[LOGO](R)
SYNOVUS(R)
FINANCIAL CORP.
JAMES H. BLANCHARD
CHAIRMAN OF THE BOARD
March 16, 2000
Dear Shareholder:
You are cordially invited to attend our Annual Meeting of Shareholders at
10:00 a.m. on Thursday, April 20, 2000, in the South Hall of the Columbus,
Georgia Convention & Trade Center. Enclosed with this Proxy Statement are
your proxy card and the 1999 Annual Report.
We hope that you will be able to be with us and let us give you a review of
1999. Whether you own a few or many shares of stock and whether or not you plan
to attend in person, it is important that your shares be voted on matters that
come before the meeting. To make sure your shares are represented, we urge you
to vote promptly.
Thank you for helping us make 1999 a good year. We look forward to your
continued support in 2000 and another good year.
Sincerely yours,
/s/James H. Blanchard
JAMES H. BLANCHARD
Synovus Financial Corp. Post Office Box 120 Columbus, Georgia 31902-0120
SYNOVUS(R)
FINANCIAL CORP.
NOTICE OF THE 2000 ANNUAL MEETING OF SHAREHOLDERS
TIME............... 10:00 a.m. E.T.
Thursday, April 20, 2000
PLACE.............. South Hall
Columbus, Georgia Convention & Trade Center
801 Front Avenue
Columbus, Georgia 31901
ITEMS OF BUSINESS.. (1) To elect three directors to serve until the Annual
Meeting of Shareholders in 2003.
(2) To approve the Synovus Financial Corp. 2000
Long-Term Incentive Plan.
(3) To transact such other business as may properly
come before the meeting and any adjournment thereof.
RECORD DATE........ Holders of record of Synovus common stock at the close of
business on February 11, 2000, are entitled to vote
at the meeting.
ANNUAL REPORT...... Synovus' 1999 Annual Report, which is not a part of
the proxy soliciting material, is enclosed.
PROXY VOTING....... It is important that your shares be represented and
voted at the meeting. You can vote your shares by
completing and returning the proxy card sent to you.
Most shareholders can also vote their shares over the
Internet or by telephone. If Internet or telephone
voting is available to you, voting instructions are
printed on the proxy card sent to you. You can
revoke a proxy at any time prior to its exercise at the
meeting by following the instructions in the
accompanying Proxy Statement.
/s/G. SANDERS GRIFFITH, III
G. SANDERS GRIFFITH, III
Secretary
Columbus, Georgia
March 16, 2000
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE VOTE YOUR SHARES PROMPTLY.
TABLE OF CONTENTS
Voting Information.............................................................1
Election of Directors..........................................................3
Meetings and Committees of the Board...........................................6
Directors' Compensation........................................................7
Executive Officers.............................................................7
Stock Ownership of Directors and Executive Officers............................8
Directors' Proposal to Approve the Synovus Financial Corp.
2000 Long-Term Incentive Plan.............................................9
Executive Compensation........................................................15
Stock Performance Graph.......................................................18
Compensation Committee Report on Executive Compensation.......................19
Compensation Committee Interlocks and
Insider Participation....................................................21
Transactions With Management..................................................21
Principal Shareholders........................................................22
Relationships Between Synovus, Columbus Bank and
Certain of Synovus' Subsidiaries and Affiliates..........................24
Section 16(a) Beneficial Ownership Reporting Compliance.......................27
Independent Auditors..........................................................28
General Information:
Financial Information....................................................28
Shareholder Proposals for the 2001 Proxy Statement.......................28
Director Nominees or Other Business for Presentation
at the Annual Meeting...............................................28
Solicitation of Proxies..................................................29
VOTING INFORMATION
PURPOSE
This Proxy Statement and the accompanying proxy card are being mailed to
Synovus shareholders beginning March 16, 2000. The Synovus Board of Directors is
soliciting proxies to be used at the 2000 Annual Meeting of Synovus Shareholders
which will be held on April 20, 2000, at 10:00 a.m., in the South Hall of the
Columbus, Georgia Convention & Trade Center. Proxies are solicited to give all
shareholders of record an opportunity to vote on matters to be presented at the
Annual Meeting. In the following pages of this Proxy Statement, you will find
information on matters to be voted upon at the Annual Meeting of Shareholders or
any adjournment of that meeting.
WHO CAN VOTE
All shareholders of record of Synovus common stock as of the close of
business on February 11, 2000 are entitled to vote. Shares can be voted at the
meeting only if the shareholder is present or represented by a valid proxy.
SHARES OUTSTANDING
A majority of the votes entitled to be cast by the holders of the
outstanding shares of Synovus common stock must be present, either in person or
represented by proxy, in order to conduct the Annual Meeting of Synovus
Shareholders. On February 11, 2000, 252,246,801 shares of Synovus common stock
were outstanding.
PROXIES AND VOTING PROCEDURES
Your vote is important. Because many shareholders cannot attend the meeting
in person, it is necessary that a large number be represented by proxy. Most
shareholders have a choice of voting over the Internet, by using a toll-free
telephone number or by completing a proxy card and mailing it in the
postage-paid envelope provided. Please refer to your proxy card or the
information forwarded by your bank, broker or other holder of record to see
which options are available to you. Please be aware that if you vote over the
Internet, you may incur costs such as telephone and Internet access charges for
which you will be responsible. The Internet and telephone voting facilities for
shareholders of record will close at 11:59 p.m. E.T. on April 19, 2000.
You can revoke your proxy at any time before it is exercised by timely
delivery of a properly executed, later-dated proxy (including an Internet or
telephone vote) or by voting by ballot at the Annual Meeting. By providing
your voting instructions promptly, you may save Synovus the expense of a second
mailing.
The Internet and telephone voting procedures are designed to authenticate
shareholders by use of a control number and to allow you to confirm that your
instructions have been properly recorded.
The method by which you vote will in no way limit your right to vote at the
Annual Meeting if you later decide to attend in person. If your shares are held
in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record, to be able to vote
at the Annual Meeting.
All shares entitled to vote and represented by properly completed
proxies received prior to the Annual Meeting and not revoked will be voted at
the Annual Meeting in accordance with your instructions. IF YOU DO NOT
INDICATE HOW YOUR SHARES SHOULD BE VOTED ON A MATTER, THE SHARES REPRESENTED
BY YOUR PROPERLY COMPLETED PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS
RECOMMENDS.
If any other matters are properly presented at the Annual Meeting for
consideration, including, among other things, consideration of a motion to
adjourn the meeting to another time or place, the persons named as proxies and
acting thereunder will have discretion to vote on those matters according to
their best judgment to the same extent as the person delivering the proxy would
be entitled to vote. At the date this Proxy Statement went to press, we did not
anticipate that any other matters would be raised at the Annual Meeting.
VOTES PER SHARE
Holders of Synovus common stock are entitled to ten votes on each matter
submitted to a vote of shareholders for each share of Synovus common stock owned
on February 11, 2000 which: (1) has had the same owner since February 11, 1996;
(2) was acquired by reason of participation in a dividend reinvestment plan
offered by Synovus and is held by the same owner who acquired it under such
plan; (3) is held by the same 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 the acquisition specifically grant ten
votes per share; (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 owner for
whom it was acquired under any such plan; (5) is held by the same 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 grant ten votes per share; (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 was acquired
prior to, and has been held by the same owner since, February 11, 1996; (7) has
been 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 which are owned under the provisions of (1)-(7) above, is the owner of
less than 1,139,063 shares of Synovus common stock (which amount has been
appropriately adjusted to reflect stock splits 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). Shareholders of shares of Synovus common stock not described above
are entitled to one vote per share for each share. The actual voting power of
each holder of shares of Synovus common stock will be based on information
possessed by Synovus at the time of the Annual Meeting.
As Synovus common stock is registered with the Securities and Exchange
Commission and is traded on the New York Stock Exchange, 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 trading 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, the rule contains a "grandfather" provision, under which Synovus' ten
vote provision falls, which, in general, permits grandfathered disparate voting
rights plans to continue to operate as adopted. The number of votes that each
shareholder will be entitled to exercise at the Annual Meeting will depend upon
whether each share held by the shareholder meets the requirements which entitle
one share of Synovus common stock to ten votes on each matter submitted to a
vote of shareholders. Shareholders of Synovus common stock must complete the
Certification on the proxy in order for any of the shares represented by the
proxy to be entitled to ten votes per share. All shares entitled to vote and
represented by properly completed proxies received before the polls are closed
at the Annual Meeting, and not revoked or superceded, will be voted in
accordance with instructions indicated on those proxies.
