicable requirement of
the Securities Act of 1933, as amended ("Securities Act"), the Exchange Act and
the applicable rules and regulations thereunder. As of their respective dates,
none of the SEC Reports contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements made therein, in light of the circumstances under which they
were made, not misleading. Each of the balance sheets in or incorporated by
reference into the SEC Reports (including the related notes and schedules)
fairly presents the financial position of the entity or entities to which it
relates as of its date and each of the statements of operations and retained
earnings and of cash flows and changes in financial position or equivalent
statements in or incorporated by reference into the SEC Reports (including any
related notes and schedules) fairly presents the results of operations, retained
earnings and cash flows and changes in financial position, as the case may be,
of the entity or entities to which it relates for the periods set forth therein
(subject, in the case of unaudited interim statements, to normal year-end audit
adjustments that are not material in amount or effect), in each case in
accordance with generally accepted accounting principles applicable to bank
holding companies consistently applied during the periods involved, except as
may be noted therein. Synovus has no material obligations or liabilities
(contingent or otherwise) except as disclosed in the SEC Reports. For purposes
of this paragraph, material shall have the meaning as defined under the
Securities Act, the Exchange Act and the rules promulgated thereunder;
(H) in the case of FABP: (1) it has previously delivered to Synovus
copies of the financial statements of FABP, and of the Bank, as of and for each
of the years ended December 31, 1999 and 2000, and for the period ended March
31, 2001, and FABP shall deliver to
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Synovus, as soon as practicable following the preparation of additional
financial statements for each subsequent calendar quarter of FABP and the Bank
the additional financial statements of FABP and of the Bank (including, with
respect to the Bank, call reports of the Bank) as of and for such subsequent
calendar quarter (such financial statements, unless otherwise indicated, being
hereinafter referred to collectively as the "Financial Statements of FABP" and
the "Financial Statements of the Bank," respectively); and (2) each of the
Financial Statements of FABP and each of the Financial Statements of the Bank
(including the related notes), have been or will be prepared in all material
respects in accordance with generally accepted accounting principles, which
principles have been and will be consistently applied during the periods
involved, except as otherwise noted therein, and the books and records of FABP
and the Bank have been, are being, and will be maintained in all material
respects in accordance with applicable legal and accounting requirements and
reflect only actual transactions. Each of the Financial Statements of FABP and
each of the Financial Statements of the Bank (including the related notes)
fairly present or will fairly present the financial position of FABP on a
consolidated basis and the financial position of the Bank as of the respective
dates thereof and fairly present or will fairly present the results of operation
of FABP on a consolidated basis and the results of operations of the Bank for
the respective periods therein set forth. FABP and the Bank have no material
obligations (contingent or otherwise) except as disclosed in the FABP Financial
Statements and the Bank Financial Statements.
(I) it has no material liabilities and obligations secured or
unsecured, whether accrued, absolute, contingent or otherwise, known or unknown,
due or to become due, including, but not limited to tax liabilities, that should
have been but are not reflected in or reserved against in its audited financial
statements as of December 31, 2000 or disclosed in the notes thereto;
(J) there has not been the occurrence of one or more events,
conditions, actions or states of facts which have caused a Material Adverse
Effect with respect to it since December 31, 2000;
(K) all material federal, state, local, and foreign tax returns
required to be filed by or on behalf of it or any of its Subsidiaries have been
timely filed or requests for extensions have been timely filed and any such
extension shall have been granted and not have expired; and to the best of its
knowledge, all such returns filed are complete and accurate in all material
respects. All taxes shown on returns filed by it have been paid in full or
adequate provision has been made for any such taxes on its balance sheet (in
accordance with generally accepted accounting principles). As of the date of the
Plan, there is no audit examination, deficiency, or refund litigation with
respect to any taxes of it that is reasonably likely to result in a
determination that would have a Material Adverse Effect. All taxes, interest,
additions, and penalties due with respect to completed and settled examinations
or concluded litigation relating to it have been paid in full or adequate
provision has been made for any such taxes on its balance sheet (in accordance
with generally accepted accounting principles). It has not executed an extension
or waiver of any statute of limitations on the assessment or collection of any
material tax due that is currently in effect. Deferred taxes have been provided
for in its financial statements in accordance with generally accepted accounting
principles applied on a consistent basis;
A-8
(L)(1) no litigation, proceeding or controversy before any court or
governmental agency is pending, and there is no pending claim, action or
proceeding against it or any of its Subsidiaries, which is likely to have a
Material Adverse Effect or to prevent consummation of the transactions
contemplated hereby, and, to the best of its knowledge, no such litigation,
proceeding, controversy, claim or action has been threatened or is contemplated;
and (2) neither it nor any of its Subsidiaries is subject to any agreement,
memorandum of understanding, commitment letter, board resolution or similar
arrangement with, or transmitted to, any regulatory authority materially
restricting its operations as conducted on the date hereof or requiring that
certain actions be taken which could reasonably be expected to have a Material
Adverse Effect;
(M) neither it nor its Subsidiaries are in default in any material
respect under any material contract (as defined in Item 601(b)(10)(i) and (ii)
of Regulation S-K) and there has not occurred any event that with the lapse of
time or the giving of notice or both would constitute such a default;
(N) all "employee benefit plans," as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974 ("ERISA"), that cover any of its
or its Subsidiaries' employees, comply in all material respects with all
applicable requirements of ERISA, the Code and other applicable laws; neither it
nor any of its Subsidiaries has engaged in a "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any
such plan which is likely to result in any material penalties or taxes under
Section 502(i) of ERISA or Section 4975 of the Code; no material liability to
the Pension Benefit Guaranty Corporation has been or is expected by it or them
to be incurred with respect to any such plan which is subject to Title IV of
ERISA ("Pension Plan"), or with respect to any "single-employer plan" (as
defined in Section 4001(a)(15) of ERISA) currently or formerly maintained by it,
them or any entity which is considered one employer with it under Section 4001
of ERISA or Section 414 of the Code; no Pension Plan had an "accumulated funding
deficiency" (as defined in Section 302 of ERISA (whether or not waived) as of
the last day of the end of the most recent plan year ending prior to the date
hereof; the fair market value of the assets of each Pension Plan exceeds the
present value of the "benefit liabilities" (as defined in Section 4001(a)(16) of
ERISA) under such Pension Plan as of the end of the most recent plan year with
respect to the respective Plan ending prior to the date hereof, calculated on
the basis of the actuarial assumptions used in the most recent actuarial
valuation for such Pension Plan as of the date hereof; to the actual knowledge
of its executive officers, there are no pending or anticipated material claims
against or otherwise involving any of its employee benefit plans and no suit,
action or other litigation (excluding claims for benefits incurred in the
ordinary course of activities of such plans) has been brought against or with
respect to any such plan, except for any of the foregoing which would not have a
Material Adverse Effect; no notice of a "reportable event" (as defined in
Section 4043 of ERISA) for which the 30-day reporting requirement has not been
waived has been required to be filed for any Pension Plan within the 12-month
period ending on the date hereof; it and its Subsidiaries have not contributed
to a "multi-employer plan", as defined in Section 3(37) of ERISA; and it and its
Subsidiaries do not have any
A-9
obligations for retiree health and life benefits under any benefit plan,
contract or arrangement, except as required by Section 4980B of the Code and
Part 6 of Subtitle B of Title I of ERISA;
(O) each of it and its Subsidiaries has good and marketable title to
its respective properties and assets, tangible or intangible (other than
property as to which it is lessee), except for such defects in title which would
not, in the aggregate, have a Material Adverse Effect;
(P) it knows of no reason why the regulatory approvals referred to in
Paragraphs (A)(2) and (A)(3) of Article V should not be obtained without the
imposition of any condition of the type referred to in the proviso following
such Paragraphs (A)(2) and (A)(3) or why the accountants' letter referred to in
Paragraph (A)(10) of Article V cannot be obtained;
(Q) in the case of Synovus, its reserve for possible loan and lease
losses as shown in its audited financial statements as of December 31, 2000 was,
and its reserve for possible loan and lease losses as shown in all Quarterly
Reports on Form 10-Q filed prior to the Effective Date will be, adequate in all
material respects under generally accepted accounting principles applicable to
banks and bank holding companies and, in the case of FABP, its reserve for
possible loan and lease losses as shown in its audited financial statements as
of December 31, 2000 was, and its reserve for possible loan and lease losses as
shown in its unaudited quarterly financial statements prepared for all quarters
ending prior to the Effective Date will be, adequate in all material respects
under generally accepted accounting principles applicable to banks and bank
holding companies;
(R) it and each of its Subsidiaries has all material permits, licenses,
certificates of authority, orders, and approvals of, and has made all filings,
applications, and registrations with, federal, state, local, and foreign
governmental or regulatory bodies that are required in order to permit it to
carry on its business as it is presently conducted and the absence of which
would have a Material Adverse Effect; all such permits, licenses, certificates
of authority, orders, and approvals are in full force and effect, and to the
best of its knowledge, no suspension or cancellation of any of them is
threatened;
(S) in the case of Synovus, the shares of capital stock to be issued
pursuant to the Plan, when issued in accordance with the terms of the Plan, will
be duly authorized, validly issued, fully paid and nonassessable, subject to no
preemptive rights of any current or past shareholders and will be freely
tradable and listed on the NYSE;
(T) neither it nor any of its Subsidiaries is a party to, or is bound
by, any collective bargaining agreement, contract, or other agreement or
understanding with a labor union or labor organization, nor is it or any of its
Subsidiaries the subject of a proceeding asserting that it or any such
Subsidiary has committed an unfair labor practice or seeking to compel it or
such Subsidiary to bargain with any labor organization as to wages and
conditions of employment, nor is there any strike or other labor dispute
involving it or any of its Subsidiaries pending or threatened;
A-10
(U) neither it nor any of its Subsidiaries, nor any of their respective
officers, directors, or employees, has employed any broker or finder or incurred
any liability for any financial advisory fees, brokerage fees, commissions, or
finder's fees, and no broker or finder has acted directly or indirectly for it
or any of its Subsidiaries, in connection with the Plan or the transactions
contemplated hereby;
(V) the information to be supplied by it for inclusion in: (1) the
Registration Statement on Form S-4 and/or such other form(s) as may be
appropriate to be filed under the Securities Act, with the SEC by Synovus for
the purpose of, among other things, registering the Synovus Common Stock to be
issued to the shareholders of FABP in the Merger (the "Registration Statement");
or (2) the proxy statement to be distributed in connection with FABP's meeting
of its shareholders to vote upon this Plan (as amended or supplemented from time
to time, the "Proxy Statement", and together with the prospectus included in the
Registration Statement, as amended or supplemented from time to time, the "Proxy
Statement/Prospectus") will not at the time such Registration Statement becomes
effective, and in the case of the Proxy Statement/Prospectus at the time it is
mailed and at the time of the meeting of shareholders contemplated under this
Plan, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading;
(W) (1) for purposes of this section, the following terms shall have
the indicated meaning:
"Environmental Law" means any federal, state or local law, statute,
ordinance, rule, regulation, code, license, permit, authorization, approval,
consent, order, judgment, decree, injunction or agreement with any governmental
entity relating to: (1) the protection, preservation or restoration of the
environment (including, without limitation, air, water vapor, surface water,
groundwater, drinking water supply, surface soil, subsurface soil, plant and
animal life or any other natural resource); and/or (2) the use, storage,
recycling, treatment, generation, transportation, processing, handling,
labeling, production, release or disposal of Hazardous Substances. The term
Environmental Law includes without limitation: (1) the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
ss. 9601, et seq; the Resource Conservation and Recovery Act, as amended, 42
U.S.C. ss. 6901, et seq; the Clean Air Act, as amended, 42 U.S.C. ss. 7401, et
seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251, et
seq; the Toxic Substances Control Act, as amended, 15 U.S.C. ss. 9601, et seq;
the Emergency Planning and Community Right to Know Act, 42 U.S.C. ss. 11001, et
seq; the Safe Drinking Water Act, 42 U.S.C. ss. 300f, et seq; all accompanying
federal regulations and all comparable state and local laws; and (2) any common
law (including without limitation common law that may impose strict liability)
that may impose liability or obligations for injuries or damages due to, or
threatened as a result of, the presence of or exposure to any Hazardous
Substance.
