1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 4)*
Under the Securities Exchange Act of 1934
of
William B. Turner (joined by his spouse)
Synovus Financial Corp.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
Common Stock: 87161C 10 5
--------------------------------------------------------------------------------
(CUSIP Number)
Garilou Page, Esq.
Synovus Financial Corp.
901 Front Avenue, Suite 202
Columbus, Georgia 31901
(706) 649-4793
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 13, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index is located on page 12 of this filing.
Page 1 of 12
2
SCHEDULE 13D
CUSIP NO. 87161C 10 5 PAGE 2 OF 12 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WILLIAM B. TURNER
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 2,138,858.871
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 4,653,357
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 2,086,996.871
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
4,705,219
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,792,215.871
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
3
SCHEDULE 13D
CUSIP NO. 87161 C 10 5 PAGE 3 OF 12 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
SUE MARIE T. TURNER
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
N/A
---------------------------------------------------------------------
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
---------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 4,653,357
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
4,653,357
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,653,357
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
4
EXPLANATORY NOTE
This Amendment No. 4 ("Amendment No. 4") is being made to the Schedule
13D as amended and restated by Amendment No. 2 filed on December 21, 2000 and as
further amended by Amendment No. 3 filed on February 8, 2001 (the "Schedule
13D") jointly filed by William B. Turner and Sue Marie T. Turner, both in their
individual capacities and as trustees of their respective grantor retained
annuity trusts ("GRATs"). This Amendment No. 4 is being filed pursuant to Rules
13d-1(k)(1) and 13d-2 promulgated under the Securities Exchange Act of 1934, as
amended, to report: (1) the reorganization of TB&C Bancshares, Inc. ("TB&C") and
the related distribution in liquidation by TB&C of 14,309,182 shares of common
stock, $1.00 par value (the "Common Stock"), of Synovus Financial Corp., a
Georgia corporation ("Synovus"), all of which were previously deemed to be
beneficially owned indirectly by Mr. and Mrs. Turner; (2) the acquisition of
2,065,336 of such shares by Mr. Turner, as sole trustee of his GRAT; (3) the
acquisition of 2,065,335 of such shares by Mrs. Turner, as sole trustee of her
GRAT; and (4) the fact that Mr. and Mrs. Turner now beneficially own less than
5% of the outstanding shares of Synovus Common Stock. Other updating changes
also are reflected in the items that are being amended.
ITEM 1. SECURITY AND ISSUER.
The information set forth in Item 1 of the Schedule 13D has not changed
as of the date of this Amendment No. 4.
ITEM 2. IDENTITY AND BACKGROUND.
The information set forth in Item 2 of the Schedule 13D has not changed
as of the date of this Amendment No. 4.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to report a recent
transaction involving TB&C that reduced Mr. and Mrs. Turner's beneficial
ownership of Synovus Common Stock to below 5% of the outstanding shares of such
Common Stock. As a result of Mr. Turner's position as a director of TB&C and Mr.
Turner's and Mrs. Turner's positions as sole trustees of their respective GRATs,
in which capacity they were significant shareholders of TB&C, Mr. and Mrs.
Turner were deemed to beneficially own 14,309,182 shares of Synovus Common Stock
that were owned by TB&C until the close of business on August 13, 2001. After
the close of business and after the New York Stock Exchange closed on August 13,
2001, TB&C completed a reorganization (the "Reorganization") under Section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended, in which:
(a) TB&C transferred to Synovus the 14,309,182 shares of Synovus
Common Stock that TB&C previously owned, and Synovus issued to
TB&C the same number of newly issued shares of Synovus Common
Stock, having the same rights as the shares surrendered; and
Page 4 of 12
5
(b) TB&C immediately distributed the 14,309,182 newly issued
shares of Synovus Common Stock to TB&C's shareholders in
proportion to their ownership of TB&C shares, all as part of
the related liquidation and dissolution of TB&C.