SHAREHOLDERS WHO DO NOT CERTIFY ON THEIR PROXY CARDS THAT THEY ARE ENTITLED TO
TEN VOTES PER SHARE WILL BE ENTITLED TO ONLY ONE VOTE PER SHARE.
SYNOVUS DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
If you participate in this Plan, your proxy card represents shares held in
the Plan, as well as shares you hold directly in certificate form registered in
the same name.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast generally for the election of directors is necessary
to constitute a quorum at the Annual Meeting. Abstentions and broker "nonvotes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "nonvote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received instructions from the beneficial owner.
A plurality of the votes duly cast is required for the election of a
director (i.e., the nominee receiving the greatest number of votes will be
elected). Abstentions and broker nonvotes are not counted for purposes of the
election of a director. A properly completed proxy marked "withhold authority"
with respect to the election of one or more directors will not be voted with
respect to the director or directors indicated, although it will be counted for
purposes of determining whether there is a quorum. Cumulative voting is not
permitted. The affirmative vote of the holders of a majority of the votes cast
thereon is required to approve the Directors' proposal to approve the Synovus
2000 Long-Term Incentive Plan. Any shares not voted (whether by abstention,
broker nonvote or otherwise) have no impact on the vote.
COLUMBUS BANK AND TRUST COMPANY AND TOTAL SYSTEM SERVICES, INC.
Synovus is the owner of all of the issued and outstanding shares of
common stock of Columbus Bank and Trust Company(R)("Columbus Bank"). Columbus
Bank owns individually 80.8% of the outstanding shares of Total System Services,
Inc.(R) ("TSYS(R)"), a data processing company having 194,832,720 shares
of common stock outstanding on February 11, 2000.
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
ALL NOMINEES.
NUMBER
At the date of this Proxy Statement, the Board of Directors of Synovus
consists of 16 members. As 20 board seats have been authorized by Synovus'
shareholders, Synovus has four directorships which remain vacant. These vacant
directorships could be filled in the future at the discretion of Synovus' Board
of Directors. This discretionary power gives Synovus' Board of Directors the
flexibility of appointing new directors in the periods between Synovus' Annual
Meetings should suitable candidates come to its attention. The Board is divided
into three classes whose terms are staggered so that the term of one class
expires at each Annual Meeting of Shareholders. The terms of office of the Class
I directors expire at the 2001 Annual Meeting, the terms of office of the Class
II directors expire at the 2002 Annual Meeting and the terms of office of the
Class III directors expire at the 2000 Annual Meeting. Three director nominees
have been nominated for election as Class III directors at this meeting. Proxies
cannot be voted at the 2000 Annual Meeting for a greater number of persons than
the number of nominees named.
NOMINEES
The following nominees have been selected by the Board for submission to
the shareholders: Richard Y. Bradley, John P. Illges, III and William B.
Turner, each to serve a three year term expiring at the Annual Meeting in the
year 2003.
The Board believes that each director nominee will be able to stand for
election. If any nominee becomes unable to stand for election, proxies in favor
of that nominee will be voted in favor of the remaining nominees and in favor of
any substitute nominee named by the Board. If you do not wish your shares voted
for one or more of the nominees, you may so indicate on the proxy.
BOARD OF DIRECTORS
Following is the principal occupation, age and certain other information
for each director nominee and other directors serving unexpired terms.
- --------------------------------------------------------------------------------
Synovus Year
Director First
Classifi- Elected Principal Occupation
Name Age cation Director and Other Information
- ------------------------- ----- -------- ---------- -------------------------------------
Richard E. Anthony<F1> 53 II 1993 Vice Chairman of the Board,
Synovus Financial Corp.; Chairman
of the Board, First Commercial Bank
of Birmingham (Banking Subsidiary
of Synovus)
Joe E. Beverly 58 II 1983 Chairman of the Board, Commercial
Bank, Thomasville, Georgia
(Banking Subsidiary of Synovus);
Director, Flowers Industries, Inc.
James H. Blanchard<F2> 58 I 1972 Chairman of the Board and Chief
Executive Officer, Synovus Financial
Corp.; Chairman of the Executive
Committee, Total System Services,
Inc.; Director, BellSouth Corporation
Richard Y. Bradley<F3> 61 III 1991 Partner, Bradley & Hatcher (Law
Firm); Director, Total System
Services, Inc.
Walter M. Deriso, Jr.<F4> 53 II 1997 Vice Chairman of the Board,
Synovus Financial Corp.; Chairman
of the Board, Security Bank and
Trust Company, Albany, Georgia
(Banking Subsidiary of Synovus)
C. Edward Floyd, M.D. 65 I 1995 Vascular Surgeon
Gardiner W. Garrard, Jr. 59 I 1972 President, The Jordan Company
(Real Estate Development); Director,
Total System Services, Inc.
V. Nathaniel Hansford<F5> 56 I 1985 President, North Georgia College
and State University
John P. Illges, III 65 III 1997 Senior Vice President and Financial
Consultant, The Robinson-Humphrey
Company, Inc. (Stockbroker);
Director, Total System Services, Inc.
Mason H. Lampton 52 II 1993 Chairman of the Board and President,
The Hardaway Company and Chairman of the
Board, Standard Concrete Products
(Construction Companies);
Director, Total System Services, Inc.
Elizabeth C. Ogie<F6> 49 II 1993 Director, W.C. Bradley Co. (Metal
Manufacturer and Real Estate)
H. Lynn Page 59 I 1978 Director, Synovus Financial
Corp., Columbus Bank and Trust
Company and Total System Services,
Inc.
Robert V. Royall 65 I 1995 Chairman of the Board, The National
Bank of South Carolina (Banking
Subsidiary of Synovus); Director, Blue
Cross Blue Shield of South Carolina
Melvin T. Stith 53 II 1998 Dean, College of Business, Florida
State University; Director, Rexall Sundown,
Inc., Correctional Services Corp. and Keebler
Foods Company
William B. Turner<F6><F7> 77 III 1972 Chairman of the Executive
Committee, Columbus Bank and
Trust Company and Synovus
Financial Corp.; Advisory Director, W.
C. Bradley Co. (Metal Manufacturer
and Real Estate); Director,
Total System Services, Inc.
James D. Yancey<F8> 58 I 1978 President and Chief Operating Officer, Synovus
Financial Corp.; Chairman of the Board,
Columbus Bank and Trust Company;
Director, Total System Services, Inc.
and Shoney's, Inc.
- -------------
<FN>
<F1> Richard E. Anthony was elected Vice Chairman of Synovus in September 1995.
Prior to 1995, Mr. Anthony served, and continues to serve, as President of
Synovus Financial Corp. of Alabama and Chairman of the Board of First
Commercial Bank of Birmingham, both of which companies are subsidiaries of
Synovus.
<F2> James H. Blanchard was elected Chairman of the Board of Synovus in April
1986. Prior to 1986, Mr. Blanchard served in various capacities with
Synovus, Columbus Bank and/or TSYS, including President of Synovus.
<F3> Richard Y. Bradley formed Bradley & Hatcher in September 1995. From 1991
until 1995, Mr. Bradley served as President of Bickerstaff Clay Products
Company, Inc.
<F4> Walter M. Deriso, Jr. was elected Vice Chairman of Synovus in January
1997. Prior to 1997, Mr. Deriso served as President of Security Bank and
Trust Company.
<F5> V. Nathaniel Hansford was elected President of North Georgia College and
State University in July 1999. Prior to 1999, Mr. Hansford served as
Professor and Dean Emeritus of the University of Alabama School of Law.
<F6> Elizabeth C. Ogie is William B. Turner's niece.
<F7> William B. Turner was elected Chairman of the Executive Committee of
Synovus in April 1986. Prior to 1986, Mr. Turner served in various
capacities with Synovus and/or Columbus Bank, including Chairman of the
Board of both Synovus and Columbus Bank.
<F8> James D. Yancey was elected President and Chief Operating Officer of
Synovus in April 1998. Prior to 1998, Mr. Yancey served in various
capacities with Synovus and/or Columbus Bank, including Vice Chairman of
the Board and President of both Synovus and Columbus Bank.
</FN>
MEETINGS AND COMMITTEES OF THE BOARD
BOARD OF DIRECTORS
The business affairs of Synovus are managed under the direction of the
Board of Directors in accordance with the Georgia Business Corporation Code, as
implemented by Synovus' Articles of Incorporation and bylaws. Members of the
Board are kept informed through reports routinely presented at Board and
committee meetings by the Chief Executive Officer and other officers, and
through other means.
BOARD AND COMMITTEE MEETINGS
The Board of Directors held eight meetings in 1999. All directors attended
at least 82% of Board and committee meetings during 1999.
