Filed by Synovus Financial Corp.
Commission File No. 001-10312
Subject Company: Synovus Financial Corp.
On November 6, 2002, FNB Newton Bankshares, Inc. mailed the following
communication to each of its shareholders.
FNB[logo]
FNB NEWTON BANKSHARES FIRST NATION BANK
November 6, 2002
Dear Shareholders:
We are enclosing a copy of a September press release, which announced
that FNB Newton Bankshares, Inc. had signed a letter of intent to be acquired by
Synovus Financial Corp.
We are now pleased to report that on October 31, 2002, FNB and Synovus
signed an Agreement and Plan of Merger providing for the acquisition of FNB by
Synovus. Under the terms of our agreement, each of your FNB shares will be
converted into approximately $85.1536 in cash and approximately 4.1353 shares of
---
Synovus common stock. Using a stock price of $21.38 per share for Synovus common
stock (the closing price on Monday), the merger agreement would result in total
consideration of approximately $173.00 for each share of FNB stock. This amount
will increase or decrease with the market value of Synovus common stock.
We will be scheduling a shareholders' meeting after the first of the
year for FNB shareholders to vote on this merger. As soon as we have done so, we
will send you a notice of that meeting, together with detailed information about
the merger. We currently expect the merger to be effective in February or March,
2003.
We believe that FNB and Synovus together will be a great company. We
will continue to operate under the "First Nation Bank" name. We will continue to
offer personalized customer service, and our employees will continue to play an
important role in meeting the financial service needs of our customers. In
addition, we will now be able to offer our customers the advantages of alignment
with an institution like Synovus with its broad array of financial products and
services.
Sincerely,
/s/Stephen C. Wood
Stephen C. Wood
President
SCW/lsw
Synovus will be filing a Registration Statement on Form S-4 and other relevant
documents concerning the merger with the SEC. Such document will also serve as a
proxy statement for FNB Newton Bankshares, Inc. WE URGE INVESTORS TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's Web site, www.sec.gov. In addition,
documents filed with the SEC by Synovus will be available free of charge from
the Corporate Secretary of Synovus at Suite 301, One Arsenal Place, 901 Front
Avenue, Columbus, Georgia 31901, Telephone 706-649-4751. READ THE REGISTRATION
STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
FNB/P.O. Box 1107/Covington, Georgia
--------------------------------------------------------------
[LOGO]
SYNOVUS NEWS RELEASE
FINANCIAL CORP. ---------------------------------------------------------------
For Immediate Release
---------------------
Contact: Aimee Davis Patrick A. Reynolds
Synovus Synovus
706.644.0528 706.649.4973
Synovus To Acquire First Nation Bank
------------------------------------
Financial Services Company Strengthens Presence in Metro Atlanta.
Columbus, Ga., September 26, 2002- Synovus (NYSE - "SNV"), the Columbus, Georgia
based diverse financial services company, today announced the signing of a
letter of intent to acquire $340.7 million asset FNB Newton Bankshares, Inc.,
the parent company of First Nation Bank in Covington, Georgia. FNB has ten
branches serving Newton, Henry and Rockdale Counties. FNB further expands
Synovus' growing presence in the high-growth Metro Atlanta area.
Stephen C. Wood, President and CEO of First Nation Bank stated, "With
consolidation taking place throughout the banking industry, many community banks
are attempting to align themselves with institutions like Synovus that can
provide the broadest array of products and services. First Nation Bank and
Synovus are compatible in culture and the desire to provide top-quality service.
This transaction will enable our employees to continue to play an important role
in meeting the financial service needs of our customers in the communities we
serve."
James H. Blanchard, CEO and Chairman of the Board of Synovus stated, "We welcome
First Nation Bank into the Synovus family. The FNB team shares the same values
we hold high at Synovus. Through this acquisition, we are making our banking
organization stronger by joining with an experienced banking company which will
enable us to serve even more customers in this strong market."
First Nation Bank will continue to operate under its existing name and
management team.
Earlier this week, Synovus announced the execution of a definitive agreement to
acquire $408 million asset United Financial Holdings, Inc. in St. Petersburg,
Florida; (Nasdaq: "UFHI"), the parent company of United Bank, United Bank of the
Gulf Coast, United Trust Company and EPW Investment Management, Inc.
About Synovus
-------------
Synovus (NYSE: "SNV"), with more than $18 billion in assets, provides integrated
financial services including banking, financial management, insurance, mortgage
and leasing services through 39 affiliate banks and other Synovus offices in
Georgia, Alabama, South Carolina, Florida and Tennessee; and electronic payment
processing through an 81 percent stake in TSYS (NYSE: "TSS"), the world's
largest third-party processor of international payments. Synovus is No. 5 on
FORTUNE magazine's list of "The 100 Best Companies To Work For" in 2002. See
Synovus on the Web at www.synovus.com.
###