The only shares of Synovus Common Stock previously owned by TB&C that
Mr. and Mrs. Turner are deemed to beneficially own after the Reorganization are
the shares distributed by TB&C to Mr. Turner and Mrs. Turner, each as sole
trustee of his or her GRAT, of which he or she also is the sole annuity
beneficiary. As trustee of his GRAT, Mr. Turner received 2,065,336 shares of
Synovus Common Stock based on his ownership, as trustee of his GRAT, of
2,106,815 shares of TB&C Common Stock being cancelled in the dissolution of
TB&C, and, as trustee of her GRAT, Mrs. Turner received 2,065,335 shares of
Synovus Common Stock based on her ownership, as trustee of her GRAT, of
2,106,814 shares of TB&C Common Stock being cancelled in the dissolution of
TB&C.
The only funds or other consideration that has been or will be given in
connection with the Reorganization consists of: (a) the shares of Synovus Common
Stock surrendered by TB&C to Synovus in exchange for the issuance of an equal
number of new shares of Synovus Common Stock issued by Synovus to TB&C; and (b)
the shares of TB&C Common Stock owned by Mr. Turner and Mrs. Turner, each as
sole trustee of his or her GRAT (as well as the shares of TB&C Common Stock
owned by the other TB&C shareholders) that are being cancelled in the
dissolution of TB&C.
TB&C was formed in 1986 by Mr. Turner and his sisters, Elizabeth T.
Corn and Sarah T. Butler, to effect various family, financial and estate
planning goals. In 1986, Mr. Turner and his sisters contributed to TB&C a total
of 1,766,637 shares (9.5% of the then outstanding shares) of Common Stock of
Synovus that they and their ancestors had owned for many years. All of the
shares of Synovus Common Stock that TB&C owned immediately prior to the
Reorganization consisted of the shares initially contributed, a modest amount of
additional shares contributed in 1990 by the three founding shareholders, and
additional shares issued with respect to the contributed shares as a result of
intervening stock splits, as reduced by two relatively modest charitable gifts
of shares of Synovus Common Stock by TB&C. Stock splits, together with the
sharing of voting and investment power over the shares his sisters contributed
to TB&C and the sharing of voting power over shares as to which TB&C leased
voting rights prior to January 22, 2001, accounted for the vast majority of
increases from 1980 until August 13, 2001 in the number of shares shown as
beneficially owned by Mr. Turner from time to time in his Schedule 13D filings.
As of the date of this report, TB&C no longer owns or votes any shares
of Synovus Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
As indicated under Item 3, TB&C was formed to allow Mr. Turner and his
sisters to effect various family, financial and estate planning goals for
themselves and their lineal descendants. As previously disclosed in Amendment
No. 3, Mr. Turner and the other family members who are directors of TB&C
concluded, based on their continuing evaluation of the
Page 5 of 12
6
families' circumstances and on the advice of their professional advisors, that
achievement of these goals would be advanced by the Reorganization of TB&C
(including the distribution in liquidation by TB&C to its shareholders of all
shares of Synovus Common Stock owned by TB&C). The Reorganization and related
distribution of Synovus shares were completed on August 13, 2001.
Neither Mr. Turner nor Mrs. Turner has any plans or proposals that
relate to or would result in: (a) any person acquiring additional securities of
Synovus or disposing of securities of Synovus (except through any distributions
in kind by Mr. and Mrs. Turner as trustees of their respective GRATs (or
possibly sales by them as trustees of such GRATs) of shares of Synovus Common
Stock to satisfy annuity payments due to Mr. and Mrs. Turner as annuity
beneficiaries of such GRATs, and through Mr. Turner's participation in Synovus'
Director Stock Purchase Plan or Synovus' Dividend Reinvestment and Direct Stock
Purchase Plan); (b) an extraordinary corporate transaction involving Synovus;
(c) a sale or transfer of a material amount of the assets of Synovus or any of
its subsidiaries; (d) any change in the present board of directors or management
of Synovus; (e) any material change in the present capitalization or dividend
policy of Synovus; (f) any other material change in Synovus' business or
corporate structure; (g) any changes in Synovus' charter or bylaws or other
actions that might impede the acquisition of control of Synovus; (h) the
delisting of Synovus Common Stock from the New York Stock Exchange; (i) the
eligibility of Synovus Common Stock for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any
action similar to any of those enumerated in items (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The percentages set forth below and on pages 2-3
hereof are based on 291,093,083 shares of Synovus Common Stock outstanding on
August 23, 2001, as provided by Synovus.
