1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)*
Under the Securities Exchange Act of 1934
of
TB&C Bancshares, Inc.
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 13 of this filing.
Page 1 of 15
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SCHEDULE 13D
CUSIP No. 87161C 10 5 Page 2 of 15 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
TB&C BANCSHARES, INC.
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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
GEORGIA
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NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH
REPORTING (8) SHARED VOTING POWER
PERSON WITH
0
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(9) SOLE DISPOSITIVE POWER
0
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.0%
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(14) TYPE OF REPORTING PERSON*
CO
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EXPLANATORY NOTE
This Amendment No. 3 ("Amendment No. 3") is being made to the Schedule
13D, as amended and restated by Amendment No. 2 filed on February 8, 2001 (the
"Schedule 13D") by TB&C Bancshares, Inc. ("TB&C"). This Amendment No. 3 is being
filed pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of
1934, as amended, to report the reorganization of TB&C and the related
distribution in liquidation by TB&C to its shareholders of all shares of common
stock, $1.00 par value (the "Common Stock"), of Synovus Financial Corp.
("Synovus"), as a result of which TB&C no longer owns any 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 previously reported under this Item has not changed as
of the date of this Amendment No. 3.
ITEM 2. IDENTITY AND BACKGROUND.
The information previously reported under this Item has not changed as
of the date of this Amendment No. 3.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended to report a recent
transaction that reduced to zero the shares of Synovus Common Stock that TB&C
beneficially owns. This reduction resulted from the reorganization of TB&C (the
"Reorganization"), which was completed after the close of business and after the
New York Stock Exchange closed on August 13, 2001. Pursuant to the
Reorganization, which was effected under Section 368(a)(1)(C) of the Internal
Revenue Code of 1986, as amended:
(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.
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 the TB&C shareholders that are being
cancelled in the dissolution of TB&C.
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TB&C was formed in 1986 by William B. Turner and his sisters, Elizabeth
T. Corn and Sarah T. Butler, to effect various family, financial and estate
planning goals. In 1986, Mr. Turner, Mrs. Corn and Mrs. Butler 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.
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. 2 to this Schedule 13D, Mr. Turner, Mrs. Butler, Mrs. Corn 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 related 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. TB&C has filed a Notice of Intent To Dissolve with the Georgia
Secretary of State and is proceeding to identify and pay its remaining expenses
so it can complete its dissolution.
Neither TB&C, nor any executive officer, director or controlling person
of TB&C, 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, other than: (i) through distributions in kind by certain of such
individuals, in their capacities 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 the annuity beneficiaries of such
GRATs, and (ii) through the participation of certain of such persons in Synovus'
Director Stock Purchase Plan and in 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.
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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.
TB&C
TB&C no longer beneficially owns any shares of Synovus Common Stock.
EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF TB&C
Information regarding Synovus Common Stock deemed to be beneficially
owned by each of the nine individuals who together constituted TB&C's directors,
executive officers and controlling persons and continue as such pending the
completion of TB&C's dissolution, is set forth below.
WILLIAM B. TURNER. Mr. Turner could be construed to be the beneficial
owner of 6,792,215.871 shares (2.3%) of Synovus Common Stock. 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 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.
SUE MARIE T. 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
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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.