"Hazardous Substance" means any substance or waste presently listed,
defined, designated or classified as hazardous, toxic, radioactive or dangerous,
or otherwise regulated,
A-11
under any Environmental Law, whether by type or by quantity, including any
material containing any such substance as a component. Hazardous Substances
include without limitation petroleum or any derivative or by-product thereof,
asbestos, radioactive material, and polychlorinated biphenyls.
"Loan Portfolio Properties and Other Properties Owned" means those
properties owned or operated by Synovus or FABP as applicable, or any of their
respective Subsidiaries.
(2) there are no actions, suits, demands, notices, claims,
investigations or proceedings pending or, to the actual knowledge of its
executive officers, threatened against it and its Subsidiaries relating to the
Loan Portfolio Properties and Other Properties Owned by it or its Subsidiaries
under any Environmental Law, including without limitation any notices, demand
letters or requests for information from any federal or state environmental
agency relating to any such liabilities under or violations of Environmental
Law, nor, in the actual knowledge of its executive officers and the executive
officers of its Subsidiaries, are there any circumstances which could lead to
such actions, suits, demands, notices, claims, investigations or proceedings,
except such which will not have, or result in, a Material Adverse Effect; and
(X) in the case of FABP, all securities issued by it (or any other
person), convertible into FABP Common Stock shall, as a result and upon
consummation of the Merger be convertible only into Synovus Common Stock.
IV. COVENANTS
Synovus hereby covenants to FABP, and FABP hereby covenants to Synovus,
that:
(A) it shall take or cause to be taken all action necessary or
desirable under the Plan on its part as promptly as practicable, including the
filing of all necessary applications and, in the case of Synovus, the filing of
the Registration Statement, so as to permit the consummation of the transactions
contemplated by the Plan as soon as is reasonably practicable and cooperate
fully with the other party hereto to that end;
(B) in the case of FABP, it shall: (1) take all steps necessary to duly
call, give notice of, convene and hold a meeting of its shareholders for the
purpose of approving the Plan as soon as is reasonably practicable; (2)
distribute to its shareholders the Proxy Statement/Prospectus in accordance with
applicable federal and state law and with its articles of incorporation and
by-laws; (3) recommend to its shareholders that they approve the Plan (unless
such recommendation would constitute a breach of its fiduciary duties as
determined in good faith after consultation with counsel); and (4) cooperate and
consult with Synovus with respect to each of the foregoing matters;
(C) it will cooperate in the preparation and filing of the Proxy
Statement/Prospectus and Registration Statement in order to consummate the
transactions contemplated by the Plan as soon as is reasonably practicable;
A-12
(D) in the case of Synovus, it will advise FABP, promptly after Synovus
receives notice thereof, of the time when the Registration Statement has become
effective or any supplement or amendment has been filed, of the issuance of any
stop order or the suspension of the qualification of the shares of Synovus
Common Stock issuable pursuant to the Plan for offering or sale in any
jurisdiction, of the initiation or threat of any proceeding for any such purpose
or of any request by the SEC for the amendment or supplement of the Registration
Statement or for additional information;
(E) in the case of Synovus, it shall take all actions to obtain, prior
to the effective date of the Registration Statement, all applicable state
securities law or "Blue Sky" permits, approvals, qualifications or exemptions
for the Synovus shares to be issued pursuant to this Plan;
(F) subject to its disclosure obligations imposed by law, unless
reviewed and agreed to by the other party hereto in advance, it will not issue
any press release or written statement for general circulation relating to the
transactions contemplated hereby; provided however, that nothing in this
Paragraph (F) shall be deemed to prohibit either party from making any
disclosure which its counsel deems necessary or advisable in order to satisfy
such party's disclosure obligations imposed by law;
(G) from and subsequent to the date hereof, it will: (1) give to the
other party hereto and its respective counsel and accountants reasonable access
to its premises and books and records during normal business hours for any
reasonable purpose related to the transactions contemplated hereby; and (2)
cooperate and instruct its respective counsel and accountants to cooperate with
the other party hereto and with its respective counsel and accountants with
regard to the formulation and production of all necessary information,
disclosures, financial statements, registration statements and regulatory
filings with respect to the transactions encompassed by the Plan;
(H) it shall notify the other party hereto as promptly as practicable
of: (1) any breach of any of its representations, warranties or agreements
contained herein; (2) any occurrence, or impending occurrence, of any event or
circumstance which would cause or constitute a material breach of any of the
representations, warranties or agreements of it contained herein; and (3) any
material adverse change in its financial condition, results of operations or
business; and (4) it shall use its best efforts to prevent or remedy the same;
(I) it shall cooperate and use its best efforts to promptly prepare and
file all necessary documentation, to effect all necessary applications, notices,
petitions, filings and other documents, and to obtain all necessary permits,
consents, approvals and authorizations of all third parties and governmental
bodies or agencies, including, in the case of Synovus, submission of
applications for approval of the Plan and the transactions contemplated hereby
to the Board of Governors of the Federal Reserve System (the "Board of
Governors") in accordance with the provisions of the Bank Holding Company Act of
1956, as amended (the "BHC Act"), the Georgia Department of Banking and Finance
("Georgia Department"), the Florida Department of
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Banking and Finance ("Florida Department") and the Federal Deposit Insurance
Corporation ("FDIC"), and to such other regulatory agencies as required by law;
(J) it will use its best efforts to cause the Merger to qualify for
pooling of interests accounting treatment and to qualify as a reorganization
within the meaning of Section 368(a) of the Code for federal income tax
purposes;
(K) in the case of Synovus, it shall use its best efforts to cause the
shares of Synovus Common Stock to be issued pursuant to the terms of this Plan
to be approved for listing on the NYSE, and each such share shall be entitled to
ten votes per share in accordance with and subject to those certain Articles of
Amendment to Synovus' Articles of Incorporation dated April 24, 1986;
(L) in the case of Synovus, following the Effective Date, it shall
provide generally to officers and employees of FABP and its Subsidiary employee
benefits, including without limitation pension benefits, health and welfare
benefits, life insurance and vacation and severance arrangements (collectively,
"Employee Benefits"), on terms and conditions which, when taken as a whole are:
(1) substantially similar to those currently provided by FABP and its
Subsidiary; or (2) the same Employee Benefits as are provided to employees of
Bank of Pensacola. With respect to Employee Benefits maintained by Synovus in
which employees participate after the Effective Date, Synovus agrees: (1) to
treat service by FABP employees following January 15, 1992 and prior to the
Effective Date as service with Synovus for eligibility and vesting purposes only
(with each employee's time of service during such period determined in
accordance with the terms of the respective Employee Benefit plans of Synovus
applicable to similarly situated Synovus employees); and (2) to waive
pre-existing condition limitations, if any, as would otherwise be applied to
participating employees of FABP upon the implementation of such Employee
Benefits constituting "group health plans" within the meaning of Section
5000(b)(i) of the Code;
(M) in the case of Synovus, it shall promptly furnish FABP with copies
of all documents filed prior to the Effective Date with the SEC and all
documents filed with other governmental or regulatory agencies or bodies in
connection with the Merger and, in the case of FABP, it will furnish to Synovus,
promptly after the preparation and/or receipt by FABP thereof, copies of its
unaudited monthly financial statements and shall furnish to Synovus, promptly
after the preparation and/or receipt by FABP or the Bank, copies of all monthly
financial statements of the Bank, and all call reports of the Bank for the
applicable periods then ended, and such financial statements and call reports
shall, upon delivery to Synovus, be treated for purposes of Paragraph (H) of
Article III hereof, as among the Financial Statements of FABP and Financial
Statements of the Bank;
(N) in the case of FABP, it shall use its best efforts to cause each
director, executive officer and other person who is an "affiliate" (for purposes
of Rule 145 under the Securities Act and for purposes of qualifying for
"pooling-of interests" treatment as described below) to deliver to Synovus as
soon as practicable after the date hereof, but in no event after the date of the
FABP
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shareholders meeting called to approve the Merger, a written agreement providing
that such person will not sell, pledge, transfer or otherwise dispose of any
shares of FABP Common Stock held by such "affiliate" and the shares of Synovus
Common Stock to be received by such "affiliate" in the Merger: (1) in the case
of shares of Synovus Common Stock only, except in compliance with the applicable
provisions of the Securities Act and the rules and regulations thereunder; and
(2) during the periods during which any such sale, pledge, transfer or other
disposition would, under generally accepted accounting principles or the rules,
regulations or interpretations of the SEC, disqualify the Merger for
"pooling-of-interests" accounting treatment, except as permitted by Staff
Accounting Bulletin No. 76 issued by the SEC. The certificates of Synovus Common
Stock issued to affiliates of FABP will bear an appropriate legend reflecting
the foregoing. The parties understand that such periods in general encompass the
period commencing 30 days prior to the Merger and ending at the time of the
publication of financial results covering at least 30 days of combined
operations of Synovus and FABP within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies;
(O) it will not directly or indirectly take any action or omit to take
any action to cause any of its representations and warranties made in this Plan
to become untrue;
(P) in the case of Synovus, it shall take no action which would cause
the shareholders of FABP to recognize gain or loss as a result of the Merger to
the extent such shareholders would not otherwise recognize gain or loss as
described in Paragraph (A)(8) of Article V;
(Q) it shall take no action which would prevent the issuance of the
accountants' letter referred to in Paragraph (A)(10) of Article V, including, in
the case of FABP, the discretionary vesting of outstanding stock options;
(R) in the case of FABP, it shall coordinate with Synovus the
declaration of any dividends in respect of FABP Common Stock and the record
dates and payment dates relating thereto, it being the intention of the parties
hereto that holders of FABP Common Stock shall not receive two dividends, or
fail to receive one dividend, for any single calendar quarter with respect to
their shares of FABP Common Stock and any shares of Synovus Common Stock any
such holder receives in exchange therefor in the Merger;
(S) in the case of FABP, it will within 30 days after the date hereof,
engage a firm satisfactory to Synovus to conduct: (a) a phase one environmental
assessment of the banking facilities currently owned by FABP upon which FABP is
conducting a banking business, which assessment shall meet the standards of ASTM
E1527-97 and shall include at a minimum a site history, on-site inspection,
asbestos report, evaluation of surrounding properties and soil tests in the
event any underground storage tanks are discovered; and (b) a transaction screen
that meets the standards of ASTM E 1528 for the properties that FABP leases, and
in addition, FABP agrees to conduct a phase one assessment of the leased
properties if, in Synovus' reasonable judgment, the transaction screen indicates
potential environmental liabilities associated with the leased properties.
Synovus has requested such inspection and testing in an effort to reasonably
determine whether potential liabilities exist relating to Environmental Law.