COMMITTEES OF THE BOARD
Synovus' Board of Directors has three principal standing committees -- an
Executive Committee, an Audit Committee and a Compensation Committee. There is
no Nominating Committee of Synovus' Board of Directors. The following table
shows the membership of the various committees.
- --------------------------------------------------------------------------------
Executive Audit Compensation
- ---------- ----- -------------
William B. Turner, Chair John P. Illges, III, Chair Gardiner W. Garrard, Jr., Chair
James H. Blanchard H. Lynn Page Mason H. Lampton
James D. Yancey Melvin T. Stith V. Nathaniel Hansford
Richard Y. Bradley
Gardiner W. Garrard, Jr.
John P. Illges, III
- --------------------------------------------------------------------------------
Executive Committee. During the intervals between meetings of Synovus'
Board of Directors, Synovus' Executive Committee possesses and may exercise any
and all of the powers of Synovus' Board of Directors in the management and
direction of the business and affairs of Synovus with respect to which specific
direction has not been previously given by Synovus' Board of Directors. During
1999, Synovus' Executive Committee held four meetings.
Audit Committee. The primary functions to be engaged in by Synovus' Audit
Committee include: (i) annually recommending to Synovus' Board the independent
certified public accountants to be engaged by Synovus for the next fiscal year;
(ii) reviewing the plan and results of the annual audit by Synovus' independent
auditors; (iii) reviewing and approving the range of management advisory
services provided by Synovus' independent auditors; (iv) reviewing Synovus'
internal audit function and the adequacy of the internal accounting control
systems of Synovus; (v) reviewing the results of regulatory examinations of
Synovus; (vi) periodically reviewing the financial statements of Synovus; and
(vii) considering such other matters with regard to the internal and independent
audit of Synovus as, in its discretion, it deems to be necessary or desirable,
periodically reporting to Synovus' Board as to the exercise of its duties and
responsibilities and, where appropriate, recommending matters in connection with
the audit function with respect to which Synovus' Board should consider taking
action. During 1999, Synovus' Audit Committee held three meetings.
Compensation Committee. The primary functions to be engaged in by Synovus'
Compensation Committee include: (i) evaluating the remuneration of senior
management and board members of Synovus and its subsidiaries and the
compensation and fringe benefit plans in which officers, employees and directors
of Synovus are eligible to participate; and (ii) recommending to Synovus' Board
whether or not it should modify, alter, amend, terminate or approve such
remuneration, compensation or fringe benefit plans. During 1999, Synovus'
Compensation Committee held four meetings.
DIRECTORS' COMPENSATION
COMPENSATION
Synovus' directors receive a $20,000 annual retainer, and fees of $1,200
for each meeting of Synovus' Board of Directors and each Executive Committee
meeting they personally attend. Members of the Committees of Synovus' Board of
Directors (other than the Executive Committee) receive fees of $750, with the
Chairmen of such Committees receiving fees of $1,200, for each Committee meeting
they personally attend. In addition, directors of Synovus receive a $1,200 fee
for each board meeting from which their absence is excused and a $1,200 fee for
one meeting without regard to the reason for their absence.
DIRECTOR STOCK PURCHASE PLAN
Synovus' Director Stock Purchase Plan is a nontax-qualified, contributory
stock purchase plan pursuant to which qualifying Synovus directors can purchase,
with the assistance of contributions from Synovus, presently issued and
outstanding shares of Synovus common stock. Under the terms of the Director
Stock Purchase Plan, qualifying directors can elect to contribute up to $1,000
per calendar quarter to make purchases of Synovus common stock, and Synovus
contributes an additional amount equal to 50% of the directors' cash
contributions. Participants in the Director Stock Purchase Plan are fully vested
in, and may request the issuance to them of, all shares of Synovus common stock
purchased for their benefit under the Plan.
CONSULTING SERVICES
H. Lynn Page, a director and the former Vice Chairman of the Board of
Synovus, and Synovus are parties to a Consulting Agreement pursuant to which Mr.
Page was paid $24,000 by Synovus during 1999 for providing consulting and
advisory services to Synovus in connection with portfolio management and
potential opportunities for business expansion.
Joe E. Beverly, a director and the former Vice Chairman of the Board of
Synovus, and Synovus are parties to a Retirement Agreement pursuant to which Mr.
Beverly was paid $24,000 by Synovus during 1999 for providing consulting and
advisory services to Synovus relating to Synovus' affiliate banks.
EXECUTIVE OFFICERS
The following table sets forth the name, age and position with Synovus of
each executive officer of Synovus.
Name Age Position with Synovus
- ----------------------- --- -------------------------------------------------
James H. Blanchard 58 Chairman of the Board and Chief Executive Officer
William B. Turner 77 Chairman of the Executive Committee
James D. Yancey 58 President and Chief Operating Officer
Richard E. Anthony 53 Vice Chairman of the Board
Walter M. Deriso, Jr. 53 Vice Chairman of the Board
G. Sanders Griffith, III 46 Senior Executive Vice President, General
Counsel and Secretary
Thomas J. Prescott 45 Executive Vice President and
Chief Financial Officer
Calvin Smyre 52 Executive Vice President, Corporate Affairs
Anne G. Dawahare 37 Chief Information Officer
Elizabeth R. James 38 Chief People Officer
G. Sanders Griffith, III serves as Senior Executive Vice President, General
Counsel and Secretary of Synovus, positions he has held since October 1995. From
1988 until 1995, Mr. Griffith served in various capacities with Synovus,
including Executive Vice President, General Counsel and Secretary. Thomas J.
Prescott was elected Executive Vice President and Chief Financial Officer of
Synovus in December 1996. From 1987 until 1996, Mr. Prescott served in various
capacities with Synovus, including Executive Vice President and Treasurer.
Calvin Smyre was elected Executive Vice President of Synovus in November 1996.
From 1976 until 1996, Mr. Smyre served in various capacities with Columbus Bank
and/or Synovus, including Senior Vice President of Synovus. Anne G. Dawahare was
elected Chief Information Officer of Synovus in July, 1998. Ms. Dawahare
currently serves as President of Synovus Technologies, Inc., a position she has
held since February, 1998, and has served in various capacities with Synovus
since 1994. Elizabeth R. James was elected Chief People Officer of Synovus in
July, 1998. Ms. James currently serves as President of Synovus Service Corp., a
position she has held since June, 1996, and has served in various capacities
with Columbus Bank and/or TSYS since 1986.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth ownership of shares of Synovus common stock
by each director, by each executive officer named in the Summary Compensation
Table on page 15 and by all directors and executive officers as a group as of
December 31, 1999.
Shares of Shares of
Synovus Shares of Synovus
Common Synovus Common Percentage of
Stock Common Stock Stock Total Shares Outstanding
Beneficially Beneficially Beneficially of Synovus Shares of
Owned with Owned with Owned with Common Synovus
Sole Voting Shared Voting Sole Voting Stock Common Stock
and Invest- and Invest- but no Invest- Beneficially Beneficially
ment Power ment Power ment Power Owned as of Owned as of
Name as of 12/31/99 as of 12/31/99 as of 12/31/99 12/31/99<F1> 12/31/99
- ---------------------- --------------- -------------- -------------- -------------- --------------
Richard E. Anthony 390,864 199,694 11,282 968,932 *
Joe E. Beverly 426,893 4,100 14,316 585,739 *
James H. Blanchard 1,588,506 --- 233,678 2,909,288 1.0
Richard Y. Bradley 20,794 129,895 --- 150,689 *
Walter M. Deriso, Jr. 31,076 3,934 --- 182,751 *
C. Edward Floyd, M.D. 1,094,243 145,270 --- 1,239,513 *
Gardiner W. Garrard, Jr. 204,147 1,274,125 --- 1,478,272 *
G. Sanders Griffith, III 92,926 --- 10,844 405,993 *
V. Nathaniel Hansford 125,645 410,242 --- 535,887 *
John P. Illges, III 289,875 510,376<F2> --- 800,251 *
Mason H. Lampton 79,367 290,951<F3> --- 370,318 *
Elizabeth C. Ogie 68,551 30,495,786<F4><F5> --- 30,564,337 10.8
H. Lynn Page 815,886 12,047 --- 827,933 *
Robert V. Royall 274,179 168,947 --- 719,808 *
Melvin T. Stith 1,486 98 --- 1,584 *
William B. Turner 72,634 30,356,517<F5> --- 30,429,151 10.8
James D. Yancey 1,015,873 61,677 22,561 1,733,330 *
Directors and Executive
Officers as a Group
(21 persons) 6,678,626 33,726,959 292,681 43,841,062 15.4
* Less than one percent of the outstanding shares of Synovus common stock.