Mr. Turner. Mr. Turner could be construed to be the beneficial owner of
6,792,215.871 shares (2.3%) of Synovus Common Stock. Certain of these shares
have been beneficially owned by Mr. Turner for a number of years, with such
beneficial ownership often pre-dating the organization of Synovus and extending
to comparable beneficial ownership of the securities of Columbus Bank and Trust
Company, the lead bank subsidiary for which Synovus was initially organized to
acquire in 1972.
Mr. Turner has sole voting and investment power as to 2,086,996.871
shares of Synovus Common Stock, consisting of: (a) 21,660.871 shares that he
owns directly; and (b) 2,065,336 shares owned by Mr. Turner as sole trustee of
his GRAT. Mr. Turner has sole voting power as to an additional 51,862 shares,
shared voting power as to 4,653,357 shares and shared investment power as to
4,705,219 shares of Synovus Common Stock, consisting of: (a) 51,862 shares owned
by Synovus Trust Company ("STC"), a wholly owned subsidiary of Synovus, as sole
trustee of a revocable trust for the benefit of Mr. Turner ("Mr. Turner's Living
Trust") and subject to Mr. Turner's directions as to distributions and his right
to vote the Synovus shares, as to which Mr. Turner has sole voting power, but
shares investment power (based on Mr. Turner's power to direct distributions
from and to revoke the trust) with STC, as trustee of such trust; (b) 19,817
shares
Page 6 of 12
7
owned by STC, as sole trustee of a revocable trust for the benefit of Mrs.
Turner ("Mrs. Turner's Living Trust") and subject to Mrs. Turner's directions as
to distributions and her right to vote the Synovus shares, as to which Mr.
Turner shares voting power and investment power with Mrs. Turner (based on Mrs.
Turner's power to vote such shares and to direct distributions from and to
revoke the trust) and as to which investment power is shared also with STC, as
trustee of such trust; (b) 2,065,335 shares owned by Mrs. Turner as sole trustee
of her GRAT, as to which voting power and investment power may be deemed to be
shared by Mrs. Turner as trustee with her husband; and (c) 2,568,205 shares
owned by Bradley-Turner Foundation, Inc. (the "B-T Foundation"), a charitable
foundation of which both Mr. and Mrs. Turner are trustees and as to which voting
power and investment power are shared with the other trustees of such
foundation.
Mrs. Turner. Mrs. Turner could be construed to be the beneficial owner
of 4,653,357 shares (1.6%) of Synovus Common Stock. Mrs. Turner has shared
voting and investment power as to all of these shares, consisting of: (a) 19,817
shares owned by STC, as sole trustee of Mrs. Turner's Living Trust and subject
to Mrs. Turner's directions as to distributions and her right to vote the
Synovus shares, as to which Mrs. Turner shares voting power and investment power
with Mr. Turner (based on Mrs. Turner's power to vote such shares and to direct
distributions from and to revoke the trust) and as to which investment power is
shared also with STC, as trustee of such trust; (b) 2,065,335 shares owned by
Mrs. Turner as sole trustee of her GRAT, as to which voting power and investment
power may be deemed to be shared with Mr. Turner; and (c) 2,568,205 shares owned
by the B-T Foundation, as to which voting power and investment power are shared
with the other trustees of the B-T Foundation. Based on the active and
long-standing relationship of Mr. Turner and his ancestors with Synovus and its
predecessor and on other considerations, Mr. Turner and Mrs. Turner do not
believe that Mrs. Turner shares any voting or investment power over: (a) the
21,660.871 shares of Synovus Common Stock owned directly by Mr. Turner; (b) the
51,862 shares owned by STC as sole trustee of Mr. Turner's Living Trust; or (c)
the 2,065,336 shares owned by Mr. Turner as sole trustee of his GRAT.