Delivery of the phase
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one assessments and transaction screens satisfactory to Synovus is an express
condition precedent to the consummation of the Merger. Within 15 days after
receipt of these reports, Synovus shall notify FABP in writing whether or not,
in the reasonable judgment of Synovus, the results of such reports will have a
Material Adverse Effect on FABP. In the event that Synovus determines, in its
reasonable judgment, that the results of such reports will have a Material
Adverse Effect on FABP, such written notification shall include a statement by
Synovus regarding whether or not it intends to terminate this Agreement based
upon the results of such reports. The Parties agree that Synovus has given FABP
good and valuable consideration for FABP's agreement to obtain and pay the cost
of such inspection and testing, and Synovus shall be entitled to rely on same;
(T) in the case of FABP, prior to the Effective Date, it shall purchase
for, and on behalf of, its current and former officers and directors, extended
coverage under the current directors' and officers' liability insurance policy
maintained by FABP to provide for continued coverage of such insurance for a
period of three years following the Effective Date with respect to matters
occurring prior to the Effective Date;
(U)(1) in the case of Synovus, subject to the conditions set forth in
Paragraph (2) below, for a period of three years after the Effective Date,
Synovus shall indemnify, defend and hold harmless each person entitled to
indemnification from FABP and its Subsidiary (each, an "Indemnified Party")
against all liabilities arising out of actions or omissions occurring at or
prior to the Effective Date (including the transactions contemplated by this
Agreement) to the fullest extent permitted under Florida law and by FABP's and
the Bank's Articles of Incorporation, or Articles of Association, and bylaws as
in effect on the date hereof, including provisions relating to advances of
expenses incurred in the defense of any litigation. Without limiting the
foregoing, in any case in which approval by Synovus is required to effectuate
any indemnification, Synovus shall direct, at the election of the Indemnified
Party, that the determination of any such approval shall be made by independent
counsel mutually agreed upon between Synovus and the Indemnified Party.
(2) Any Indemnified Party wishing to claim indemnification under
Paragraph (U)(1) upon learning of any such liability or litigation, shall
promptly notify Synovus thereof. In the event of any such litigation (whether
arising before or after the Effective Date), (a) Synovus shall have the right to
assume the defense thereof, and Synovus shall not be liable to such Indemnified
Parties for any legal expenses of other counsel or any other expenses
subsequently incurred by such Indemnified Parties in connection with the defense
thereof, except that if Synovus elects not to assume such defense or counsel for
the Indemnified Parties advises that there are substantive issues which raise
conflicts of interest between Synovus and the Indemnified Parties, the
Indemnified Parties may retain counsel satisfactory to them, and Synovus shall
pay all reasonable fees and expenses of such counsel for the Indemnified Parties
promptly as statements therefor are received; provided, that Synovus shall be
obligated pursuant to this Paragraph (2) to pay for only one firm of counsel for
all Indemnified Parties in any jurisdiction, (b) the Indemnified Parties will
cooperate in the defense of any such litigation, and (c) Synovus shall not be
liable for any settlement effected without its prior written consent; and
provided further, that
A-16
Synovus shall not have any obligation hereunder to any Indemnified Party when
and if a court of competent jurisdiction shall determine, and such determination
shall have become final, that the indemnification of such Indemnified Party in
the manner contemplated hereby is prohibited by applicable law;
(V) in the case of Synovus, following the Effective Date, it shall
cause to be paid to employees of FABP and the Bank amounts accrued for their
benefit under FABP's Annual Cash Bonus Program prior to the Effective Date
(Synovus agrees that, to the extent payments made pursuant to such Program are
based on the results of operations of FABP or the Bank, such results of
operations may be determined without giving effect to actions taken by FABP or
the Bank following the date hereof at the request of Synovus or in order to
comply with Paragraph (B)(6) of Article V); and
(W) in the case of FABP, its shall vote its shares of capital stock of
the Bank in favor of the merger of Bank with and into Bank of Pensacola and
shall cause the Bank to execute a merger agreement with respect to such merger.
V. CONDITIONS TO CONSUMMATION
(A) The respective obligations of Synovus and of FABP to effect the
Merger shall be subject to the satisfaction on or prior to the Effective Date of
the following conditions:
(1) the Plan and the transactions contemplated hereby shall
have been approved by the requisite vote of the shareholders of FABP in
accordance with applicable law and FABP shall have furnished to Synovus
certified copies of resolutions duly adopted by FABP's shareholders evidencing
the same;
(2) the procurement by Synovus and FABP of approval of the
Plan and the transactions contemplated hereby by the Board of Governors, the
Georgia Department, the Florida Department and the FDIC;
(3) procurement of all other regulatory consents and approvals
which are necessary to the consummation of the transactions contemplated by the
Plan; provided, however, that no approval or consent in Paragraphs (A)(2) and
(A)(3) of this Article V shall be deemed to have been received if it shall
include any conditions or requirements (other than conditions or requirements
which are customarily included in such an approval or consent) which would have
such a material adverse impact on the economic or business benefits of the
transactions contemplated hereby as to render inadvisable the consummation of
the Merger in the reasonable opinion of the Board of Directors of Synovus or
FABP;
(4) the satisfaction of all other statutory or regulatory
requirements which are necessary to the consummation of the transactions
contemplated by the Plan;
A-17
(5) no party hereto shall be subject to any order, decree or
injunction or any other action of a United States federal or state court of
competent jurisdiction permanently restraining, enjoining or otherwise
prohibiting the transactions contemplated by this Agreement;
(6) no party hereto shall be subject to any order, decree or
injunction or any other action of a United States federal or state governmental,
regulatory or administrative agency or commission permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by this
Agreement;
(7) the Registration Statement shall have become effective
under the Securities Act and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been initiated or threatened by the SEC, and Synovus shall
have received all state securities law and "Blue Sky" permits, approvals,
qualifications or exemptions necessary to consummate the transactions
contemplated hereby;
(8) each party shall have received an opinion ("Tax Opinion")
from KPMG LLP, certified public accountants ("KPMG"), updated as of the
Effective Date, to the effect that the Merger will be treated for federal income
tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of
the Code and that, accordingly: (i) no gain or loss will be recognized by
Synovus or FABP as a result of the Merger; and (ii) no gain or loss will be
recognized by the shareholders of FABP who exchange their shares of FABP Common
Stock solely for shares of Synovus Common Stock pursuant to the Merger; and
(9) each party shall have delivered to the other party a
certificate, dated as of the Effective Date, signed by its Chairman of the
Board, or its Chief Financial Officer, to the effect that, to the best knowledge
and belief of such officers, the statement of facts and representations made on
behalf of the management of such party, presented to KPMG in delivering the Tax
Opinion, were at the date of such presentation true, correct and complete. Each
party shall have received a copy of the Tax Opinion referred to in Paragraph
(A)(8) of this Article V.
(B) The obligation of Synovus to effect the Merger shall be subject to
the satisfaction prior to the Effective Date of the following additional
conditions:
(1) each of the representations, warranties and covenants
contained herein of FABP shall be true on, or complied with by, the Effective
Date in all material respects as if made on such date (or on the date when made
in the case of any representation or warranty which specifically relates to an
earlier date) and Synovus shall have received a certificate signed by the Chief
Executive Officer of FABP, dated the Effective Date, to such effect;
(2) there shall be no discovery of facts, or actual or
threatened causes of action, investigations or proceedings by or before any
court or other governmental body that relates to or involves either FABP or the
Bank: (a) which, in the reasonable judgment of
A-18
Synovus, would have a Material Adverse Effect upon FABP or the consummation of
the transactions contemplated by this Agreement; (b) that challenges the
validity or legality of this Agreement or the consummation of the transactions
contemplated by this Agreement; or (c) that seeks to restrain or invalidate the
consummation of the transactions contemplated by this Agreement or seeks damages
in connection therewith;
(3) Synovus shall not have learned of any fact or condition
with respect to the business, properties, assets, liabilities, deposit
relationships or earnings of FABP which, in the reasonable judgment of Synovus,
is materially at variance with one or more of the warranties or representations
set forth in this Agreement or which, in the reasonable judgment of Synovus, has
or will have a Material Adverse Effect on FABP;
(4) Thomas B. Carter and H. Cary McCoy shall each have entered
into a three-year employment agreement with Synovus, as proposed by Synovus and
approved by Mr. Carter and Mr. McCoy, respectively, to become effective as of
the Effective Date;
(5) on the Effective Date, the Bank will have a CAMEL rating
of 1 and a Compliance Rating and Community Reinvestment Act Rating of at least
Satisfactory;
(6) on the Effective Date, FABP will have a loan loss reserve
of at least 1.30% of loans and which will be adequate in all material respects
under generally accepted accounting principles applicable to banks;
(7) FABP shall have delivered to Synovus the environmental
reports referenced in Paragraph (S) of Article IV;
(8) the results of any regulatory exam of FABP and its
Subsidiary occurring between the date hereof and the Effective Date shall be
satisfactory in Synovus' reasonable judgment;
(9) each of the officers and directors of FABP shall have
delivered a letter to Synovus to the effect that such person is not aware of any
claims he might have against FABP other than routine compensation, benefits and
the like as an employee, or ordinary rights as a customer and FABP shall have
delivered a certificate to Synovus that it is not aware of any pending or
threatened claim under the directors and officers insurance policy or the
fidelity bond coverage of FABP;
(10) the holders of less than 10% of the outstanding FABP
Common Stock shall have exercised their right to dissent from the Merger; and
(11) Synovus shall have received a letter dated as of the
Effective Date from KPMG, its independent certified public accountants, to the
effect that the Merger will qualify for pooling of interests accounting
treatment. Prior to the receipt of the letter, Synovus and FABP
A-19
shall have received a letter from Mauldin & Jenkins LLP, FABP's certified public
accountants, stating that FABP meets the criteria for pooling of interests
accounting treatment.
(C) The obligation of FABP to effect the Merger shall be subject to the
satisfaction prior to the Effective Date of the following additional conditions:
(1) each of the representations, warranties and covenants
contained herein of Synovus shall be true on, or complied with by, the Effective
Date in all material respects as if made on such date (or on the date when made
in the case of any representation or warranty which specifically relates to an
earlier date) and FABP shall have received a certificate signed by the Chief
Executive Officer of Synovus, dated the Effective Date, to such effect;
(2) the listing for trading of the shares of Synovus Common
Stock which shall be issued pursuant to the terms of this Plan on the NYSE shall
have been approved by the NYSE subject to official notice of issuance;
(3) there shall be no discovery of facts, or actual or
threatened causes of action, investigations or proceedings by or before any
court or other governmental body that relates to or involves either Synovus or
its Subsidiaries: (a) which, in the reasonable judgment of FABP, would have a
Material Adverse Effect upon either Synovus or the consummation of the
transactions contemplated by this Agreement; (b) that challenges the validity or
legality of this Agreement or the consummation of the transactions contemplated
by the Agreement; or (c) that seeks to restrain or invalidate the consummation
of the transactions contemplated by this Agreement or seeks damages in
connection therewith;
(4) FABP shall not have learned of any fact or condition with
respect to the business, properties, assets, liabilities, deposit relationships
or earnings of Synovus which, in the reasonable judgment of FABP, is materially
at variance with one or more of the warranties or representations set forth in
this Agreement or which, in the reasonable judgment of FABP, has or will have a
Material Adverse Effect on Synovus; and
(5) FABP shall have received from the Senior Deputy General
Counsel of Synovus an opinion to the effect that Synovus is duly organized,
validly existing and in good standing, the Plan has been duly and validly
authorized by all necessary corporate action on the part of Synovus, has been
duly and validly executed and delivered by Synovus, is the valid and binding
obligation of Synovus, enforceable in accordance with its terms except as such
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally and
that the shares of Synovus Common Stock to be issued in the Merger are duly
authorized, validly issued, fully paid, nonassessable, and not subject to any
preemptive rights of any current or past shareholders.
A-20
VI. TERMINATION
(A) The Plan may be terminated prior to the Effective Date, either
before or after its approval by the shareholders of FABP:
(1) by the mutual consent of Synovus and FABP, if the Board of
Directors of each so determines by vote of a majority of the members of its
entire Board;
(2) by Synovus or FABP if consummation of the Merger does not
occur by reason of the failure of any of the conditions precedent set forth in
Article V hereof unless the failure to meet such condition precedent is due to a
breach of the Plan by the party seeking to terminate;
(3) by Synovus or FABP if its Board of Directors so determines
by vote of a majority of the members of its entire Board in the event that the
Merger is not consummated by December 31, 2001 unless the failure to so
consummate by such time is due to the breach of the Plan by the party seeking to
terminate; and
(4) by FABP, if the average closing price of Synovus Common
Stock on the NYSE is below $25.00 per share for the 20 trading day period ending
five business days prior to the shareholders' meeting called to vote on the
Merger ("Measurement Period"). FABP shall have three business days after such
time in which to make a determination to terminate this Agreement.