- ---------------------------
<FN>
<F1> The totals shown for the following directors and executive officers of
Synovus include the number of shares of Synovus common stock that each
individual has the right to acquire within 60 days through the exercise of
stock options:
Person Number of Shares
------ ----------------
Richard E. Anthony 367,092
Joe E. Beverly 140,430
James H. Blanchard 1,087,104
Walter M. Deriso, Jr. 147,741
G. Sanders Griffith, III 302,223
Robert V. Royall 276,682
James D. Yancey 633,219
In addition, the other executive officers of Synovus have rights to acquire
an aggregate of 273,986 shares of Synovus common stock within 60 days
through the exercise of stock options.
<F2> Includes 62,667 shares of Synovus common stock held by a charitable
foundation of which Mr. Illges is trustee.
<F3> Includes 264,687 shares of Synovus common stock held in a trust for which
Mr. Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership
of such shares.
<F4> Includes 126,599 shares of Synovus common stock held by a charitable
foundation of which Mrs. Ogie is a trustee.
<F5> Includes 2,620,493 shares of Synovus common stock held by a charitable
foundation of which Mrs. Ogie and Mr. Turner are among the trustees, and
27,716,207 shares of Synovus common stock beneficially owned by TB&C
Bancshares, Inc., of which Mrs. Ogie and Mr. Turner are officers,
directors and shareholders.
</FN>
For a detailed discussion of the beneficial ownership of TSYS common stock
by Synovus' named executive officers and directors and by all directors and
executive officers of Synovus as a group, see "TSYS Common Stock Ownership of
Directors and Management" on page 25.
DIRECTORS' PROPOSAL TO APPROVE THE SYNOVUS FINANCIAL CORP. 2000
LONG-TERM INCENTIVE PLAN
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
Synovus' compensation program includes long-term performance awards under
the Synovus Financial Corp. 2000 Long-Term Incentive Plan (the "2000 Plan"). The
purpose of the 2000 Plan is to attract, retain, motivate and reward employees
who make a significant contribution to Synovus' long-term success, and to enable
such employees to acquire and maintain an equity interest in Synovus. Subject to
approval by Synovus' shareholders, compensation paid pursuant to the 2000 Plan
is intended, to the extent reasonable, to qualify for tax deductibility under
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder, as may be amended from time to time
("Section 162(m)").
Eligibility and Participation. Any employee of Synovus, excluding members
of the Compensation Committee and any director who is not also an employee of
Synovus, is eligible to be selected to participate in the 2000 Plan.
Approximately 8,428 employees currently participate in the 2000 Plan. The
Committee, as described below, has discretion to select participants from among
eligible employees from year to year.
Shares Subject to the Plan. The aggregate number of shares of Synovus
common stock which may be granted to participants pursuant to awards granted
under the 2000 Plan may not exceed twenty million (20,000,000).
Awards Under the 2000 Plan. Pursuant to the 2000 Plan, Synovus may grant
long-term perform ance awards to participants in the form of stock options,
stock appreciation rights ("SARs"), restricted stock or performance awards.
Stock Options. The Committee may grant options under the 2000 Plan in the
form of qualified incentive stock options, nonqualified stock options or a
combination thereof. Options may be granted either alone or in tandem with other
awards granted under the 2000 Plan. Subject to the limits described herein, the
Committee shall have discretion in determining the number of shares subject to
options granted to each participant.
The option price of nonqualified stock options may be equal to, or more or
less than, one hundred percent (100%) of the fair market value of a share of
Synovus common stock on the date the option is granted. The option price of
qualified incentive stock options shall be at least equal to one hundred percent
(100%) of the fair market value of a share of Synovus common stock on the date
the option is granted. Options shall expire at such times as the Committee
determines at the time of grant; provided, however, that no option shall be
exercisable later than the tenth anniversary of its grant.
Options granted under the 2000 Plan shall be exercisable at such times and
subject to such restrictions and conditions as the Committee shall approve;
provided that no option may be exercisable prior to six months following its
grant. The option exercise price shall be payable in cash, by check or by such
other instrument as deemed acceptable by the Committee. Payment of the exercise
price and any withholding tax due at exercise may also be made through any
program approved by the Committee (including a broker-dealer cashless exercise
program).
Options may only be transferred under the laws of descent and distribution
and shall be exercisable only by the participant during his lifetime unless
otherwise specified by the Committee at or after grant. The participant's rights
in the event of termination of employment shall be specified by the Committee at
or after grant.
Subject to the terms of the 2000 Plan, the Committee may grant option price
adjustment rights in conjunction with all or part of any option granted under
the 2000 Plan, either at or after the time of grant of the option. Such
adjustment rights are exercisable only at the same time and to the same extent
as the corresponding option and shall terminate upon the termination or
exercise of such option. Upon exercise, the participant shall be entitled to
have applied as a credit against the exercise price of the related option an
amount equal to the total number of shares subject to the adjustment right (or a
portion thereof as designated by the participant) multiplied by a fixed
percentage of the fair market value of a share of Synovus common stock on a date
designated by the Committee.
Stock Appreciation Rights. SARs granted under the 2000 Plan may be granted
alone or in conjunction with all or part of any option granted under the 2000
Plan. Subject to the terms of the 2000 Plan, the Committee shall have discretion
to determine the terms and conditions of any SAR granted under the 2000 Plan.
With respect to an SAR granted in conjunction with an option, the grant price
shall be equal to the option price of the related option, and such SAR shall
terminate upon the termination or exercise of the related option. No SAR granted
under the 2000 Plan may be exercisable prior to six months following its grant,
except in the case of death (other than by suicide) or disability of the
participant. The term of any SAR shall be determined by the Committee, provided
that such term may not exceed ten years.
SARs granted alone may be exercised upon the terms and conditions as are
imposed by the Committee. An SAR granted in conjunction with an option may be
exercised only with respect to the shares of common stock of Synovus for which
the related option is exercisable. SARs granted in connection with an incentive
stock option shall expire no later than the expiration of such incentive stock
option; the value of the payout for such SARs may be no more than one hundred
percent (100%) of the difference between the incentive stock option option price
and the fair market value of the shares subject to such incentive stock option
at exercise and may be exercised only when the fair market value of the shares
subject to the incentive stock option exceeds the incentive stock option option
price.
Upon exercise, a participant will receive the difference between the fair
market value of a share of common stock on the date of exercise and the grant
price multiplied by the number of shares with respect to which the SAR is
exercised. Payment due upon exercise may be in cash, in shares having a fair
market value of the SAR being exercised, or in a combination of cash and shares,
as determined by the Committee. The Committee may impose such restrictions on
the exercise of SARs as may be required to satisfy the requirements of Section
16 of the Securities Exchange Act. SARs may only be transferred under the laws
of descent and distribution and shall be exercisable only by the participant
during his lifetime.
Restricted Stock. Restricted stock may be granted in such amounts and
subject to such terms and conditions as determined by the Committee. The
Committee shall impose such conditions and/or restrictions on any shares of
restricted stock as it deems advisable, including, but not limited to, a
graduated vesting schedule and/or conditioning the grant of restricted stock on
the attainment of performance goals. Each participant who is awarded restricted
stock shall be issued a stock certificate in respect of such restricted stock,
which shall be held in escrow by an escrow agent designated by the Committee, as
provided under the 2000 Plan.
During the six month period following the date of grant of restricted
stock, or such longer period as may be determined by the Committee, restricted
stock may not be sold, transferred, pledged or assigned. Except as limited by
the 2000 Plan, the Committee may provide for the lapse of such restrictions or
may accelerate or waive such restrictions based on performance or such other
factors as determined by the Committee.
Participants holding restricted stock shall have all of the rights of
stockholders of Synovus, including the right to dividends, unless the Committee
determines otherwise at the time of grant. Dividends or distributions credited
during the restriction period and paid in shares shall be subject to the same
restrictions as the shares of restricted stock with respect to which they were
paid. All rights with respect to restricted stock shall be available only during
a participant's lifetime, and each restricted stock award agreement shall
specify whether the participant has a right to receive unvested restricted
shares in the event of termination of employment.
Performance Awards. Shares of stock and/or a payment in cash may be awarded
under the 2000 Plan in the amounts and subject to the terms and conditions as
determined by the Committee. The Committee may set performance objectives which,
depending on the extent to which they are met, will determine the value of
performance awards that will be paid out to participants. Participants shall
receive payment of performance awards earned, in cash and/or shares of common
stock, if the specified performance objectives have been obtained. The Committee
may also establish a minimum level of performance below which no performance
award may be payable.