SARAH T. BUTLER. Mrs. Butler could be construed to be the beneficial
owner of 7,141,780.43 shares (2.5%) of Synovus Common Stock. Mrs. Butler has
shared voting and investment power as to all such shares of Synovus Common
Stock, consisting of: (a) 65,430 shares owned by STC, as sole trustee of a
revocable trust for the benefit of Mrs. Butler ("Mrs. Butler's Living Trust")
and subject to Mrs. Butler's directions as to distributions and her right to
vote the Synovus shares, as to which voting power and investment power are
shared with Dr. Butler (based on Mrs. Butler's power to vote such shares and to
direct distributions from and to revoke such trust), and as to which investment
power is shared also with STC, as trustee of such trust; (b) 68,786.43 shares
owned directly by Dr. Butler, as to which Mrs. Butler shares voting and
investment power with Dr. Butler; (c) 25,078 shares owned by STC, as sole
trustee of a revocable trust for the benefit of Dr. Butler ("Dr. Butler's Living
Trust") and subject to Dr. Butler's directions as to distributions and his right
to vote the Synovus shares, as to which Mrs. Butler shares voting power and
investment power with Dr. Butler (based on Dr. Butler's power to vote such
shares and to direct distributions from and to revoke such trust) and as to
which investment power is shared also with STC, as trustee of such trust; (d)
2,568,205 shares owned by the B-T Foundation, of which both Mrs. and Dr. Butler
are trustees and as to which voting power and investment power are shared with
the other trustees of such foundation; (e) 2,205,314 shares owned by Mrs. Butler
as sole trustee of her GRAT, as to which voting power and investment power may
be deemed to be shared by Mrs. Butler as trustee with her husband; and (f)
2,208,967 shares owned by Dr. Butler as sole trustee of his GRAT, as to which
voting power and investment power may be deemed to be shared by Dr. Butler as
trustee with his wife.
DR. CLARENCE C. BUTLER. Dr. Butler could be construed to be the
beneficial owner of 7,141,780.43 shares (2.5%) of Synovus Common Stock. Dr.
Butler has shared voting and investment power as to all of these shares, as
follows: (a) 68,786.43 shares owned directly by Dr. Butler, as to which voting
and investment power are shared with Mrs. Butler; (b) 65,430 shares owned by
STC, as sole trustee of Mrs. Butler's Living Trust and subject to Mrs. Butler's
directions as to distributions and her right to vote the Synovus shares, as to
which voting power and investment power are shared with Dr. Butler (based upon
Mrs. Butler'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; (c) 25,078 shares owned by STC, as trustee of Dr.
Butler's Living Trust and subject to Dr. Butler's directions as to distributions
and his right to vote the Synovus shares, as to which voting power and
investment power are shared with Mrs. Butler
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(based on Dr. Butler'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; (d) 2,568,205 shares owned by the B-T
Foundation, as to which both voting power and investment power are shared by Dr.
Butler as trustee with the other trustees of the B-T Foundation; (e) 2,208,967
shares owned by Dr. Butler as sole trustee of his GRAT, as to which voting power
and investment power may be deemed to be shared by Dr. Butler as trustee with
his wife; and (f) 2,205,314 shares owned by Mrs. Butler as sole trustee of her
GRAT, as to which voting power and investment power may be deemed to be shared
by Mrs. Butler as trustee with her husband.
ELIZABETH T. CORN. Mrs. Corn could be construed to be the beneficial
owner of 7,324,323.2467 shares (2.5%) of Synovus Common Stock. Mrs. Corn has
shared voting and investment power as to all such shares of Synovus Common
Stock, consisting of: (a) 3,281 shares owned by STC, as sole trustee of a
revocable trust for the benefit of Mrs. Corn ("Mrs. Corn's Living Trust") and
subject to Mrs. Corn's directions as to distributions and her right to vote the
Synovus shares, as to which Mrs. Corn shares voting power and investment power
with Mr. Corn (based on Mrs. Corn'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) 118,699.2467 shares owned
directly by Mr. Corn, as to which Mrs. Corn shares voting and investment power
with her husband; (c) 306,330 shares owned by STC as sole trustee of a revocable
trust for the benefit of Mr. Corn ("Mr. Corn's Living Trust") and subject to Mr.
Corn's directions as to distributions and his right to vote the Synovus shares,
as to which Mrs. Corn shares voting power and investment power with Mr. Corn
(based on Mr. Corn'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; (d) 2,568,205 shares owned by the B-T Foundation,
of which both Mrs. and Mr. Corn are trustees and as to which voting power and
investment power are shared with the other trustees of such foundation; (e)
2,096,947 shares owned by Mrs. Corn as sole trustee of her GRAT, as to which
voting power and investment power may be deemed to be shared by Mrs. Corn as
trustee with her husband; (f) 2,103,766 shares owned by Mr. Corn as sole trustee
of his GRAT, as to which voting power and investment power may be deemed to be
shared by Mr. Corn as trustee with his wife; and (g) 127,095 shares owned by
Beloco Foundation, Inc., a not-for-profit charitable corporation ("Beloco"), as
to which voting power and investment power are shared by Mrs. Corn (as a trustee
of Beloco) with the other trustees of Beloco.