(B) In the event of the termination and abandonment of this Agreement
pursuant to Article VI(A) of this Agreement, this Agreement shall become void
and have no effect, except as set forth in Paragraph (A) of Article VIII, and
there shall be no liability on the part of any party hereto or their respective
officers or directors; provided, however, that: (1) FABP shall be entitled to a
cash payment from Synovus for FABP's reasonable out-of-pocket expenses relating
to the Merger in an amount not to exceed $150,000, which amount shall not be
deemed an exclusive remedy or liquidated damages, in the event of the
termination of this Agreement due to the failure by Synovus to satisfy any of
its representations, warranties or covenants set forth herein; and (2) Synovus
shall be entitled to a cash payment from FABP for Synovus' reasonable
out-of-pocket expenses relating to the Merger in an amount not to exceed
$150,000, which amount shall not be deemed an exclusive remedy or liquidated
damages, in the event of the termination of this Agreement due to the failure by
FABP to satisfy any of its representations, warranties or covenants set forth
herein.
VII. EFFECTIVE DATE
The "Effective Date" shall be the date on which the Merger becomes
effective as specified in the Certificate of Merger to be filed with the
Secretary of State of Georgia and the Department of State of Florida approving
the Merger.
A-21
VIII. OTHER MATTERS
(A) The agreements and covenants of the parties which by their terms
apply in whole or in part after the Effective Date shall survive the Effective
Date. Except for Paragraph (S) of Article III, and Paragraph (N) of Article IV
which shall survive the Effective Date, no other representations, warranties,
agreements and covenants shall survive the Effective Date. If the Plan shall be
terminated, the agreements of the parties in Paragraph (G) of Article IV,
Paragraph (B) of Article VI and Paragraphs (E) and (F) of this Article shall
survive such termination.
(B) Prior to the Effective Date, any provision of the Plan may be: (1)
waived by the party benefitted by the provision or by both parties; or (2)
amended or modified at any time (including the structure of the transaction) by
an agreement in writing between the parties hereto approved by their respective
Boards of Directors (to the extent allowed by law) or by their respective Boards
of Directors.
(C) This Plan may be executed in multiple and/or facsimile originals,
and each copy of the Plan bearing the manually executed, facsimile transmitted
or photocopied signature of each of the parties hereto shall be deemed to be an
original.
(D) The Plan shall be governed by, and interpreted in accordance with,
the laws of the State of Georgia.
(E) Subject to Paragraph (B) of Article VI hereof, each party hereto
will bear all expenses incurred by it in connection with the Plan and the
transactions contemplated hereby, including, but not limited to, the fees and
expenses of its respective counsel and accountants.
(F) Each of the parties and its respective agents, attorneys and
accountants will maintain the confidentiality of all information provided in
connection herewith which has not been publicly disclosed unless it is advised
by counsel that any such information is required by law to be disclosed.
(G) All notices, requests, acknowledgments and other communications
hereunder to a party shall be in writing and shall be deemed to have been duly
given when delivered by hand, telecopy, telegram or telex (confirmed in
writing), by overnight courier or sent by registered or certified mail, postage
paid, to such party at its address set forth below or such other address as such
party may specify by notice to the other party hereto.
If to Synovus, to Mr. Thomas J. Prescott, Executive Vice President and
Chief Financial Officer of Synovus, Suite 201, 901 Front Avenue, Columbus,
Georgia 31901 (Fax Number (706)649-2342), with a copy to Ms. Kathleen Moates at
the same address.
If to FABP, to Mr. Thomas B. Carter, Chairman of the Board and Chief
Executive Officer, of FABP, 33 West Garden Street, Pensacola, Florida 32522-7129
(Fax Number (805)435-8731) with a copy to Robert C. Schwartz, Smith, Gambrell &
Russell, LLP, 1230
A-22
Peachtree Street N.E., Suite 3100, Promenade II, Atlanta, Georgia 30309-3592,
(Fax Number 404/685-7058).
(H) All terms and provisions of the Plan shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns. Except as expressly provided for herein, nothing in this Plan is
intended to confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Plan.
(I) The Plan represents the entire understanding of the parties hereto
with reference to the transactions contemplated hereby and supersedes any and
all other oral or written agreements heretofore made.
(J) This Plan may not be assigned by any party hereto without the
written consent of the other party.
A-23
In Witness Whereof, the parties hereto have caused this instrument to
be executed in counterparts by their duly authorized officers as of the day and
year first above written.
SYNOVUS FINANCIAL CORP.
By: /s/Thomas J. Prescott
Title: EVP & CFO
Attest: /s/Kathy Moates
Title: Assistant Secretary
FABP BANCSHARES, INC.
By: /s/ Thomas B. Carter
Title: Chairman /President
Attest: /s/H. Cary McCoy
Title: Secretary
FABP\AppendixA.doc
A-24
Appendix "A"
Conversion Ratio Table
The conversion ratio of shares of Synovus Common Stock for FABP Common
Stock to be issued upon consummation of the Merger shall be computed using the
following table:
Average of the Closing Prices Per
Share of Synovus Common Stock on Per Share Ratio of
the 20 Trading Days ending on the 5th Conversion-Shares of Synovus
Business Day Before the FABP Common Stock To
Special Shareholders' Meeting FABP Common Stock
------------------------------------- -----------------------------
$33.00 and above 1.9428
32.50 1.9574
32.00 1.9724
31.50 1.9879
31.00 2.0200
30.50 2.0531
30.00 2.0873
29.50 2.1227
29.00 2.1593
28.50 2.1972
28.00 2.2168
27.50 2.2372
27.00 or below 2.2582
In the event the above-described average of the closing prices per
share of Synovus Common Stock is greater than $27.00 per share but less than
$33.00 per share, such conversion ratio shall be interpolated and arrived at in
a manner consistent with this Table.
The minimum conversion ratio of shares of Synovus Common Stock for
shares of FABP Common Stock upon consummation of the Merger shall be 1.9428.
The maximum conversion ratio of shares of Synovus Common Stock for
shares of FABP Common Stock upon consummation of the Merger shall be 2.2582.
A-25
Appendix "B"
Florida Statutes
Dissenters' Rights
607.1301 Dissenters' rights; definitions. -- The following definitions apply to
ss. 607.1302 and 607.1320
(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.
(2) "Fair value," with respect to a dissenter's shares, means the value of
the shares as of the close of business on the day prior to the
shareholders' authorization date, excluding any appreciation or
depreciation in anticipation of the corporate action unless exclusion
would be inequitable.
(3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date
on which the corporation received written consents without a meeting
from the requisite number of shareholders in order to authorize the
action, or, in the case of a merger pursuant to s.607.1104, the day
prior to the date on which a copy of the plan of merger was mailed to
each shareholder of record of the subsidiary corporation.
607.1302 Right of shareholders to dissent. --
(1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his or her shares in the event of,
any of the following corporate actions:
(a) Consummation of a plan of merger to which the corporation is a
party:
1. If the shareholder is entitled to vote on the merger, or
2. If the corporation is a subsidiary that is merged with its
parent under s.607.1104, and the shareholders would have
been entitled to vote on action taken, except for the
applicability of s.607.1104;
(b) Consummation of a sale or exchange of all, or substantially
all, of the property of the corporation, other than in the
usual and regular course of business, if the shareholder is
entitled to vote on the sale or exchange pursuant to
s.607.1202, including a sale in dissolution but not including
a sale pursuant to court order or a sale for cash pursuant to
a plan by which all or substantially all of the net proceeds
of the sale will be distributed to the shareholders within 1
year after the date of sale;
(c) As provided in s. 607.0902(11), the approval of a control-share
acquisition;
B-1
(d) Consummation of a plan of share exchange to which the
corporation is a party as the corporation the shares of which
will be acquired, if the shareholder is entitled to vote on
the plan;
(e) Any amendment of the articles of incorporation if the
shareholder is entitled to vote on the amendment and if such
amendment would adversely affect such shareholder by:
1. Altering or abolishing any preemptive rights attached to
any of his or her shares;
2. Altering or abolishing the voting rights pertaining to any
of his or her shares, except as such rights may be
affected by the voting rights of new shares then being
authorized of any existing or new class or series of
shares;
3. Effecting an exchange, cancellation, or reclassification
of any of his or her shares, when such exchange,
cancellation, or reclassification would alter or abolish
the shareholder's voting rights or alter his or her
percentage of equity in the corporation, or effecting a
reduction or cancellation of accrued dividends or other
arrearages in respect to such shares;
4. Reducing the stated redemption price of any of the
shareholder's redeemable shares, altering or abolishing
any provision relating to any sinking fund for the
redemption or purchase of any of his or her shares, or
making any of his or her shares subject to redemption
when they are not otherwise redeemable;
5. Making noncumulative, in whole or in part, dividends of
any of the shareholder's preferred shares which had
theretofore been cumulative;
6. Reducing the stated dividend preference of any of the
shareholder's preferred shares; or
7. Reducing any stated preferential amount payable on any of
the shareholder's preferred shares upon voluntary or
involuntary liquidation; or
(f) Any corporate action taken, to the extent the articles of
incorporation provide that a voting or nonvoting shareholder
is entitled to dissent and obtain payment for his or her
shares.
(2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his or her shares
which are adversely affected by the amendment.
(3) A shareholder may dissent as to less than all the shares registered in
his or her name. In that event, the shareholder's rights shall be
determined as if the shares as to which he or she has dissented and his
or her other shares were registered in the names of different
shareholders.
B-2
(4) Unless the articles of incorporation otherwise provide, this section
does not apply with respect to a plan of merger or share exchange or a
proposed sale or exchange of property, to the holders of shares of any
class or series which, on the record date fixed to determine the
shareholders entitled to vote at the meeting of shareholders at which
such action is to be acted upon or to consent to any such action
without a meeting, were either registered on a national securities
exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities
Dealers, Inc., or held of record by not fewer than 2,000 shareholders.
(5) A shareholder entitled to dissent and obtain payment for his or her
shares under this section may not challenge the corporate action
creating his or her entitlement unless the action is unlawful or
fraudulent with respect to the shareholder or the corporation.
607.1320 Procedure for exercise of dissenters' rights. --
(1)(a) If a proposed corporate action creating dissenters' rights under s.
607.1302 is submitted to a vote at a shareholders' meeting, the meeting
notice shall state that shareholders are or may be entitled to assert
dissenters' rights and be accompanied by a copy of ss.607.1301,
607.1302, and 607.1320. A shareholder who wishes to assert dissenters'
rights shall:
1. Deliver to the corporation before the vote is taken written
notice of the shareholder's intent to demand
payment for his or her shares if the proposed action is
effectuated, and
2. Not vote his or her shares in favor of the proposed action.
A proxy or vote against the proposed action
does not constitute such a notice of intent to demand payment.
(b) If proposed corporate action creating dissenters' rights under s.
607.1302 is effectuated by written consent without a meeting, the
corporation shall deliver a copy of ss.607.1301, 607.1302, and 607.1320
to each shareholder simultaneously with any request for the
shareholder's written consent or, if such a request is not made, within
10 days after the date the corporation received written consents
without a meeting from the requisite number of shareholders necessary
to authorize the action.
(2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent
or adoption of the plan of merger, as the case may be, to each
shareholder who filed a notice of intent to demand payment for his or
her shares pursuant to paragraph (1)(a) or, in the case of action
authorized by written consent, to each shareholder, excepting any who
voted for, or consented in writing to, the proposed action.
