1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)*
Under the Securities Exchange Act of 1934
of
Stephen Turner Butler
Synovus Financial Corp.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
Common Stock: 87161C 10 5
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(CUSIP Number)
Garilou Page, Esq.
Synovus Financial Corp.
901 Front Avenue, Suite 202
Columbus, Georgia 31901
(706) 649-4793
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index is located on page 10 of this filing.
Page 1 of 10
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SCHEDULE 13D
CUSIP No. 87161C 10 5 Page 2 of 10 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
STEPHEN TURNER BUTLER
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
N/A
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 219,586.708
OWNED BY -----------------------------------------------------
EACH
REPORTING (8) SHARED VOTING POWER
PERSON WITH
2,568,205
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(9) SOLE DISPOSITIVE POWER
140,076.708
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(10) SHARED DISPOSITIVE POWER
2,647,715
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,787,791.708
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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(14) TYPE OF REPORTING PERSON*
IN
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Page 2 of 10
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EXPLANATORY NOTE
This Amendment No. 2 ("Amendment No. 2") is being made to the Schedule
13D as amended and restated by Amendment No. 1 filed on February 8, 2001 (the
"Schedule 13D") by Stephen Turner Butler, both in his individual capacity and as
trustee of his grantor retained annuity trust ("GRAT"). This Amendment No. 2 is
being filed pursuant to Rule 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. Butler; (2) the acquisition of
111,156 of such shares by Mr. Butler, as sole trustee of his GRAT; and (3) the
fact that Mr. Butler now beneficially owns 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. 2.
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. 2.
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. Butler's beneficial ownership of
Synovus Common Stock to below 5% of the outstanding shares of such Common Stock.
As a result of Mr. Butler's position as a director of TB&C, Mr. Butler was
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
(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.
Page 3 of 10
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The only shares of Synovus Common Stock previously owned by TB&C that
Mr. Butler is deemed to beneficially own after the Reorganization are the shares
distributed by TB&C to Mr. Butler, as sole trustee of his GRAT, of which he also
is the sole annuity beneficiary. As trustee of his GRAT, Mr. Butler received
111,156 shares of Synovus Common Stock based on his ownership, as trustee of his
GRAT, of 113,388 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 consist 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. Butler, as sole trustee of his 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 Sarah T. Butler (Mr. Butler's mother) and
Mr. Butler's uncle and aunt, William B. Turner and Elizabeth T. Corn, to effect
various family, financial and estate planning goals. 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 accounted for the vast majority of
increases from 1995 until August 13, 2001 in the number of shares shown as
beneficially owned by Mr. Butler 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, Mrs.
Butler and Mrs. Corn to effect various family, financial and estate planning
goals for themselves and their lineal descendants. As previously disclosed in
Amendment No. 1, Mr. Butler and the other family members who are directors of
TB&C concluded, based on their continuing evaluation of the 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.
Mr. Butler does not have 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. Butler as trustee of his GRAT (or possibly sales by him as trustee of such
GRAT) of shares of Synovus Common Stock to satisfy annuity payments due to Mr.
Butler as the annuity beneficiary of such GRAT, and through Mr. Butler's
participation in Synovus' Director Stock Purchase Plan); (b) an extraordinary
corporate transaction involving
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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 page 2 hereof
are based on 291,093,083 shares of Synovus Common Stock outstanding on August
23, 2001, as provided by Synovus.
Mr. Butler could be construed to be the beneficial owner of
2,787,791.708 shares (1.0%) of Synovus Common Stock. Mr. Butler has sole voting
and investment power as to 140,076.708 shares of Synovus Common Stock as
follows: (a) 23,976.708 shares that he owns directly; (b) 4,944 shares held by
Mr. Butler in custodial accounts for his children; and (c) 111,156 shares owned
by Mr. Butler as sole trustee of his GRAT. Mr. Butler has sole voting power as
to an additional 79,510 shares, shared voting power as to 2,568,205 shares and
shared investment power as to 2,647,715 shares of Synovus Common Stock,
consisting of: (a) 79,510 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. Butler and subject to his directions as to distributions and his
right to vote the Synovus shares, as to which Mr. Butler has sole voting power,
but shares investment power (based on Mr. Butler's power to direct distributions
from and to revoke the trust) with STC as trustee of such trust; and (b)
2,568,205 shares owned by Bradley-Turner Foundation, Inc. (the "B-T
Foundation"), a charitable foundation of which Mr. Butler is a trustee and as to
which voting power and investment power are shared with the other trustees of
such foundation.
Additional information regarding the persons and entity with whom Mr.
Butler shares voting power and/or investment power is included in the following
chart.
Page 5 of 10
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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(2) 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. Synovus Financial Corp., Suite 301
Corn) 901 Front Avenue, 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. Galleria Riverside
Butler) 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
Page 6 of 10
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Capacity in Which Such Person Shares Present Principal Occupation and Address of
Name and Address(1) Voting or Investment Power(2) Employment
-------------------------------- ----------------------------------- ----------------------------------------------------
Synovus Trust Company, as Trustee of Revocable Trust for Financial institution with trust powers
Trustee Stephen T. Butler
1148 Broadway, 2nd Floor
Columbus, GA 31901
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(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.
(2) Any spousal relationship giving rise to shared power described above under
Item 5 is not repeated here.
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(c) There have not been any transactions within the last 60 days
by Mr. Butler in shares of Synovus Common Stock, except for: (1) the receipt by
Mr. Butler, as sole trustee of his GRAT, of 111,156 shares of Synovus Common
Stock distributed on August 13, 2001 by TB&C in the Reorganization; (2)
charitable gifts of 1,483 and 924 shares of Synovus Common Stock on August 20,
2001 and July 23, 2001, respectively, made by STC, as sole trustee of a
revocable trust for the benefit of Mr. Butler, pursuant to Mr. Butler's power to
direct distributions from such trust; and (3) Mr. Butler's purchase of 95.139
shares of 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.
(d) Mr. Butler's revocable trust authorizes STC as trustee to make
distributions of income and corpus as directed by Mr. Butler.
(e) Mr. Butler 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 required to
be disclosed under this item.
Page 7 of 10
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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 the Schedule
13D of Stephen Turner Butler 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.(1)
EXHIBIT D Power of Attorney from Stephen T. Butler,
individually and as trustee.(1)
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(1) Incorporated by reference from Exhibits to Amendment No. 1 to Schedule
13D, dated as of January 22, 2001, as filed on behalf of Stephen Turner Butler
on February 8, 2001.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 7, 2001 Stephen Turner Butler, individually and as trustee
By: /s/ Garilou Page
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Garilou Page, as Attorney in Fact
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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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 the Schedule 13D of Stephen Turner Butler
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.(1)
EXHIBIT D Power of Attorney from Stephen T. Butler, individually and as
trustee.(1)
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(1) Incorporated by reference from Exhibits to Amendment No. 1 to Schedule
13D, dated as of January 22, 2001, as filed on behalf of Stephen Turner Butler
on February 8, 2001.
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