Accordingly, such shares have been excluded from the total shares shown as
beneficially owned by Mrs. Turner and she disclaims beneficial ownership of such
shares.
Additional information regarding the persons and entity with whom Mr.
and Mrs. Turner share voting power and/or investment power is included in the
following chart.
Page 7 of 12
8
INFORMATION REGARDING SYNOVUS TRUST COMPANY
AND THE TRUSTEES OF THE B-T FOUNDATION
Capacity in Which Such Person Shares Present Principal Occupation and Address of
Name and Address(1) Voting or Investment Power Employment
------------------------------------ ------------------------------------- -------------------------------------------------
William B. Turner Trustee of B-T Foundation Advisory Director of
W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Chairman of the Executive Committee of
Synovus Financial Corp.
901 Front Avenue, Suite 301, Columbus, GA 31901
Sue Marie T. Turner Trustee of B-T Foundation Homemaker
(wife of William B. Turner)
Sarah T. Butler Trustee of B-T Foundation Homemaker
Clarence C. Butler Trustee of B-T Foundation Retired Physician
(husband of Sarah T. Butler) St. Francis Hospital
P.O. Box 7000, Columbus, GA 31908
Elizabeth T. Corn Trustee of B-T Foundation Homemaker
Lovick P. Corn Trustee of B-T Foundation Advisory Director
(husband of Elizabeth T. Corn) W.C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
William B. Turner, Jr. Trustee of B-T Foundation President
(adult son of William B. Turner) W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Stephen T. Butler Trustee of B-T Foundation Chairman of the Board
(adult son of Sarah T. Butler) W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Elizabeth C. Ogie Trustee of B-T Foundation Director
(adult daughter of Elizabeth T. Corn) Synovus Financial Corp.
901 Front Avenue, Suite 301, Columbus, GA 31901
Sarah T. Martin Trustee of B-T Foundation Employee
(adult daughter of William B. Columbus Travel
Turner) 123 12th Street, Columbus, GA 31901
Polly C. Miller Trustee of B-T Foundation Homemaker
(adult daughter of Elizabeth T. Corn)
Elizabeth B. Ramsay Trustee of B-T Foundation Shop Owner
(adult daughter of Sarah T. Butler) Galleria Riverside
15 10th Street, Columbus, GA 31902
Sam Wellborn Trustee of B-T Foundation Retired Chairman of Synovus Foundation
P.O. Box 120, Columbus, GA 31902
Synovus Trust Company, as Trustee Trustee of Mr. Turner's Living Trust Financial institution with trust powers
1148 Broadway, 2nd Floor and Mrs. Turner's Living Trust
Columbus, GA 31901
------------------------
(1) Each individual named above is a citizen of the United States of America,
and STC is a state-chartered trust company formed under the laws of Georgia.
None of the above individuals or STC has, during the last five years: (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
become subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. The address
of each individual named above is c/o Synovus Trust Company, P.O. Box 120,
Columbus, GA 31902.
Page 8 of 12
9
(c) There have not been any transactions within the last 60 days
by Mr. or Mrs. Turner in shares of Synovus Common Stock, except for: (a) the
receipt by Mr. and Mrs. Turner, each as sole trustee of his or her GRAT, of
2,065,336 and 2,065,335 shares, respectively, of Synovus Common Stock
distributed on August 13, 2001 by TB&C in the Reorganization; (b) Mr. Turner's
purchase of 85.949 shares of Synovus Common Stock at $32.0046 per share on July
2, 2001 through the automatic reinvestment of cash dividends with respect to
shares of Synovus Common Stock he owns through the Synovus Director Stock
Purchase Plan and the Synovus Dividend Reinvestment and Direct Stock Purchase
Plan; (c) the transfer by Mr. Turner on August 22, 2001 of 51,862 shares of
Synovus Common Stock to STC as sole trustee of Mr. Turner's Living Trust; and
(d) the transfer by Mrs. Turner on August 22, 2001 of 19,817 shares of Synovus
Common Stock to STC as sole trustee of Mrs. Turner's Living Trust.