(3) Within 20 days after the giving of notice to him or her, any
shareholder who elects to dissent shall file with the corporation a
notice of such election, stating the shareholder's name and address,
the number, classes, and series of shares as to which he or she
dissents, and a demand for payment of the fair value of his or her
shares. Any shareholder failing to file such election to dissent within
the period set forth shall be bound by the terms of the proposed
corporate action. Any shareholder filing an election to dissent shall
B-3
deposit his or her certificates for certificated shares with the
corporation simultaneously with the filing of the election to dissent.
The corporation may restrict the transfer of uncertificated shares from
the date the shareholder's election to dissent is filed with the
corporation.
(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and
shall not be entitled to vote or to exercise any other rights of a
shareholder. A notice of election may be withdrawn in writing by the
shareholder at any time before an offer is made by the corporation, as
provided in subsection (5), to pay for his or her shares. After such
offer, no such notice of election may be withdrawn unless the
corporation consents thereto. However, the right of such shareholder to
be paid the fair value of his or her shares shall cease, and the
shareholder shall be reinstated to have all his or her rights as a
shareholder as of the filing of his or her notice of election,
including any intervening preemptive rights and the right to payment of
any intervening dividend or other distribution or, if any such rights
have expired or any such dividend or distribution other than in cash
has been completed, in lieu thereof, at the election of the
corporation, the fair value thereof in cash as determined by the board
as of the time of such expiration or completion, but without prejudice
otherwise to any corporate proceedings that may have been taken in the
interim, if:
(a) Such demand is withdrawn as provided in this section;
(b) The proposed corporate action is abandoned or rescinded or
the shareholders revoke the authority to effect such action;
(c) No demand or petition for the determination of fair value by
a court has been made or filed within the time provided in
this section; or
(d) A court of competent jurisdiction determines that such
shareholder is not entitled to the relief provided by this
section.
(5) Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after
such corporate action is effected, whichever is later (but in no case
later than 90 days from the shareholders' authorization date), the
corporation shall make a written offer to each dissenting shareholder
who has made demand as provided in this section to pay an amount the
corporation estimates to be the fair value for such shares. If the
corporate action has not been consummated before the expiration of the
90-day period after the shareholders' authorization date, the offer may
be made conditional upon the consummation of such action. Such notice
and offer shall be accompanied by:
(a) A balance sheet of the corporation, the shares of which the
dissenting shareholder holds, as of the latest available date
and not more than 12 months prior to the making of such offer;
and
(b) A profit and loss statement of such corporation for the
12-month period ended on the date of such balance sheet or, if
the corporation was not in existence
B-4
throughout such 12-month period, for the portion thereof
during which it was in existence.
(6) If within 30 days after the making of such offer any shareholder
accepts the same, payment for his or her shares shall be made within 90
days after the making of such offer or the consummation of the proposed
action, whichever is later. Upon payment of the agreed value, the
dissenting shareholder shall cease to have any interest in such shares.
(7) If the corporation fails to make such offer within the period specified
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period
of 30 days thereafter, then the corporation, within 30 days after
receipt of written demand from any dissenting shareholder given within
60 days after the date on which such corporate action was effected,
shall, or at its election at any time within such period of 60 days
may, file an action in any court of competent jurisdiction in the
county in this state where the registered office of the corporation is
located requesting that the fair value of such shares be determined.
The court shall also determine whether each dissenting shareholder, as
to whom the corporation requests the court to make such determination,
is entitled to receive payment for his or her shares. If the
corporation fails to institute the proceeding as herein provided, any
dissenting shareholder may do so in the name of the corporation. All
dissenting shareholders (whether or not residents of this state), other
than shareholders who have agreed with the corporation as to the value
of their shares, shall be made parties to the proceeding as an action
against their shares. The corporation shall serve a copy of the initial
pleading in such proceeding upon each dissenting shareholder who is a
resident of this state in the manner provided by law for the service of
a summons and complaint and upon each nonresident dissenting
shareholder either by registered or certified mail and publication or
in such other manner as is permitted by law. The jurisdiction of the
court is plenary and exclusive. All shareholders who are proper parties
to the proceeding are entitled to judgment against the corporation for
the amount of the fair value of their shares. The court may, if it so
elects, appoint one or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The appraisers
shall have such power and authority as is specified in the order of
their appointment or an amendment thereof. The corporation shall pay
each dissenting shareholder the amount found to be due him or her
within 10 days after final determination of the proceedings. Upon
payment of the judgment, the dissenting shareholder shall cease to have
any interest in such shares.
(8) The judgment may, at the discretion of the court, include a fair rate
of interest, to be determined by the court.
(9) The costs and expenses of any such proceeding shall be determined by
the court and shall be assessed against the corporation, but all or any
part of such costs and expenses may be apportioned and assessed as the
court deems equitable against any or all of the dissenting shareholders
who are parties to the proceeding, to whom the corporation has made an
offer to pay for the shares, if the court finds that the action of such
shareholders in failing to accept such offer was arbitrary, vexatious,
or not in good faith. Such expenses shall include reasonable
compensation for, and reasonable expenses of, the appraisers, but shall
exclude the fees and expenses of counsel for, and experts employed by,
any party. If
B-5
the fair value of the shares, as determined, materially
exceeds the amount which the corporation offered to pay therefor or if
no offer was made, the court in its discretion may award to any
shareholder who is a party to the proceeding such sum as the court
determines to be reasonable compensation to any attorney or expert
employed by the shareholder in the proceeding.
(10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor,
as provided in this section, may be held and disposed of by such
corporation as authorized but unissued shares of the corporation,
except that, in the case of a merger, they may be held and disposed of
as the plan of merger otherwise provides. The shares of the surviving
corporation into which the shares of such dissenting shareholders would
have been converted had they assented to the merger shall have the
status of authorized but unissued shares of the surviving corporation.
FABP\appendixB.doc
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[LOGO]
ROBINSON-HUMPHREY
Appendix "C"
Investment Banking
June 28, 2001
Board of Directors
FABP Bancshares, Inc.
33 West Garden Street
P.O. Box 17129
Pensacola, Florida 32522
Ladies and Gentlemen:
We understand that FABP Bancshares, Inc. (the "Company") is considering
a proposed sale of the Company to Synovus Financial Corp. ("Synovus") via a
merger of the Company with and into Synovus (the "Proposed Transaction"). We
understand that under the terms of the Proposed Transaction, Synovus will issue
between 1.9428 and 2.2582 shares of Synovus common stock for each outstanding
share of Company common stock (the "Exchange Ratio"), as described in more
detail below. The terms and conditions of the Proposed Transaction are set forth
in more detail in the Agreement and Plan of Merger between the Company and
Synovus, dated June 28, 2001 (the "Merger Agreement").
The Exchange Ratio is based on a conversion table, which is set forth
in Annex A to this letter. The conversion table establishes a range of Synovus
shares to be received for each Company common share if the 20-day average
closing price of the shares of Synovus common stock on the New York Stock
Exchange is between $27.00 and $33.00 per share. Should the 20-day average
closing price of Synovus common shares be below $27.00 or in excess of $33.00,
the Exchange Ratio will become fixed. In addition, if the 20-day average closing
price of Synovus common shares is below $25.00 per share, then the Company may
terminate the transaction or accept the Exchange Ratio calculated according to
the conversion table. Using the average closing price of the shares of Synovus
common stock on the New York Stock Exchange for the 20 trading days ending on
June 27, 2001 of approximately $30.43, the Exchange Ratio would equal 2.0585,
which results in a per share purchase price equal to $64.43 per share of Company
common stock (based on the closing price of Synovus common stock on June 27,
2001 of $31.30 per share).
You have asked us whether, in our opinion, the Exchange Ratio in the
Proposed Transaction is fair, from a financial point of view, to the
shareholders of the Company.
In arriving at our opinion, we reviewed and analyzed: (1) the Merger
Agreement and exhibits thereto; (2) certain publicly available information
concerning the Company and Synovus which we believe to be relevant to our
inquiry; (3) financial and operating information with respect to the business,
operations and prospects of the Company furnished to us by the Company; (4) a
comparison of the historical financial results and present financial condition
of the Company with those of publicly traded companies which we deemed relevant;
and (5) a comparison of the financial terms of the Proposed Transaction with the
publicly available financial terms of certain other recent transactions which we
deemed relevant. In addition, we have had discussions with the senior management
personnel of the Company concerning its business, operations, assets,
liabilities, present condition and future prospects and the potential strategic
benefits expected by the senior management of the Company to result from a
combination of the businesses of the Company and Synovus and undertook such
other studies, analyses and investigations as we deemed appropriate.
C-1
We have assumed and relied upon, without independent verification, the
accuracy and completeness of the financial and other information discussed with
or reviewed by us in arriving at our opinion. With respect to the financial
forecasts provided to or discussed with us, we have assumed, at the direction of
the management of the Company and without independent verification or
investigation, that such forecasts have been reasonably prepared on bases
reflecting the best currently available information, estimates and judgments of
the management of the Company as to its future financial performance. In
arriving at our opinion, we have not conducted a physical inspection of the
properties and facilities of the Company and have not made nor obtained any
evaluations or appraisals of the assets or liabilities (including, without
limitation, any potential environmental liabilities), contingent or otherwise,
of the Company. We have also assumed that the Proposed Transaction will be
consummated in accordance with the terms of the Merger Agreement and that the
Proposed Transaction will be accounted for as a pooling-of-interests under
generally accepted accounting principles and will be treated as a tax-free
reorganization for federal income tax purposes. We have also assumed that all
material governmental, regulatory or other consents and approvals necessary for
the consummation of the Proposed Transaction will be obtained without any
adverse effect on the Company or Synovus or on the expected benefits of the
Proposed Transaction. In addition, you have not authorized us to solicit, and we
have not solicited, any indications of interest from any third party with
respect to the purchase of all or a part of the Company's business. Our opinion
is necessarily based upon market, economic and other conditions as they exist
on, and can be evaluated as of, the date of this letter. We express no opinion
as to the underlying valuation, future performance or long-term viability of the
Company or Synovus. We do not have any obligation to update or revise the
opinion.
We have been retained by the Board of Directors of the Company to act
as financial advisor to the Company in connection with the Proposed Transaction
and will receive a fee for our services. In addition, the Company has agreed to
indemnify us for certain liabilities arising out of our engagement. In the
ordinary course of our business, we and our affiliates may actively trade in the
securities of Synovus for our own account and for the accounts of our customers
and, accordingly, may at any time hold a long or short position in such
securities.
Based upon and subject to the forgoing, we are of the opinion as of the
date hereof that the Exchange Ratio in the Proposed Transaction is fair, from a
financial point of view, to the shareholders of the Company. This opinion is for
the benefit of the Board in its evaluation of the Proposed Transaction, and does
not constitute a recommendation as to how any stockholder should act or vote
with respect to any matters relating to the Proposed Transaction. This opinion
may be referred to and may be reproduced in full in any filing made by the
Company with the Securities and Exchange Commission in connection with the
Proposed Transaction.
/s/ The Robinson-Humphrey Company, LLC
THE ROBINSON-HUMPHREY COMPANY, LLC
C-2
Annex A
-------
Average of the closing prices per
share of Synovus common stock on
the 20 trading days ending on the
5th business day prior to the
Company's special stockholders' meeting Exchange Ratio
---------------------------------------- -----------------------------------
$33.00 and above 1.9428
32.50 1.9574
32.00 1.9724
31.50 1.9879
31.00 2.0200
30.50 2.0531
30.00 2.0873
29.50 2.1227
29.00 2.1593
28.50 2.1972
28.00 2.2168
27.50 2.2372
27.00 or below 2.2582
C-3
Appendix "D"
KPMG[LOGO]
Morgan Keegan Tower, Suite 900
Fifty North Front Street
Memphis, TN 38103
September 12, 2001
PRIVATE & CONFIDENTIAL
-----------------------
Board of Directors Board of Directors
Synovus Financial Corp. FABP Bancshares, Inc.