In the event a participant's employment is terminated by reason of death
(other than by suicide), disability or retirement during a performance period,
the participant shall receive a prorated payout of the performance award at the
time and in the amount determined by the Committee. In the event employment is
terminated for any other reason, the participant's rights to any performance
award shall be forfeited. performance awards may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. A participant's rights under the 2000
Plan shall be exercisable only by the participant during his lifetime.
Objective Performance Measures. Performance objectives applicable to awards
granted under the 2000 Plan, as determined by the Committee, shall be chosen
from among the following alternatives, unless and until the Committee proposes a
change in such measures for shareholder vote or applicable tax and/or securities
laws change to permit Committee discretion to alter such performance measures
without obtaining shareholder approval: (i) total shareholder return; (ii)
return on equity; (iii) earnings per share growth; and (iv) return on assets.
Maximum Amount Payable to Any Participant. The maximum number of shares
which may be awarded in any calendar year to any one participant is two million
(2,000,000). The maximum cash amount which may be awarded in any calendar year
to any participant is $1 million.
Adjustments in Connection With Certain Events. The 2000 Plan provides that
the Committee shall make a substitution or adjustment in the number of shares
reserved for issuance under the 2000 Plan in the number and option price of
shares subject to outstanding options and in the number of shares subject to
SARs, restricted stock or performance awards, as it deems appropriate and
equitable in connection with a change in corporate structure affecting Synovus'
stock.
Duration of the 2000 Plan. The 2000 Plan shall remain in effect from the
date it is adopted by Synovus' Board until the date terminated by the Committee
or Synovus' Board of Directors; provided, however, that no award shall be
granted on or after the tenth anniversary of the 2000 Plan's effective date;
provided further, however, that no future awards will be granted to Synovus'
"covered employees," as defined below, unless shareholder approval of the 2000
Plan is obtained.
Administration. The 2000 Plan will be administered by a committee of the
Board of Directors of Synovus (the "Committee") which will be comprised of no
fewer than two members who must be "outside directors" within the meaning of
Section 162(m). At least two of the Committee's members must be directors of
both Synovus and TSYS. Initially, the administering committee shall be the
Compensation Committee of Synovus' Board.
The Committee shall have authority to: (i) determine individuals to whom
awards will be granted; (ii) determine the terms and conditions upon which
awards shall be granted, including any restriction based on performance or other
factors; (iii) determine whether and to what extent awards shall be deferred;
and (iv) make all other determinations, perform all other acts, exercise all
other powers, and establish any other procedures it deems necessary, appropriate
or advisable in administering the 2000 Plan and maintaining compliance with
applicable law.
Amendment of the 2000 Plan. Synovus' Board of Directors may amend, alter or
discontinue the 2000 Plan at any time except that no such amendment, suspension
or discontinuation of the 2000 Plan may affect an existing award under the 2000
Plan without the affected participant's consent. In addition, no amendment,
alteration or discontinuation shall be made, without the approval of
shareholders, which would: (i) increase the total number of shares reserved
under the 2000 Plan; (ii) decrease the option price of any option to less than
one hundred percent (100%) of the fair market value of a share on the date of
grant; (iii) change the participants or class of participants eligible to
participate in the 2000 Plan; or (iv) materially increase the benefits accruing
to participants. The 2000 Plan, which was originally named the Synovus Financial
Corp. 1996 Long-Term Incentive Plan, was adopted by Synovus' Board of Directors
in 1996. On February 1, 2000, Synovus' Board of Directors amended the 1996 Plan
to add additional authorized shares and to rename it the 2000 Plan.
Change in Control. In the event of a change in control of Synovus, as
defined in the 2000 Plan, the vesting of any outstanding awards granted under
the 2000 Plan shall be accelerated and all such awards shall be fully
exercisable.
Federal Income Tax Consequences of the 2000 Plan. The income tax
consequences under current federal tax law to participants and to Synovus and
its subsidiaries of incentive compensation awarded under the 2000 Plan is
generally as described below. Local and state tax authorities, however, may also
tax incentive compensation awarded under the 2000 Plan.
Consequences to Participants. Generally, for federal income tax purposes, a
participant will realize ordinary income and will incur tax liability upon
receipt of the payment of an award under the 2000 Plan in an amount equal to
such payment, if in cash, or the fair market value of any unrestricted shares of
stock received. The tax consequences to participants of the individual types of
awards which may be granted under the 2000 Plan are described below.
Qualified Incentive Stock Options. With respect to options which qualify as
incentive stock options, a participant will not recognize ordinary income
for federal income tax purposes at the time options are granted or
exercised. If the participant disposes of shares acquired by exercise of an
incentive stock option before the expiration of two years from the date the
options are granted, or within one year after the issuance of shares upon
exercise of the incentive stock option, the participant will recognize in
the year of disposition: (a) ordinary income, to the extent that the lesser
of either (1) the fair market value of the shares on the date of option
exercise or (2) the amount realized on disposition exceeds the option
price; and (b) capital gain (or loss), to the extent that the amount
realized on disposition differs from the fair market value of the shares on
the date of option exercise. If the shares are sold after expiration of
these holding periods, the participant will realize capital gain or loss
(assuming the shares are held as capital assets) equal to the difference
between the amount realized on disposition and the option price.
Nonqualified Stock Options. With respect to options which do not qualify as
incentive stock options, the participant will recognize no income upon
grant of the option and, upon exercise, will recognize ordinary income to
the extent of the difference between the amount paid by the participant for
the shares and the fair market value of the shares on the date of option
exercise. Upon a subsequent disposition of the shares received under the
option, the participant will recognize capital gain or loss, as the case
may be, to the extent of the difference between the fair market value of
the shares at the time of exercise and the amount realized on the
disposition (assuming the shares are held as capital assets).
Stock Appreciation Rights. Ordinary income will be recognized by a
participant upon the exercise of an SAR, in an amount equal to the cash
received or the fair market value of the shares received on the exercise
date.
Restricted Stock. Participants holding restricted stock will recognize
ordinary income in the year in which the restrictions lapse, in the amount
of the fair market value of the shares as of the date of lapse of the
restrictions, unless the participant elects to include the fair market
value of the shares as of the date of grant in ordinary income at that
time.
Performance Awards. Ordinary income will be recognized by a participant in
the year in which it is received in an amount equal to the amount of the
performance award on the date of receipt.
Consequences to Synovus and Its Subsidiaries. In general, Synovus will
receive an income tax deduction at the same time and in the same amount as the
amount which is taxable to the employee as compensation, except as provided
below. To the extent a participant realizes capital gains, as described above,
Synovus and its subsidiaries will not be entitled to any deduction for federal
income tax purposes.
Under Section 162(m), compensation paid by a public company in excess of $1
million for any taxable year to "covered employees" generally is not deductible
by the company or its affiliates for federal income tax purposes unless it is
related to the performance of the company, is paid pursuant to a plan approved
by shareholders of the company and meets certain other requirements.
Generally, "covered employees" is defined under Section 162(m) as any
individual who is the chief executive officer or is among the four other highest
paid executive officers named in the summary compensation table in the company's
proxy statement, other than the chief executive officer, as of the last day of
the taxable year. It is anticipated that future awards will qualify as
performance based for purposes of Section 162(m), except for options subject to
adjustment rights and restricted stock not subject to preestablished performance
goals. Synovus does not presently anticipate making any such awards. However,
Synovus reserves the ability to make awards which do not qualify for full
deductibility under Section 162(m) if the Committee determines that the benefits
of so doing outweigh full deductibility.
NEW PLAN BENEFITS
The following table shows all grants of options of Synovus common stock
under the 2000 Plan for fiscal year 1999:
Name and Number of Shares Subject
Principal Position to Options Granted (1)
- -------------------- --------------------
James H. Blanchard
Chairman of the
Board and Chief
Executive Officer 170,901
James D. Yancey
President and Chief
Operating Officer 106,537
Richard E. Anthony
Vice Chairman of the
Board 59,822
G. Sanders Griffith, III
Senior Executive Vice
President, General
Counsel and Secretary 50,275
Walter M. Deriso, Jr.
Vice Chairman of the
Board 47,888
Executive Group 518,779
Nonexecutive Director
and Nominee Group(2) -0-
Nonexecutive Officer
Employee Group 2,648,643
(1)Every eligible employee, including each person named above, received 150
options with an exercise price equal to the fair market value of Synovus common
stock on July 20, 1999, which was $19.19 per share. These options, entitled
"Shared Interest," become exercisable upon the earlier of (a) July 20, 2002 or
(b) the date the fair market value of Synovus common stock reaches $38.75
(double the exercise price, as adjusted) and expire on July 19, 2007. The
remaining options listed above have an exercise price equal to the fair market
value of Synovus common stock on February 9, 1999, which was $22.88 per share.