(d) Each of Mr. Turner's Living Trust and Mrs. Turner's Living
Trust authorizes STC as trustee to make distributions of income and corpus as
directed by each of Mr. Turner and Mrs. Turner, respectively.
(e) Each of Mr. and Mrs. Turner ceased to be a beneficial owner of
more than 5% of the outstanding Synovus Common Stock on August 13, 2001.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no longer in effect any contracts, arrangements,
understandings or relationships with respect to Synovus Common Stock that are
required to be disclosed under this item.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as Trustee of
each of the Series 600 Trusts. (Filed in March 1995 in paper
form as EXHIBIT A to Amendment No. 1 to the Schedule 13D of
William B. Turner and omitted pursuant to Rule 13d-2(e).)
EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights
described under EXHIBIT A.(1)
EXHIBIT C Agreement to Terminate Lease of Rights, dated January 22,
2001, between STC and TB&C.(2)
EXHIBIT D Power of Attorney from William B. Turner, individually and as
trustee.(1)
EXHIBIT E Power of Attorney from Sue Marie T. Turner, individually and
as trustee.(1)
Page 9 of 12
10
EXHIBIT F Agreement with respect to joint filing of Amendment No. 4 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December
15, 2000, between William B. Turner and Sue Marie T.
Turner.(1)
---------------------
(1) Incorporated by reference from exhibits to Amendment No. 2 to Schedule
13D, dated as of December 6, 2000, as filed on behalf of William B. Turner
(joined by Sue Marie T. Turner) on December 21, 2000.
(2) Incorporated by reference from EXHIBIT C to Amendment No. 3 to Schedule
13D, dated as of January 22, 2001, as filed on behalf of William B. Turner
(joined by Sue Marie T. Turner) on February 8, 2001.
Page 10 of 12
11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 7, 2001 William B. Turner, individually and as trustee
By: /s/ Garilou Page
----------------------------------------------
Garilou Page, as Attorney in Fact
September 7, 2001 Sue Marie T. Turner, individually and as trustee
By: /s/ Garilou Page
----------------------------------------------
Garilou Page, as Attorney in Fact
Page 11 of 12
12
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as Trustee of
each of the Series 600 Trusts. (Filed in March 1995 in paper
form as EXHIBIT A to Amendment No. 1 to the Schedule 13D of
William B. Turner and omitted pursuant to Rule 13d-2(e).)
EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights
described under EXHIBIT A.(1)
EXHIBIT C Agreement to Terminate Lease of Rights, dated January 22,
2001, between STC and TB&C.(2)
EXHIBIT D Power of Attorney from William B. Turner, individually and as
trustee.(1)
EXHIBIT E Power of Attorney from Sue Marie T. Turner, individually and
as trustee.(1)
EXHIBIT F Agreement with respect to joint filing of Amendment No. 4 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December
15, 2000, between William B. Turner and Sue Marie T.
Turner.(1)
--------------------
(1) Incorporated by reference from exhibits to Amendment No. 2 to Schedule
13D, dated as of December 6, 2000, as filed on behalf of William B. Turner
(joined by Sue Marie T. Turner) on December 21, 2000.
(2) Incorporated by reference from EXHIBIT C to Amendment No. 3 to Schedule
13D, dated as of January 22, 2001, as filed on behalf of William B. Turner
(joined by Sue Marie T. Turner) on February 8, 2001.
Page 12 of 12