P.O. Box 120 33 West Garden Street
Columbus, GA 31902 Pensacola, FL 32522-7129
Board Members:
You have requested the opinion of KPMG LLP ("KPMG") regarding certain Federal
income tax consequences relating to the merger of FABP Bancshares, Inc. ("FABP")
with and into Synovus Financial Corp. ("Synovus"). Specifically, you have
requested KPMG to opine that the form and substance of the merger of FABP with
and into Synovus (the "Merger") constitutes a reorganization under Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code")
(hereinafter all section references are to the Code unless otherwise indicated)
and that under the Code no gain or loss will be recognized by the shareholders
of FABP upon receipt of the Synovus common stock in exchange for their FABP
common stock upon consummation of the merger. All affected FABP common
shareholders should consult their own tax advisors on these matters.
FACTS
------
Synovus is a bank holding company organized and existing under the laws of
Georgia and having its principal office in Muscogee County, Georgia. It has
authorized 600,000,000 shares of $1.00 par value common stock of which
290,563,055 shares were outstanding at May 31, 2001. Synovus common stock is
widely held, publicly traded, and is listed on the New York Stock Exchange.
Synovus common stock carries ten votes per share, unless the shares do not meet
certain ownership tests, in which case each share is entitled to only one vote.
In accordance with the amendment to Synovus' Articles of Incorporation which was
adopted by the shareholders of Synovus and became effective on April 24, 1986, a
holder of Synovus common stock will be entitled to ten votes on each matter
submitted to a vote of shareholders for each share of Synovus common stock
beneficially owned on the record date for any meeting of shareholders which: (1)
has had the same beneficial owner since April 24, 1986; (2) was acquired by
reason of participation in a dividend reinvestment plan offered by Synovus and
is held by the same beneficial owner for whom it was acquired under such plan;
(3) is held by the same beneficial owner to whom it was issued as a result of an
acquisition of a company or business by Synovus where the resolutions
D-1
Board of Directors 9/13/2001
Synovus Financial Corp. 2
FABP Banchshares, Inc.
adopted by Synovus' Board of Directors approving such issuance specifically
reference and grant such rights; (4) was acquired under any employee, officer
and/or director benefit plan maintained for one or more employees, officers
and/or directors of Synovus and/or its subsidiaries, and is held by the same
beneficial owner for whom it was acquired under any such plan; (5) is held by
the same beneficial owner to whom it was issued by Synovus, or to whom it was
transferred by Synovus from treasury shares, and the resolutions adopted by
Synovus' Board of Directors approving such issuance and/or transfer specifically
reference and grant such rights; (6) was acquired as a direct result of a stock
split, stock dividend or other type of share distribution, if the share as to
which it was distributed has been held by the same beneficial owner for a period
of 48 consecutive months prior to the record date of any meeting of shareholders
at which the share is eligible to be voted; (7) has been beneficially owned
continuously by the same shareholder for a period of 48 consecutive months prior
to the record date of any meeting of shareholders at which the share is eligible
to be voted; or (8) is owned by a holder who, in addition to shares that are
beneficially owned under the provisions of (1)-(7) above, is the beneficial
owner of less than 1,139,063 shares of Synovus common stock (which amount has
been appropriately adjusted to reflect the stock splits which have occurred
subsequent to April 24, 1986, and with such amount to be appropriately adjusted
to properly reflect any other change in Synovus common stock by means of a stock
split, a stock dividend, a recapitalization or otherwise occurring after April
24, 1986). Synovus has no other class of stock authorized.
Effective April 27, 1999, the Board of Directors of Synovus adopted a plan that
provides the common shareholders of Synovus with Common Stock Purchase Rights
("poison pill rights"), i.e. rights to acquire the stock of Synovus or its
successor.
Under the terms of the plan, holders of Synovus common stock received a poison
pill right for each share of Synovus common stock held by them. A shareholder's
ability to exercise his rights is contingent upon the occurrence of either a
tender offer for 15% or more, or the actual acquisition of 10% or more, of
Synovus common stock by a corporation or individual (the "acquiring person")
without the approval of the Synovus' Board of Directors.
In general, the rights become exercisable on the earlier of (1) ten days
following a public announcement that, without prior approval of Synovus, a
person or group of affiliated persons has acquired, or obtained the right to
acquire, beneficial ownership of 10% or more of the outstanding common stock of
Synovus, or (2) ten days following the commencement or announcement of an
intention to make a tender offer or exchange offer, without the prior written
consent of Synovus, for 15% or more of the outstanding shares of Synovus common
stock. Until the rights become exercisable, they cannot be transferred
separately from the underlying common stock on which they were distributed, nor
are the rights represented by any certificate other than the underlying stock
certificate itself. Additional, Synovus may redeem the poison pill rights for 1
cent per right until the date that specified events occur. The poison pill
rights expire on May 5, 2009.
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Board of Directors 9/13/2001
Synovus Financial Corp. 3
FABP Banchshares, Inc.
Once they become exercisable, the poison pill rights entitle the holder to
purchase from Synovus one share of common stock. No fractional shares of common
stock will be issued upon exercise of a poison pill right. In lieu thereof, a
payment in cash will be made to the holder of such poison pill right equal to
the same fraction of the current market value of a share of common stock.
If, after the rights become exercisable, a "flip-in" or "flip-over" event
occurs, all holders of such rights, except the acquiring person, are entitled to
purchase, at a 50 percent discount, the stock of either Synovus or the acquiring
corporation (whichever is applicable). A "flip-in" event is either (1) the
acquisition by the acquiring person of 15% or more of the outstanding stock of
Synovus, or (2) the conduct of certain self-dealing transactions between an
acquiring person or any of its affiliates or associates and Synovus. A
"flip-over" event is either (1) a merger or other business combination in which
Synovus is not the surviving corporation, or (2) a sale or transfer of more than
30% of the assets or earning power of Synovus and its subsidiaries (taken as a
whole) in one or a series of transactions.
FABP is a bank holding company organized and existing under the laws of Florida
and having its principal office in Pensacola, Florida. FABP has authorized
5,000,000 shares of $.001 par value common stock of which 1,567,510 shares were
outstanding as of May 31, 2001. There are no outstanding warrants, options,
rights, calls, or other commitments of any nature to which any person could
acquire stock in FABP that, if exercised or converted, would affect Synovus'
acquisition or retention of control of FABP. There are no outstanding securities
or debt obligations of FABP convertible into shares of FABP common stock.
First American Bank of Pensacola, N.A. (the "Bank"), is a wholly-owned
subsidiary of FABP with its principal office in Pensacola, Florida.
PROPOSED TRANSACTION
--------------------
For what has been represented to be valid business purposes, Synovus and FABP
want to combine their businesses. In order to reach that result, the following
transaction is proposed:
1. Pursuant to the Agreement and Plan of Merger dated June 28, 2001, (referred
to as the "Merger Agreement"), by and among Synovus and FABP, FABP will
merge with and into Synovus in accordance with Georgia and Florida state
law. Synovus will survive the merger and the separate corporate existence
of FABP will cease.
2. Immediately after the Merger and pursuant to the Merger Agreement dated
July 26, 2001, the separate corporate existence of the Bank will be merged
into Bank of Pensacola, a wholly owned subsidiary of Synovus.
D-3
Board of Directors 9/13/2001
Synovus Financial Corp. 4
FABP Banchshares, Inc.
3. As a result of the Merger and on its effective date, FABP shareholders will
be entitled to receive from Synovus not less than 1.9428 shares nor more
than 2.2582 shares of Synovus common stock for each of their shares of FABP
common stock (the "Per Share Exchange Ratio").
4. No fractional shares of Synovus common stock will be issued in the Merger.
Instead, FABP shareholders who would otherwise be entitled to a fractional
share of Synovus common stock will be paid in cash for the fractional
shares to be determined based upon the closing price per share of Synovus
common stock on the NYSE on the fifth business day immediately preceding
the effective date of the Merger.
5. Effective on the effective date of the Merger, Synovus will enter into
employment agreements with certain key employees. The agreements will
provide for key employees to continue to receive substantially the same
base salary and benefits which they presently receive, and certain
severance benefits and participation in various Synovus incentive, welfare
and benefit plans.
The following assumptions of fact have been made in regard to the proposed
merger (and they form an integral part of the opinions contained herein) each of
which you have examined and agree with:
a) The fair market value of the Synovus common stock and cash to be
received by each of the FABP shareholders pursuant to the Merger will
be approximately equal, in each instance, to the fair market value of
the FABP common stock exchanged therefore.
b) None of (i) Synovus, (ii) any member of Synovus' affiliated group as
defined in Section 1504 of the Code without regard to Section 1504(b)
of the Code (iii) any corporation in which at least fifty percent
(50%) of the total combined voting power of all classes of stock
entitled to vote or at least fifty percent (50%) of the value of all
classes of stock outstanding is owned directly or indirectly by
Synovus, or (iv) any entity that is treated as a partnership for
federal income tax purposes and has as an owner a corporation
described in (i), (ii) or (iii) of this paragraph has acquired or will
acquire, in a transaction that may be considered in connection with
the Merger, acquire or redeem (directly or indirectly) any shares of
Synovus common stock issued pursuant to the Merger for consideration
other than Synovus common stock, except for repurchases, if any, by
Synovus of a small percentage of its stock in the open market as part
of any ongoing stock repurchase program not created or modified in any
way in connection with the Merger. For purposes hereof, any entity
described in (ii), (iii), or (iv) shall be referred to as a Synovus
Related Party. An entity will be treated as a Synovus Related Party if
the requisite relationship exists immediately before or immediately
after the acquisition or redemption. In addition, an entity (other
than FABP or any FABP Related Party) will be treated as a Synovus
Related Party if the requisite relationship is created in connection
with the Merger. A FABP Related Party means any corporation in which
at least fifty percent (50%) of the
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Board of Directors 9/13/2001
Synovus Financial Corp. 5
FABP Banchshares, Inc.
total combined voting power of all classes of stock entitled to vote
or at least fifty percent (50%) of the value of all classes of stock
outstanding is owned directly or indirectly by FABP. Neither FABP nor
any FABP Related Party has acquired or will acquire, in a transaction
that may be considered in connection with the Merger, any shares
of FABP capital stock. An entity will be treated as a FABP Related
Party if the requisite relationship exists immediately before or
immediately after the acquisition. In addition, any entity that
is treated as a partnership for federal income tax purposes and
as an owner that is a FABP Related Party will be treated as a FABP
Related Party. Furthermore, no five percent or greater shareholder
of FABP, and to the best of the knowledge of the management of FABP,
none of the remaining shareholders of FABP has a plan or intention to
sell, or otherwise dispose of, to Synovus or any person related
(as defined in Treasury Reg. Section 1.368-1(e)(3)) to Synovus,
any of the Synovus stock to be issued in the Merger, either directly
or through any transaction, agreement, or arrangement with any
other person.
c) Neither FABP nor any FABP Related Party has redeemed or acquired any
FABP common stock prior to and in connection with the merger.
d) Synovus has no plan or intention to liquidate, to merge with and into
another corporation, or to cause to sell or otherwise dispose of any
assets of FABP acquired in the Merger, except for dispositions made in
the ordinary course of business or transfers described in Section
368(a)(2)(C).
e) The liabilities of FABP assumed by Synovus and the liabilities to which
the transferred assets of FABP are subject were incurred by FABP in the
ordinary course of its business.
f) Following the Merger, Synovus will continue the historical business of
FABP or use a significant portion of FABP's historical assets in a
business.
g) Synovus and FABP, and the shareholders of FABP will each pay their own
fees, expenses, and disbursements in connection with the Merger.
h) There is no intercorporate debt existing between Synovus, FABP, and the
Bank that was issued, acquired, settled or will be settled at a
discount.
i) No two parties to the Merger (i.e. Synovus and FABP) are investment
companies within the meaning of such term as used in Section
368(a)(2)(F)(iii) and (iv).
j) Neither FABP, nor the Bank is under the jurisdiction of a court in
a Title 11 or similar case within the meaning of 368(a)(3)(A).