These options become exercisable on February 9, 2001 and expire on February 8,
2009. The actual value an optionee may realize will depend on the excess of the
fair market value of the stock less the exercise price on the date the option is
exercised. The per share fair market value of Synovus stock as of February 16,
2000 was $17.50.
(2)There are no non-executive directors or nominee directors (or their
associates) who received such options nor any other person who is to receive 5%
of such options.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the cash and noncash compensation for each
of the last three fiscal years for the chief executive officer of Synovus and
for the other four most highly compensated executive officers of Synovus.
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation Awards
-------------------------------------------------------- --------------------------------
Other Restricted Securities All
Annual Stock Underlying Other
Name and Compen- Award(s) Options/ Compen-
Principal Position Year Salary Bonus sation<F1> <F2> SARs sation<F3>
- --------------------- -------- ------------- ------------ ------------- ------------- ------------ ------------
James H. Blanchard 1999 $656,000 $492,000 $1,500 -0- 670,901 $302,977
Chairman of the 1998 635,250 476,438 -0- -0- 211,929 306,378
Board and Chief 1997 616,125 462,094 -0- -0- 615,113 298,654
Executive Officer
James D. Yancey 1999 490,000 318,500 2,000 -0- 106,537 244,078
President and Chief 1998 475,000 464,750 2,000 -0- 132,126 271,639
Operating Officer 1997 445,000 442,000 2,000 -0- 524,633 235,573
Richard E. Anthony 1999 358,000 214,500 -0- -0- 59,822 137,958
Vice Chairman of the 1998 335,000 306,000 2,000 -0- 69,270 157,071
Board 1997 310,000 282,000 2,000 -0- 78,368 109,977
G. Sanders Griffith, III 1999 300,500 180,300 -0- -0- 50,275 82,951
Senior Executive Vice 1998 283,750 258,450 -0- -0- 59,226 94,336
President, General 1997 268,000 242,850 -0- -0- 254,480 81,279
Counsel and Secretary
Walter M. Deriso, Jr. 1999 295,000 177,000 -0- -0- 47,888 99,767
Vice Chairman 1998 260,000 156,000 -0- -0- 51,990 106,569
of the Board 1997 225,000 135,000 -0- -0- 58,776 74,794
<FN>
- ---------------------
<F1> Amount for 1999 includes matching contributions under the Director Stock
Purchase Plan of $1,500 for Mr. Blanchard and $2,000 for Mr. Yancey.
Perquisites and other personal benefits are excluded because the aggregate
amount does not exceed the lesser of $50,000 or 10% of annual salary and
bonus for the named executives.
<F2> As of December 31, 1999, Messrs. Blanchard, Yancey, Anthony and Griffith
held 26,567, 22,563, 11,282, and 10,849 restricted shares, respectively,
with a value of $528,019, $448,440, $224,230 and $215,624, respectively.
<F3> The 1999 amount includes director fees of $54,900, $56,600, $20,600 and
$20,600 for Messrs. Blanchard, Yancey, Anthony and Deriso, respectively, in
connection with their service as directors of Synovus and certain of its
subsidiaries; contributions or other allocations to defined contribution
plans of $27,968 for each executive; allocations pursuant to defined
contribution excess benefit agreements of $169,982, $111,621, $69,658,
$54,319 and $50,867 for each of Messrs. Blanchard, Yancey, Anthony,
Griffith and Deriso, respectively; premiums paid for group term life
insurance coverage of $978, $1,000, $729, $613 and $602 for each of Messrs.
Blanchard, Yancey, Anthony, Griffith and Deriso, respectively; the
economic benefit of life insurance coverage related to split-dollar life
insurance policies of $1,914, $1,318, $1,613 and $51 for each of Messrs.
Blanchard, Yancey, Anthony and Griffith, respectively; and the dollar
value of the benefit of premiums paid for split-dollar life insurance
policies (unrelated to term life insurance coverage) projected on an
actuarial basis of $47,235, $45,539 and $17,390 for each of Messrs.
Blanchard, Yancey and Anthony, respectively.
</FN>
STOCK OPTION EXERCISES AND GRANTS
The following tables provide certain information regarding stock options
granted and exercised in the last fiscal year and the number and value of
unexercised options at the end of the fiscal year.
- --------------------------------------------------------------------------------
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
- --------------------------------------------------------------------------------
% of Total Potential
Options/ Realized Value at
SARs Exercise Assumed Annual Rates of
Options/ Granted to or Stock Price Appreciation
SARs Employees Base For Option Term<F1>
Granted in Fiscal Price Expiration ---------------------
Name (#) Year ($/Share) Date 5%($) 10% ($)
- ------------------------------ ------------ -------------- -------------- --------------- ---------- ---------
James H. Blanchard 170,751<F2> 4.0973% $22.88 02/08/09 $1,865,455 $ 4,465,992
150<F3> 0.0036 19.19 07/19/07 1,374 3,291
500,000<F4> 11.9978 19.06 9/12/09 4,550,000 10,900,000
James D. Yancey 106,387<F2> 2.5528 22.88 02/08/09 1,162,278 2,782,552
150<F3> 0.0036 19.19 07/19/07 1,374 3,291
Richard E. Anthony 59,672<F2> 1.4319 22.88 02/08/09 651,917 1,560,721
150<F3> 0.0036 19.19 07/19/07 1,374 3,291
G. Sanders Griffith, III 50,125<F2> 1.2028 22.88 02/08/09 547,616 1,311,019
150<F3> 0.0036 19.19 07/19/07 1,374 3,291
Walter M. Deriso 47,738<F2> 1.1455 22.88 02/08/09 521,538 1,248,587
150<F3> 0.0036 19.19 07/19/07 1,374 3,291
- -----------
<FN>
<F1> The dollar gains under these columns result from calculations using the
identified growth rates and are not intended to forecast future price
appreciation of Synovus common stock.
<F2> Options granted on February 9, 1999 at fair market value. Options become
exercisable on February 9, 2001 and are transferable to family members.
<F3> Options granted on July 20, 1999 at fair market value. Options become
exercisable upon the earlier of: (a) July 20, 2002; or (b) the date the per
share fair market value of Synovus common stock equals or exceeds $38.38.
<F4> Options granted on September 13, 1999 at fair market value. Options become
exercisable in equal installments when the per share fair market value of
Synovus common stock meets or exceeds $40, $45 and $50, and in any event
on September 12, 2006. Options are tranferable to family members.
</FN>
- --------------------------------------------------------------------------------
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Value Options/SARs at FY-End (#) Options/SARs at FY-End ($)<F1>
Acquired on Realized -------------------------- -------------------------------
Name Exercise (#) ($)<F1> Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------ ------------ --------- --------------------------- -------------------------------
James H. Blanchard -0- $ -0- 875,325 / 1,182,830 $7,414,356/ $2,020,103
James D. Yancey -0- -0- 501,243 / 538,663 4,014,189/ 1,612,603
Richard E. Anthony -0- -0- 297,972 / 129,092 3,056,739/ 103
G. Sanders Griffith, III 10,125 210,380 243,147 / 259,501 2,014,097/ 806,353
Walter M. Deriso -0- -0- 95,901 / 99,878 576,312/ 103
- ----------
<FN>
<F1> Market value of underlying securities at exercise or year-end, minus the
exercise or base price.
</FN>
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
Employment Agreement with Mr. Blanchard. Synovus amended its Employment
Agreement with Mr. Blanchard, Chairman of the Board of Directors and Chief
Executive Officer of Synovus, effective September 13, 1999. Under the amended
Employment Agreement, Mr. Blanchard agreed to serve as Chairman and CEO of
Synovus for five years, and to remain employed by Synovus for seven years.
Synovus also agreed to make a "performance grant" of stock options to Mr.
Blanchard as discussed in the "Compensation Committee Report on Executive
Compensation" on page 19. During 1999, Synovus paid Mr. Blanchard a base
salary of $656,000 under this Employment Agreement. The Employment Agreement
with Mr. Blanchard also provides that Mr. Blanchard will receive deferred
compensation totaling $468,000 over a 10 to 15 year period following his death,
disability or other termination of employment. This deferred compensation may be
forfeited in the event Synovus terminates his employment for cause, he violates
a 2-year Covenant Not to Compete, or in the event of his death by suicide.