LOVICK P. CORN. Mr. Corn could be construed to be the beneficial owner
of 7,324,323.2467 shares (2.5%) of Synovus Common Stock. Mr. Corn has shared
voting and investment power as to all of these shares, as follows: (a)
118,699.2467 shares owned directly by Mr. Corn, as to which Mr. Corn shares
voting power and investment power with his wife; (b) 3,281 shares owned by STC
as sole trustee of Mrs. Corn's Living Trust and subject to Mrs. Corn's
directions as to distributions and her right to vote the Synovus shares, as to
which Mr. Corn shares voting power and investment power with Mrs. Corn (based on
Mrs. Corn'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; (c) 306,330 shares owned by STC as sole trustee of Mr.
Corn's Living Trust and subject to Mr. Corn's directions as to distributions and
his right to vote the Synovus shares, as to which Mr. Corn shares voting power
and investment power with Mrs. Corn (based on Mr. Corn'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 sole trustee of such trust; (d)
2,568,205 shares owned
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by the B-T Foundation, as to which to vote such shares and investment power is
shared with the other trustees of the B-T Foundation; (e) 127,095 shares owned
by Beloco, as to which voting power and investment power are shared by Mr. Corn
(as a trustee of Beloco) with the other trustees of Beloco; (f) 2,103,766 shares
owned by Mr. Corn as sole trustee of his GRAT, as to which voting power and
investment power may be deemed to be shared by Mr. Corn as trustee with his
wife; and (g) 2,096,947 shares owned by Mrs. Corn as sole trustee of her GRAT,
as to which voting power and investment power may be deemed to be shared by Mrs.
Corn as trustee with her husband.
WILLIAM B. TURNER, JR. Mr. Turner could be construed to be the
beneficial owner of 2,750,072 shares (0.9%) of Synovus Common Stock. Mr. Turner
has sole voting and investment power as to 107,241 of these shares, consisting
of (a) 15,641 shares owned by Mr. Turner in custodial accounts for his children,
and (b) 91,600 shares owned by Mr. Turner as sole trustee of his GRAT. Mr.
Turner has sole voting power as to an additional 74,626 shares, shared voting
power as to 2,568,205 shares and shared investment power as to 2,642,831 shares
of Synovus Common Stock, consisting of: (a) 74,626 shares owned by STC, as sole
trustee of a revocable trust for the benefit of Mr. Turner and subject to his
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 vote the Synovus shares and to direct distributions from
and to revoke the trust) with STC, as trustee of such trust; and (b) 2,568,205
shares owned by the B-T Foundation, of which Mr. Turner is a trustee and as to
which voting power and investment power are shared with the other trustees of
such foundation.
STEPHEN T. BUTLER. 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 STC, 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 the B-T 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.
ELIZABETH C. OGIE. Mrs. Ogie could be construed to be the beneficial
owner of 2,903,211.779 shares (1.0%) of Synovus Common Stock. Mrs. Ogie has
shared voting and investment power as to all such shares of Synovus Common
Stock, consisting of: (a) 9,062.779 shares that she owns directly, as to which
she shares voting and investment power with her husband, W. Michael Ogie; (b)
11,670 shares owned directly by her husband, as to which voting power and
investment power are shared by her husband with Mrs. Ogie; (c) 52,367 shares
owned by STC, as sole trustee of a revocable trust for the benefit of Mrs. Ogie
and subject to her directions as to distributions and her right to vote the
Synovus shares, as to which voting power and investment power are shared with
her husband (based on Mrs. Ogie's power to direct
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distributions from and to revoke the trust and her right to vote the Synovus
shares) and as to which investment power is shared also with STC as sole trustee
of such trust; (d) 20,797 shares held by Mrs. Ogie in custodial accounts for her
children, as to which voting power and investment power are shared with her
husband; (e) 2,568,205 shares owned by the B-T Foundation, of which Mrs. Ogie is
a trustee and as to which voting power and investment power are shared with the
other trustees of such foundation; (f) 127,095 shares owned by Beloco, of which
Mrs. Ogie is a trustee and as to which voting power and investment power are
shared with the other trustees of Beloco; and (g) 114,015 shares owned by Mrs.