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FABP Banchshares, Inc.
k) On the effective date of the Merger, the fair market value of the
assets of FABP transferred to Synovus will exceed the sum of the
liabilities assumed by Synovus plus the amount of liabilities to which
the transferred assets are subject.
l) None of the Synovus common stock being issued to the FABP shareholders
will represent compensation for past or future services. The
compensation to be paid to FABP directors, officers, and employees who
are stockholders of FABP and who will be employed following the Merger
will not be part of the consideration paid for their FABP common stock,
but will be commensurate, in each instance, with past or future
services.
m) All distributions made by FABP and the Bank prior to the Merger will
be "regular, normal" distributions.
n) The maximum amount of cash to be paid in lieu of fractional shares of
Synovus voting common stock will, in the aggregate, be less than one
percent of the total consideration paid to the FABP shareholders in the
Merger. The payment of cash in lieu of fractional shares of Synovus
common stock is solely for the purpose of avoiding the expense and
inconvenience of issuing fractional shares and does not represent
separately bargained-for consideration.
o) No event has occurred which made the poison pill rights exercisable.
p) At the time of Merger, each option to purchase or other right with
respect to shares of FABP common stock pursuant to stock options
granted by FABP, which are outstanding at the time of Merger, whether
or not exercisable, shall be converted into and become rights with
respect to Synovus common stock, and Synovus shall assume each FABP
option, in accordance with the terms of the FABP stock plan by which it
is evidenced in substantially the same terms and conditions.
Scope of Opinion
----------------
The opinions expressed in this letter are rendered only with respect to the
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specific matters discussed herein and we express no opinion with respect to any
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other legal, federal, or state income tax aspect of this transaction. Therefore,
--------------------------------------------------------------------------------
no inference should be drawn on any matter not expressly opined on.
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The opinions contained herein are based on the facts, circumstances, and
-------------------------------------------------------------------------
assumptions stated above. If any of the above-stated facts, circumstances or
----------------------------------------------------------------------------
assumptions are not entirely complete or accurate, it is imperative that we be
------------------------------------------------------------------------------
informed immediately, as the incompleteness or inaccuracy could have a material
-------------------------------------------------------------------------------
effect on our conclusions and we have not independently verified each of the
----------------------------------------------------------------------------
above facts or assumptions.
---------------------------
In rendering our opinion, we are relying upon the relevant provisions of the
----------------------------------------------------------------------------
Code; the regulations thereunder; and judicial and administrative
-----------------------------------------------------------------
interpretations thereof, all of
-------------------------------
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FABP Banchshares, Inc.
which are subject to change or modification by subsequent legislative,
---------------------------------------------------------------------
regulatory, administrative or judicial decisions. Such change could be
----------------------------------------------------------------------
retroactive in effect and therefore could have an effect on our
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conclusions. We undertake no responsibility to update our opinions in the event
-------------------------------------------------------------------------------
of any such change.
------------------
DISCUSSION
----------
Merger
Classification as a reorganization
----------------------------------
Section 368(a)(1)(A) provides that the term "reorganization" includes a
statutory merger. The term statutory merger refers to a merger effected pursuant
to the corporate laws of the United States, a state or territory, or the
District of Columbia. Treasury Regulation Section 1.368-2(b).
Requisite to all reorganizations under Section 368(a)(1) are a (1) valid
business purpose; (2) continuity of the business enterprise under the modified
corporate form; and (3) continuity of interest in the corporation surviving the
merger. Regulation Section 1.368-1(b). The term "reorganization" does not
embrace the mere purchase by one corporation of the properties of another.
Regulation Section 1.368-2(a). These regulations reflect well-developed judicial
interpretation of the statutory definition of a reorganization, the purpose of
which is to exclude from the scope of the reorganization provisions those
transactions that are in fact sales.
Continuity of business enterprise requires that the transferee corporation
either continue the transferor corporation's historical business or use a
significant portion of the transferor corporation's historical business assets.
Regulation Section 1.368-1(d)(2). This will be satisfied in this transaction as
per representation "f" above.
The regulations under Section 368(a) do not establish the amount of qualifying
consideration necessary to satisfy the continuity of shareholder interest
requirement. However, the Service has promulgated a definite test as to the
requirement for purposes of obtaining a private letter ruling. Under Revenue
Procedure 77-37, 1977-2 C.B. 568, the continuity of interest requirement of
Regulation Section 1.368-1(b) is satisfied if:
[T]here is continuing interest through stock ownership in the acquiring or
transferee corporation.... on the part of the former shareholders of the
acquired or transferor corporation which is equal in value, as of the effective
date of the reorganization, to at least 50 percent of the value of all the
formerly outstanding stock of the acquired or transferor corporation as of the
same date. It is not necessary that each shareholder of the acquired or
transferor corporation receive in the exchange, stock of the acquiring of
transferor corporation... which is equal in value to at least 50 percent of the
value of his former stock interest in the acquired or transferor corporation, so
long as one or more of the shareholders of the acquired or transferor
corporation have a continuing interest through stock ownership in the acquiring
or transferee corporation... which is, in the
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FABP Banchshares, Inc.
aggregate, equal in value to at least 50 percent of the value of all of the
formerly outstanding stock of the acquired or transferor corporation.
The 50 percent definitive test of this revenue procedure does not as a matter of
law establish the amount of qualifying consideration necessary to meet the
continuity of interest requirement of Regulation Section 1.368-1(b). In other
words, the continuation of a capital stock ownership in the acquiring
corporation equal to less that 50 percent of the value of the stock of the
acquired corporation does not itself mark a discontinuity of interest. The
Supreme Court in John A. Nelson Co. v. Helvering, 296 U.S. 374 (1935), 36-1
U.S.T.C. para 9019, held that there was a reorganization even though the
shareholders of the acquired corporation received less than half of their total
consideration in the form of stock of the acquiring corporation and received
nonvoting preferred stock. It is only necessary that the shareholders continue
to have a definite and substantial equity interest in the assets of the
acquiring corporation, Revenue Ruling 61-156, 1961-2 C.B. 62. This requirement
should be met in this transaction as per representation "b", above.
In addition to the foregoing, it has been represented as a fact that this
transaction is being undertaken for a bona fide corporate business reason, thus
satisfying the first requirement stated above.
The merger of FABP with and into Synovus will constitute a reorganization within
the meaning of Section 368(a)(1)(A) provided that (1) the merger of FABP with
and into Synovus qualified as a statutory merger under the applicable federal
and state laws and is undertaken for a valid business purpose as stated in the
above facts; (2) after the transaction Synovus continues the historical business
of FABP; and (3) FABP shareholders exchange for Synovus common stock an amount
of the FABP stock meeting the continuity of shareholder interest test. Synovus
and FABP will each be "a party to a reorganization" within the meaning of
Section 368(b). As discussed above, each of the foregoing will be complied with
in this transaction.
Federal income tax consequences to exchanging shareholders
Section 354(a)(1) provides that no gain or loss will be recognized if stock of a
corporation which is a party to a reorganization is, pursuant to the plan or
reorganization, exchanged solely for stock of such corporation or of another
corporation which is a party to the reorganization. Section 356(a)(1) in
relevant part provides that if money or other property is received in an
exchange to which section 354 would otherwise apply, then gain, if any, to the
recipient will be recognized to the extent of the sum of the money and fair
market value of the property received. If the exchange has the effect of the
distribution of a dividend, then the amount of gain recognized that is not in
excess of each distributee shareholder's ratable share of the undistributed
earnings and profits of the acquired corporation will be treated as a dividend,
Section 356(a)(2). No loss will be recognized on the exchange, Section 356(c).
Section 358 provides that, generally,
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FABP Banchshares, Inc.
shareholders are entitled to a carryover basis for stock received in a
reorganization transaction qualifying under Section 354 or 356.
The FABP common shareholders will not recognize any gain or loss pursuant to
Section 354(a)(1) on the receipt solely of Synovus common stock in exchange for
their FABP common stock. The tax basis which these FABP common shareholders will
have in their newly received Synovus common stock will be the same as their tax
basis in the FABP common stock immediately prior to the merger under Section
358(a), less any cash received in lieu of fractional shares, plus any gain
recognized on the receipt of cash in lieu of fractional shares.
If the property received in an exchange (i.e., Synovus common stock) has the
same (i.e., carryover) basis as the property given up, then Section 1223(1)
applies to determine the holding period for the property received. Section
1223(1) provides that the period during which the taxpayer held the property
surrendered in the exchange is added to the period he or she holds the property
received in the exchange in order to determine the holding period of the
property received.
This tacking of the previous holding period applies only if the property
exchanged (i.e., FABP common stock) was a capital asset in the taxpayer's hands
at the time of the exchange, Section 1223(1). The status of the property as a
capital asset is determined under Section 1221, which defines "capital asset" as
any property of a taxpayer other than property within specified classifications.
As a general rule, stock of a corporation would be treated as a capital asset
under this section. Provided that his or her FABP common stock is a capital
asset, then each FABP shareholder will be able to include his or her respective
ownership period of the FABP common stock in determining the holding period of
the Synovus common stock received in the proposed transaction.
Poison Pill Rights
The shares of Synovus common stock to be issued to the FABP shareholders entitle
such shareholders to receive the poison pill rights which will become
exercisable upon the happening of future events as described above. An issue
with respect to the poison pill rights is whether the rights should be
considered separable from the Synovus common stock and therefore "other
property" within the meaning of Section 356(a) or rather as an attribute of the
Synovus common stock, that is, a right to a future dividend inseparable from the
other rights inherent in the stock and not personal to the shareholders.
Presently, the Service has not published any direct authoritative position
regarding the treatment of poison pill rights in the context of a corporate
reorganization that can be cited as precedent. Nor are there any judicial
opinions specifically addressing poison pill rights in the context of a
corporate reorganization.
The only available guidance consists of Private Letter Rulings ("PLRs") that
address the shareholder tax consequences upon the receipt of capital stock
incorporating a poison pill
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Board of Directors 9/13/2001
Synovus Financial Corp. 10
FABP Banchshares, Inc.
rights plan in the context of a corporate reorganization. Under Section
6110(j)(3), PLRs may not be used or cited as precedent. If the Service issues
further authority, such authority could be prospective only in accordance with
the provisions of Section 7805.
In PLR 8808081, the Service ruled that poison pill rights incorporated in the
terms of capital stock issued in a corporate reorganization constituted "other
property" within the meaning of Section 356(a). Accordingly, the filing held
that the acquired corporation's shareholders recognized gain, to the extent of
the fair market value of the poison pill rights, in the exchange for capital
stock of the acquiring corporation.
Subsequently, however, the Service reversed its position and ruled in PLR
8925087, PLR 8925088, PLR 9040069, PLR 9040042, PLR 9120006, and PLR 199904013
(among others) that poison pill rights did not constitute other property within
the meaning of Section 356(a).
Indirect support for the proposition that poison pill rights do not constitute
"other property" can also be found in Revenue Ruling 90-11, 1990-1 C.B. 10.
Although not in the context of a corporate reorganization, the Service concluded
that the initial issuance of poison pill rights is not a distribution of
property which would give rise to current tax to the shareholders. The terms of
the poison pill plan described in the ruling are comparable to the terms of the
Synovus plan. This ruling is a published ruling, and therefore may be cited as
precedent. This published ruling indicates that the more recent private letter
rulings cited immediately above reflect the current thinking of the Service,
i.e., that poison pill rights do not constitute other property when associated
with stock received in a corporate reorganization. Should the Service
successfully maintain that the poison pill rights are other property, then gain,
if any, realized by a common shareholder receiving such rights would be
recognized to the extent of the fair market value of such rights.