Employment Agreement with Mr. Yancey. Synovus has entered into an
Employment Agreement with Mr. Yancey, President and Chief Operating Officer of
of Synovus. Under this Agreement, Mr. Yancey receives a base salary that is
determined on an annual basis by the Synovus Compensation Committee. During
1999, Synovus paid Mr. Yancey a base salary of $490,000 under this
Employment Agreement. The Employment Agreement with Mr. Yancey also provides
that Mr. Yancey will receive deferred compensation totaling $375,000 over a 10
to 15 year period following his death, disability or other termination of
employment. This deferred compensation may be forfeited in the event Synovus
terminates his employment for cause, he violates a 2-year Covenant Not to
Compete, or in the event of his death by suicide. Mr. Yancey's Employment
Agreement automatically renews every year and may be terminated upon 30 days
prior written notice.
Long-Term Incentive Plans. Under the terms of Synovus' 1992, 1994 and 2000
Long-Term Incentive Plans, all awards become automatically vested in the event
of a change of control. Awards under the Plans may include stock options,
restricted stock, stock appreciation and performance awards. Messrs. Blanchard,
Yancey, Anthony, Griffith and Deriso each have restricted stock and stock
options under the Long-Term Incentive Plans.
Change of Control Agreements. Synovus has entered into Change of Control
Agreements with Messrs. Blanchard, Yancey, Anthony, Griffith and Deriso, and
certain other executive officers. In the event of a Change of Control, as
defined below, an executive would receive the following:
* Three times the executive's current base salary and bonus (bonus is
defined as the average bonus over the past three years measured as a
percentage multiplied by the executive's current base salary).
* Three years of medical, life, disability and other welfare benefits.
* A pro rata bonus through the date of termination for the separation
year.
* A cash amount in lieu of a long-term incentive award for the year of
separation equal to 1.5 times the normal market grant, if the
executive received a long-term incentive award in the year of
separation, or 2.5 times the market grant if not.
In order to receive these benefits, an executive must be actually or
constructively terminated 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. A Change of Control under these
agreements is defined as (1) the acquisition of 20% or more of the "beneficial
ownership" of Synovus' outstanding voting stock, with certain exceptions for
Turner family members, (2) the persons serving as directors of Synovus as of
January 1, 1996, and their replacements or additions, ceasing to comprise at
least two-thirds of the Board members, (3) a merger, consolidation,
reorganization or sale of Synovus' assets unless the prior owners of Synovus own
more than two-thirds of the new company, no person owns more than 20% of the new
company, and two-thirds of the company's new Board members are prior Board
members of Synovus, or (4) a triggering event occurs as defined in the Synovus
Rights Agreement. In the event an executive is impacted by the Internal Revenue
Service excise tax that applies to certain Change of Control arrangements, the
executive would receive additional payments so that he or she would be in the
same position as if the excise tax did not apply. The Change of Control
agreements do not provide for any retirement benefits or perquisites.
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative
shareholder return on Synovus common stock with the cumulative total return of
the Standard & Poor's 500 Index and the Keefe, Bruyette & Woods 50 Bank Index
for the last five fiscal years (assuming a $100 investment on December 31, 1994
and reinvestment of all dividends).
[Omitted Stock Performance Graph is represented by the following table.]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
SYNOVUS FINANCIAL CORP., S&P 500 AND KBW 50 BANK INDEX
1994 1995 1996 1997 1998 1999
---- ---- ---- ----- ----- -----
Synovus $100 $161 $277 $429 $478 $403
S&P 500 $100 $138 $169 $226 $290 $351
KBW 50 $100 $160 $227 $331 $359 $346
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") of Synovus is responsible for
evaluating the compensation of senior management of Synovus and its subsidiaries
and Synovus Board members, as well as the compensation and other benefit plans
in which officers, employees and directors of Synovus and its subsidiaries
participate. The Committee has designed its compensation program to attract and
retain highly motivated and well-trained executives in order to create superior
shareholder value for Synovus shareholders.
Elements of Executive Compensation. The four elements of executive
compensation at Synovus are:
* Base Salary
* Annual Bonus
* Long-Term Incentives
* Other Benefits
The Committee believes that a substantial portion (though not a majority)
of an executive's compensation should be at risk based upon performance, both in
the short-term (through the annual bonus and the Synovus/TSYS Profit Sharing
Plan and the Synovus/TSYS 401(k) Savings Plan) and long-term (through long-term
incentives such as stock options and restricted stock awards). The remainder of
each executive's compensation is primarily based upon the competitive practices
of a select group of approximately 18 banks that had similar "market value
added" as Synovus during the previous ten years ("similar companies"). "Market
value added," as used by the Committee for this purpose, means the stock price
increase during the ten-year period, plus dividends, less increases to paid-in
capital. This subtraction eliminates any value added through acquisitions. The
Committee believes that this approach accurately reflects the true competitors
of Synovus and is the most appropriate market data to use for determining the
compensation of Synovus executives. The companies used for comparison under this
approach are not the same companies included in the peer group index appearing
in the Stock Performance Graph on page 18. Each element of executive
compensation is discussed in detail below.
Base Salary. Base salary is an executive's annual rate of pay without
regard to any other elements of compensation. The primary consideration used by
the Committee to determine an executive's base salary is a market comparison of
similar positions at similar companies based upon the executive's level of
responsibility and experience. Base salaries are targeted in the median level of
similar companies. In addition to market comparisons, individual performance is
also considered in determining an executive's base salary, although it does not
weigh heavily. Based solely upon market comparisons, the Committee increased Mr.
Blanchard's base salary in 1999. The Committee also increased the base salaries
of Synovus' other executive officers in 1999 based solely upon market
comparisons.
Annual Bonus. The Committee awards annual bonuses under two different
plans, the Synovus Executive Bonus Plan (which was approved by Synovus
shareholders) and the Synovus Incentive Bonus Plan. The Committee selects the
participants in each Plan from year to year. For 1999, the Committee selected
Mr. Blanchard to participate in the Executive Bonus Plan while Messrs. Yancey,
Anthony, Griffith and Deriso were selected to participate in the Incentive Bonus
Plan. Under the terms of the Plans, bonus amounts are paid as a percentage of
base pay based on the achievement of performance goals that are established each
year by the Committee. The performance goals may be chosen by the Committee from
among the following measurements:
* Return on assets;
* Net income;
* Operating income;
* Non-performing assets and/or loans as a percentage of total assets
and/or loans;
* Return on capital compared to cost of capital;
* Earnings per share and/or earnings per share growth;
* Return on equity;
* Non-interest expense as a percentage of total expense;
* Loan charge-offs as a percentage of loans;
* Productivity and expense control;
* Number of cardholder, merchant and/or other customer accounts
processed and/or converted by TSYS;
* Successful negotiation or renewal of contracts with new and/or
existing customers by TSYS;
* Stock price; and
* Asset growth.
The Committee established a payout matrix based on attainment of net income
goals during 1999 for Mr. Blanchard and Synovus' other executive officers. The
maximum percentage payouts under the Plans for 1999 were 75% for Mr. Blanchard,
65% for Mr. Yancey and 60% for Messrs. Anthony, Griffith and Deriso. Synovus'
financial performance and each executive's individual performance can reduce the
bonus awards determined by the attainment of the goals, although this was not
the case for any of Synovus' executive officers. Because the maximum net income
target for 1999 under the Plans was exceeded and the overall financial results
of Synovus were favorable, Mr. Blanchard and Synovus' other executive officers
were awarded the maximum bonus amount for which each executive was eligible
under the Plans' payout matrix.
Long-Term Incentives. The Committee has awarded both stock options and
restricted stock awards to executives. Restricted stock awards are designed to
focus executives on the long-term performance of Synovus. Stock options provide
executives with the opportunity to buy and maintain an equity interest in
Synovus and to share in its capital appreciation. Executives are encouraged to
hold the shares received upon the lapse of restrictions on restricted stock
awards and upon the exercise of stock options, linking their interests to those
of Synovus' shareholders. The Committee has established a payout matrix for
long-term grants that uses total shareholder return measured by Synovus'
performance (stock price increases plus dividends) and how Synovus' total
shareholder return compares to the return of the peer group of companies
appearing in the Stock Performance Graph on page 18. For the long-term incentive
awards made in 1999, total shareholder return and peer comparisons were measured
during the 1996 to 1998 performance period. Under the payout matrix, the
Committee awarded Messrs. Blanchard, Yancey, Anthony, Griffith and Deriso stock
options of 170,901, 106,537, 59,822, 50,275, and 47,888, respectively. In
addition, in connection with the amendment to Mr. Blanchard's Employment
Agreement, the Committee made a "performance grant" of 500,000 stock options to
Mr. Blanchard on September 13, 1999. The options are exercisable in equal
installments when the market price of Synovus common stock exceeds $40, $45 and
$50 per share and in any event on September 12, 2006. The Committee strongly
believes that this "performance grant," which is designed to reward Mr.