Ogie as sole trustee of her GRAT, as to which she shares voting power and
investment power as trustee with her husband.
Additional information regarding the persons with whom the executive
officers, directors and controlling persons of TB&C share voting and/or
investment power is included in Exhibit E attached hereto.
(c) Information with respect to transactions in Synovus Common
Stock within the last 60 days from the date of this report is set forth below.
TB&C
There have not been any transactions within the last 60 days by TB&C in
shares of Synovus Common Stock except for: (a) TB&C's surrender of its
14,309,182 shares of Synovus Common Stock to Synovus in exchange for the
issuance to TB&C of the same number of new shares of Synovus Common Stock having
the same rights as the shares surrendered; and (b) TB&C's distribution of 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 being cancelled in the liquidation,
in each case, all as part of the Reorganization and related liquidation and
dissolution of TB&C.
EXECUTIVE OFFICERS, DIRECTORS AND CONTROLLING PERSONS OF TB&C
There have not been any transactions within the last 60 days by the
executive officers, directors or controlling persons of TB&C, except as follows:
WILLIAM B. TURNER. On July 2, 2001, Mr. Turner purchased 85.949 shares
of Synovus Common Stock at $32.0046 per share through the automatic reinvestment
of cash dividends with respect to shares of Synovus Common Stock he owns through
the Synovus Direct Stock Purchase Plan and the Synovus Dividend Reinvestment and
Direct Stock Purchase Plan. On August 13, 2001, Mr. Turner, as sole trustee of
his GRAT, received 2,065,336 shares of Synovus Common Stock distributed to him
as trustee by TB&C in the Reorganization. On August 22, 2001, Mr. Turner
transferred 51,862 shares of Synovus Common Stock to STC as sole trustee of a
revocable trust for the benefit of Mr. Turner.
SUE MARIE T. TURNER. On August 13, 2001, Mrs. Turner, as sole trustee
of her GRAT, received 2,065,335 shares of Synovus Common Stock distributed to
her as trustee by TB&C in the Reorganization. On August 22, 2001, Mrs. Turner
transferred 19,817 shares of Synovus Common Stock to STC as sole trustee of a
revocable trust for the benefit of Mrs. Turner.
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SARAH T. BUTLER. On August 13, 2001, Mrs. Butler, as sole trustee of
her GRAT, received 2,205,314 shares of Synovus Common Stock distributed to her
as trustee by TB&C in the Reorganization. On August 22, 2001, Mrs. Butler
transferred 65,430 shares of Synovus Common Stock to STC as sole trustee of a
revocable trust for the benefit of Mrs. Butler.
DR. CLARENCE C. BUTLER. On July 2, 2001, Dr. Butler purchased 272.944
shares of Common Stock at $32.0046 per share through the automatic reinvestment
of cash dividends with respect to shares of Synovus Common Stock he owns in the
Synovus Director Stock Purchase Plan. On August 13, 2001, Dr. Butler, as sole
trustee of his GRAT, received 2,208,967 shares of Synovus Common Stock
distributed to him as trustee by TB&C in the Reorganization.
ELIZABETH T. CORN. On August 13, 2001, Mrs. Corn, as sole trustee of
her GRAT, received 2,096,947 shares of Synovus Common Stock distributed to her
as trustee by TB&C in the Reorganization. On August 22, 2001, Mrs. Corn
transferred 3,281 shares of Synovus Common Stock to STC as sole trustee of a
revocable trust for the benefit of Mrs. Corn.
LOVICK P. CORN. On July 2, 2001, Mr. Corn purchased 470.998 shares of
Common Stock at $32.0046 per share through the automatic reinvestment of cash
dividends with respect to shares of Synovus Common Stock he owns directly in the
Synovus Director Stock Purchase Plan and the Synovus Dividend Reinvestment and
Direct Stock Purchase Plan. On August 13, 2001, Mr. Corn, as sole trustee of his
GRAT, received 2,103,766 shares of Synovus Common Stock distributed to him as
trustee by TB&C in the Reorganization. On August 22, 2001, Mr. Corn transferred
306,330 shares of Synovus Common Stock to STC as sole trustee of a revocable
trust for the benefit of Mr. Corn.