CONCLUSION
----------
Based on the foregoing, it is the opinion of KPMG that:
1. The merger of FABP with and into Synovus, in accordance with Georgia and
Florida state law, will be treated as a reorganization under Section
368(a)(1)(A), and that Synovus and FABP will each be a party to the
reorganization as defined in Section 368(b).
2. No gain or loss will be recognized by the shareholders of FABP upon the
receipt of the shares of Synovus voting common stock for their FABP common
stock upon consummation of the Merger. The basis of the Synovus shares
received by such FABP shareholders (including any fractional share to which
they may be entitled) will be the same as the basis of the FABP common
stock surrendered in the exchange. Provided that the FABP common stock was
a capital asset in the shareholder's hands, the holding period of the
Synovus common stock (including any fractional share to
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Board of Directors 9/13/2001
Synovus Financial Corp. 11
FABP Banchshares, Inc.
which they may be entitled) will include the holding period of the
FABP stock.
3. The payment by Synovus of cash in lieu of fractional share interests in its
common stock will, for federal income tax purposes, be treated as if
Synovus actually issued the fractional share interests to the FABP common
shareholders and then Synovus redeemed such fractional shares for cash. See
Revenue Ruling 66-365, 1966-2 C.B. 116. Each affected FABP common
shareholder should consult their own tax advisor for the tax effect to them
of such redemption (i.e. exchange treatment or dividend).
4. Based on the discussion above under Poison Pill Rights, it
appears reasonable to conclude that the Synovus poison pill
rights plan adopted on April 27, 1999, should be treated as an
attribute of the Synovus common stock, a right that is
inseparable from other rights inherent in the stock and does not
constitute other property received by the FABP common
shareholders in exchange for their FABP common stock. However, in
view of the lack of precedent, there can be no assurance that the
Service will agree with this conclusion. In the event the Service
ultimately establishes that such poison pill rights constitute
other property, then the FABP shareholders, who realize gain on
the exchange of their shares for Synovus common stock, will
recognize such gain to the extent of the value of the poison pill
rights received.
5. Where a FABP shareholder elects to receive cash by exercising
statutory dissenter's rights, such cash will be treated as having been
received by the shareholder as a distribution in redemption of his or
her FABP stock subject to the provisions and limitations of
Section 302 of the Code.
We are furnishing this opinion to you solely in connection with Section V(A)(8)
of the Merger Agreement. This opinion is solely for your benefit and is not to
be used, circulated, quoted or otherwise referred to for any purpose without our
express written permission.
/s/KPMG
D-11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS; UNDERTAKINGS
Item 20. Indemnification of Directors and Officers
Subsection (a) of Section 14-2-851 of the Georgia Business Corporation Code
provides that a corporation may indemnify or obligate itself to indemnify an
individual made a party to a proceeding because he or she is or was a director
against liability incurred in the proceeding if such individual conducted
himself or herself in good faith and such individual reasonably believed, in the
case of conduct in an official capacity, that such conduct was in the best
interests of the corporation and, in all other cases, that such conduct was at
least not opposed to the best interests of the corporation and, in the case of
any criminal proceeding, such individual had no reasonable cause to believe such
conduct was unlawful. Subsection (d) of Section 14-2-851 of the Georgia Business
Corporation Code provides that a corporation may not indemnify a director in
connection with a proceeding by or in the right of the corporation except for
reasonable expenses incurred if it is determined that the director has met the
relevant standard of conduct, or in connection with any proceeding with respect
to conduct under Section 14-2-851 of the Georgia Business Corporation Code for
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Notwithstanding the foregoing, pursuant to Section 14-2-854 of
the Georgia Business Corporation Code a court may order a corporation to
indemnify a director or advance expenses if such court determines that the
director is entitled to indemnification under the Georgia Business Corporation
Code or that the director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not such director met the
standard of conduct set forth in subsections (a) and (b) of Section 14-2-851 of
the Georgia Business Corporation Code, failed to comply with Section 14-2-853 of
the Georgia Business Corporation Code or was adjudged liable as described in
paragraph (1) or (2) of subsection (d) of Section 14-2-851 of the Georgia
Business Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides that to
the extent that a director has been successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party, because he or she is or
was a director of the corporation, the corporation shall indemnify the director
against reasonable expenses incurred by the director in connection therewith.
Section 14-2-857 of the Georgia Business Corporation Code provides that a
corporation may indemnify and advance expenses to an officer of the corporation
who is a party to a proceeding because he or she is an officer of the
corporation to the same extent as a director and if he or she is not a director
to such further extent as may be provided in its articles of incorporation,
bylaws, action of its board of directors or contract except for liability
arising out of conduct specified in Section 14-2-857(a)(2) of the Georgia
Business Corporation Code. Section 14-2-857 of the Georgia Business Corporation
Code also provides that an officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 14-2-852 and is entitled to
apply for court ordered indemnification or advances for expenses under Section
14-2-854, in each case to the same extent as a director. In addition, Section
14-2-857 provides that a corporation may also indemnify and advance expenses to
an employee or agent who is not a director to the extent, consistent with public
policy, that may be provided by its
articles of incorporation, bylaws, action of its board of directors or contract.
In accordance with Article VIII of the Company's Bylaws, every person who
is or was (and the heirs and personal representatives of such person) a
director, officer, employee or agent of the Company shall be indemnified and
held harmless by the Company from and against the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), and reasonable expenses (including attorneys' fees and
disbursements) that may be imposed upon or incurred by him or her in connection
with or resulting from any threatened, pending, or completed, action, suit, or
proceeding, whether civil, criminal, administrative, investigative, formal or
informal, in which he or she is, or is threatened to be made, a named defendant
or respondent: (a) because he or she is or was a director, officer, employee, or
agent of the Company; (b) because he or she or is or was serving at the request
of the Company as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise; or (c) because he or she is or was serving as an employee of
the corporation who was employed to render professional services as a lawyer or
accountant to the corporation; regardless of whether such person is acting in
such a capacity at the time such obligation shall have been imposed or incurred,
if (i) such person acted in a manner he or she believed in good faith to be in
or not opposed to the best interest of such corporation, and, with respect to
any criminal proceeding, if such person had no reasonable cause to believe his
or her conduct was unlawful or (ii), with respect to an employee benefit plan,
such person believed in good faith that his or her conduct was in the interests
of the participants in and beneficiaries of the plan.
Pursuant to Article VIII of the Bylaws of the Company, reasonable expenses
incurred in any proceeding shall be paid by the Company in advance of the final
disposition of such proceeding if authorized by the Board of Directors in the
specific case, or if authorized in accordance with procedures adopted by the
Board of Directors, upon receipt of a written undertaking executed personally by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Company, and a written affirmation of his or her good faith
belief that he or she has met the standard of conduct required for
indemnification.
The foregoing rights of indemnification and advancement of expenses are not
intended to be exclusive of any other right to which those indemnified may be
entitled, and the Company has reserved the right to provide additional indemnity
and rights to its directors, officers, employees or agents to the extent they
are consistent with law.
The Company carries insurance for the purpose of providing indemnification
to its directors and officers. Such policy provides for indemnification of the
Company for losses and expenses it might incur to its directors and officers for
successful defense of claims alleging negligent acts, errors, omissions or
breach of duty while acting in their capacity as directors or officers and
indemnification of its directors and officers for losses and expense upon the
unsuccessful defense of such claims.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as
II-2
amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 21. Exhibits and Financial Statement Schedules
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No. Description
2 Agreement and Plan of Merger is attached as Appendix "A" to the Proxy
Statement/Prospectus included in this Registration Statement.
4.1 Articles of Incorporation of Synovus Financial Corp., as amended,
incorporated by reference to Exhibit 4(a) of Synovus Financial Corp.'s
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on July 23, 1990 (File No. 33-35926).
4.2 Bylaws, as amended, of Synovus Financial Corp., incorporated by
reference to Exhibit 4.2 of Synovus Financial Corp.'s Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on May 31, 2000 (File No. 333-38232).
4.3 Form of Rights Agreement incorporated by reference to Exhibit 4.1 of
Synovus Financial Corp.'s Registration Statement on Form 8-A dated
April 28, 1999 filed with the Securities and Exchange Commission on
April 28, 1999 pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended.
5 Legal opinion of the Senior Deputy General Counsel of Synovus
regarding the legality of the Synovus Common Stock being issued in the
Merger.
8 Tax opinion of KPMG LLP regarding the tax consequences of the Merger
to shareholders of FABP Bancshares Common Stock is attached as
Appendix "D" to the Proxy Statement/Prospectus included in this
Registration Statement.
23.1 The consent of KPMG LLP re: Consolidated Financial Statements of
Synovus Financial Corp. and Subsidiaries.
II-3
23.2 The consent of KPMG LLP regarding its tax opinion filed as Appendix
"D" to the Proxy Statement/Prospectus included in this Registration
Statement.
23.3 The consent of the Senior Deputy General Counsel of Synovus is
contained in her opinion filed as Exhibit 5 to the Registration
Statement.
23.4 The consent of SunTrust Robinson Humphrey Equity Capital Markets
(formerly The Robinson-Humphrey Company) regarding its opinion as to
the fairness of the exchange ratio to be received by FABP Bancshares
shareholders is contained in its opinion attached as Appendix "C" to
the Proxy Statement/Prospectus included in the Registration Statement.
24 Powers of Attorney contained on the signature pages of the
Registration Statement.
99.1 Form of Proxy
99.2 Opinion of The Robinson-Humphrey Company (now SunTrust Robinson
Humphrey Equity Capital Markets) as to the fairness of the exchange
ratio to be received by FABP Bancshares' shareholders is attached as
Appendix "C" to the Proxy Statement/Prospectus included in the
Registration Statement.
The Registrant agrees to provide to the Commission, upon request, copies of
instruments defining the rights of holders of long-term debt of the Registrant.
Item 22. Undertakings.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The Registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
II-4
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide public offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other that the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes the information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
acq\FABP\PartII.doc
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-4 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Georgia, on the 9th day of
October, 2001.
SYNOVUS FINANCIAL CORP.
(Registrant)
By: /s/James H. Blanchard
---------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey and
Richard E. Anthony, and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
and to file the same, with all exhibits and schedules thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney(s)-in-fact and agent(s) full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney(s)-in-fact and agent(s), or their substitute(s), may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/William B. Turner Date: October 9, 2001
---------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: October 9, 2001
---------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: October 9, 2001
---------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: October 9, 2001
---------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: October 9, 2001
---------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Elizabeth R. James Date: October 9, 2001
---------------------------------------
Elizabeth R. James
Vice Chairman of the Board
/s/Thomas J. Prescott Date: October 9, 2001
---------------------------------------
Thomas J. Prescott,
Executive Vice President,
Principal Accounting and Financial Officer
/s/Daniel P. Amos Date: October 9, 2001
---------------------------------------
Daniel P. Amos,
Director
Date:
---------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: October 9, 2001
---------------------------------------
Richard Y. Bradley,
Director
Date:
---------------------------------------
C. Edward Floyd,
Director
Date:
---------------------------------------
Gardiner W. Garrard, Jr.,
Director
Date:
---------------------------------------
V. Nathaniel Hansford,
Director
Date:
---------------------------------------
Alfred W. Jones III,
Director
/s/John P. Illges, III Date: October 9, 2001
---------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: October 9, 2001
---------------------------------------
Mason H. Lampton,
Director
/s/Elizabeth C. Ogie Date: October 9, 2001
---------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: October 9, 2001
---------------------------------------
H. Lynn Page,
Director
Date:
---------------------------------------
Robert V. Royall, Jr.,
Director
Date:
---------------------------------------
Melvin T. Stith,
Director
filings\snv\conf33.doc