WILLIAM B. TURNER, JR. On August 8, 2001, Mr. Turner, Jr., through a
revocable trust for the benefit of Mr. Turner, Jr. and pursuant to his power to
direct distributions from such trust, made a charitable gift of 75 shares of
Synovus Common Stock. On August 13, 2001, Mr. Turner, Jr., as sole trustee of
his GRAT, received 91,600 shares of Synovus Common Stock distributed to him as
trustee by TB&C in the Reorganization.
STEPHEN T. BUTLER. On July 2, 2001, Mr. Stephen Butler purchased 95.139
shares of Common Stock at a price of $32.0046 per share through the automatic
reinvestment of cash dividends with respect to Common Stock he owns in the
Synovus Director Stock Purchase Plan. On August 13, 2001, Mr. Butler, as sole
trustee of his GRAT, received 111,156 shares of Synovus Common Stock distributed
to him as trustee by TB&C in the Reorganization. On July 23, 2001 and August 20,
2001, Mr. Butler, through a revocable trust for the benefit of Mr. Butler and
pursuant to his power to direct distributions from such trust, made charitable
gifts of 924 shares and 1,483 shares, respectively, of Synovus Common Stock.
ELIZABETH C. OGIE. On July 2, 2001, Mrs. Ogie purchased 35.961 shares
of Common Stock at $32.0046 per share through the automatic reinvestment of cash
dividends with respect to shares of Synovus Common Stock she owns in the Synovus
Director Stock Purchase Plan. On July 13, 2001, Mrs. Ogie, through a revocable
trust for the benefit of Mrs. Ogie and pursuant to her power to direct
distributions from such trust, made a charitable gift of 312 shares of Synovus
Page 10 of 15
11
Common Stock. On August 13, 2001, Mrs. Ogie, as sole trustee of her GRAT,
received 114,015 shares of Synovus Common Stock distributed to her as trustee by
TB&C in the Reorganization.
(d) Each revocable trust for the benefit of each of the
individuals included in response to Item 5(c) above authorizes STC as trustee to
make distributions of income and corpus as directed by each of such individuals,
respectively.
(e) TB&C ceased to be the beneficial owner of any shares of
Synovus Common Stock on August 13, 2001. Each executive officer, director and
controlling person of TB&C 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 any contracts, arrangements, understandings or
relationships with respect to Synovus Common Stock that are required to be
disclosed as to 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 TB&C 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 TB&C and STC.(1)
EXHIBIT D Information regarding the directors, executive
officers and controlling persons of TB&C.(1)
EXHIBIT E Information regarding persons sharing beneficial
ownership of Synovus Common Stock with the directors,
executive officers and controlling persons of TB&C
(pending dissolution of TB&C).
EXHIBIT F Power of Attorney from William B. Turner, as
President of TB&C.(1)
---------------
(1) Incorporated by reference from exhibits to Amendment No. 2 to the
Schedule 13D, dated as of January 22, 2001, as filed on behalf of TB&C on
February 8, 2001.
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12
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 TB&C BANCSHARES, INC.
By: /s/ Garilou Page
----------------------------------------
Garilou Page, as Attorney in Fact for
William B. Turner
Chairman of the Board
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13
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 TB&C 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 TB&C and STC.(1)
EXHIBIT D Information regarding the directors, executive
officers and controlling persons of TB&C.(1)
EXHIBIT E Information regarding persons sharing beneficial
ownership of Synovus Common Stock with the directors,
executive officers and controlling persons of TB&C.
(pending dissolution of TB&C)
EXHIBIT F Power of Attorney from William B. Turner, as
President of TB&C.(1)
---------------
(1) Incorporated by reference from exhibits to Amendment No. 2 to the
Schedule 13D, dated as of January 22, 2001, as filed on behalf of TB&C on
February 8, 2001.
Page 13 of 15