Blanchard for significant growth in shareholder value, is in the best interests
of shareholders. The Committee intends to make similar awards in the future.
Benefits. Executives receive other benefits that serve a different purpose
than the elements of compensation discussed above. In general, these benefits
either provide retirement income or protection against catastrophic events such
as illness, disability and death. Executives generally receive the same benefits
offered to the employee population, with the only exceptions designed to promote
tax efficiency or to replace other benefits lost due to regulatory limits. The
Synovus/TSYS Profit Sharing Plan and the Synovus/TSYS 401(k) Savings Plan,
including an excess benefit plan which replaces benefits lost due to regulatory
limits (collectively the "Plan"), is the largest component of Synovus' benefits
package for executives. The Plan is directly related to the performance of
Synovus because the contributions to the Plan, up to a maximum of 14% of an
executive's compensation, depends upon Synovus' profitability. For 1999, Mr.
Blanchard and Synovus' other executive officers received a Plan contribution of
10.48% of their compensation, based upon the Plan's profitability formula. The
remaining benefits provided to executives are primarily based upon the
competitive practices of similar companies.
The Internal Revenue Code limits the deductibility for federal income tax
purposes of annual compensation paid by a publicly held corporation to its chief
executive officer and four other highest paid executives for amounts in excess
of $1 million, unless certain conditions are met. Because the Committee seeks to
maximize shareholder value, the Committee has taken steps to ensure that any
compensation paid to its executives in excess of $1 million is deductible. For
1999, Messrs. Blanchard and Yancey would have been affected by this provision,
but for the steps taken by the Committee. The Committee reserves the ability to
make awards which do not qualify for full deductibility under the Internal
Revenue Code, however, if the Committee determines that the benefits of doing so
outweigh full deductibility.
The Committee believes that its executive compensation program serves the
best interests of the shareholders of Synovus. As described above, a substantial
portion of the compensation of Synovus' executives is directly related to
Synovus' performance. The Committee believes that the performance of Synovus to
date validates its compensation philosophy.
Mason H. Lampton
V. Nathaniel Hansford
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mason H. Lampton and V. Nathaniel Hansford served as members of Synovus'
Compensation Committee during 1999. No member of the Committee is a current or
former officer of Synovus or its subsidiaries.
TRANSACTIONS WITH MANAGEMENT
During 1999, the subsidiary banks of Synovus had outstanding loans directly
to or indirectly accruing to the benefit of certain of the then directors and
executive officers of Synovus, and their related interests. These loans were
made in the ordinary course of business and were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with others. In the opinion of Synovus' management,
such loans do not involve more than normal risks of collectibility or present
other unfavorable features. In the future, the subsidiary banks of Synovus
expect to have banking transactions in the ordinary course of business with
Synovus' directors, executive officers and their related interests.
During 1999, Synovus and its subsidiaries, including Columbus Bank, paid to
W.C. Bradley Co. an aggregate of $3,462, for printing services and marketing
materials provided by W.C. Bradley Co. These payments were made in the ordinary
course of business on substantially the same terms as those prevailing at the
time for comparable transactions with unrelated third parties. Synovus' wholly
owned subsidiary, Synovus Service Corp., and TSYS leased various properties in
Columbus, Georgia from W.C. Bradley Co. during 1999 for office space and
storage. The rent paid for the space by Synovus Service Corp., which is
approximately 35,400 square feet, was approximately $90,729. The rent paid for
the space by TSYS, which is approximately 71,915 square feet, was approximately
$227,418. The lease agreements were made on substantially the same terms as
those prevailing at the time for comparable leases for similar facilities with
an unrelated third party in Columbus, Georgia.
Columbus Bank and W.C.B. Air L.L.C. are parties to a Joint Ownership
Agreement pursuant to which they jointly own or lease aircraft. W. C. Bradley
Co. owns all of the limited liability company interests of W.C.B. Air. Columbus
Bank and W.C.B. Air have each agreed to pay fixed fees for each hour they fly
the aircraft owned and/or leased pursuant to the Joint Ownership Agreement.
Columbus Bank paid an aggregate sum of $2,371,939 for use of the aircraft during
1999 pursuant to the terms of the Joint Ownership Agreement. This amount
represents the charges incurred by Columbus Bank and its affiliated corporations
for use of the aircraft, and includes $881,970 for TSYS' use of the aircraft,
for which Columbus Bank was reimbursed by TSYS.
TB&C Bancshares, Inc. is a principal shareholder of Synovus. TB&C
Bancshares is a "family bank holding company" organized by William B. Turner,
and his sisters, Sarah T. Butler and Elizabeth T. Corn. TB&C Bancshares is a
party to a lease agreement pursuant to which it leases voting and certain other
rights in a total of 13,311,843 shares of Synovus common stock held in trust by
Synovus Trust Company, a subsidiary of Columbus Bank, as Trustee of three trusts
for the benefit of Mr. Turner, Mrs. Butler and Mrs. Corn and their respective
descendants. During 1999, TB&C Bancshares paid Synovus Trust Company, as
Trustee, $523,008 pursuant to the terms of the lease agreement, which amount
represents the fair market value of the voting rights as determined by an
independent appraiser. William B. Turner, Chairman of the Executive Committee of
Synovus and Columbus Bank and a director of TSYS, is an advisory director and
shareholder of W.C. Bradley Co. and is an officer, director and shareholder of
TB&C Bancshares. James H. Blanchard, Chairman of the Board of Synovus, Chairman
of the Executive Committee of TSYS and a director of Columbus Bank, is a
director of W.C. Bradley Co. Elizabeth C. Ogie, the niece of William B. Turner,
is a director of W.C. Bradley Co., Columbus Bank and Synovus and is an officer,
director and shareholder of TB&C Bancshares. W. Walter Miller, Jr., the
brother-in-law of Elizabeth C. Ogie, is a director of W.C. Bradley Co. and
Senior Vice President and a director of TSYS. Stephen T. Butler, the nephew of
William B. Turner, is an officer and director of W.C. Bradley Co., an officer,
director and shareholder of TB&C Bancshares and is a director of Columbus Bank.
W.B. Turner, Jr., the son of William B. Turner, is an officer and director of
W.C. Bradley Co., an officer, director and shareholder of TB&C Bancshares and a
director of Columbus Bank. John T. Turner, the son of William B. Turner, is an
officer and director of W.C. Bradley Co., a shareholder of TB&C Bancshares and a
director of Columbus Bank. Sarah T. Butler and Elizabeth T. Corn, the sisters of
William B. Turner, are shareholders of W.C. Bradley Co., are officers, directors
and shareholders of TB&C Bancshares and may be deemed to be principal
shareholders of Synovus as a result of their relationship with TB&C Bancshares.
Bradley & Hatcher, a law firm located in Columbus, Georgia, was paid
$67,184 for the performance of legal services on behalf of certain of
Synovus' subsidiaries during 1999. Richard Y. Bradley, a director of Synovus,
Columbus Bank and TSYS, is a partner of Bradley & Hatcher.
PRINCIPAL SHAREHOLDERS
The following table sets forth the number of shares of Synovus common stock
held by the only known holders of more than 5% of the outstanding shares of
Synovus common stock.
Percentage of
Shares of Outstanding Shares of
Synovus Common Stock Synovus Common Stock
Name and Address of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/99 as of 12/31/99
- ----------------------- ------------------------- ---------------------------
Synovus Trust Company 36,230,295<F1> 12.8%
1148 Broadway
Columbus, Georgia 31901
TB&C Bancshares, Inc.<F2> 27,716,207 10.0
1017 Front Avenue
Columbus, Georgia 31901
William B. Turner<F2> 30,429,151<F3><F4> 10.8
P.O. Box 120
Columbus, Georgia 31902
Sarah T. Butler<F2> 30,493,678<F3><F5> 10.8
P.O. Box 120
Columbus, Georgia 31902
Elizabeth T. Corn<F2> 30,890,401<F3><F6> 10.9
P.O. Box 120
Columbus, Georgia 31902
W.B. Turner, Jr.<F2> 30,427,141<F3><F7> 10.8
P.O. Box 120
Columbus, Georgia 31902
Stephen T. Butler<F2> 30,459,988<F3><F8> 10.8
P.O. Box 120
Columbus, Georgia 31902
Elizabeth C. Ogie<F2> 30,564,337<F3><F9> 10.8
P.O. Box 120
Columbus, Georgia 31902
- -----------------------------------
<FN>
<F1> As of December 31, 1999, the banking and trust company subsidiaries of
Synovus, including Columbus Bank through its wholly owned subsidiary
Synovus Trust Company, held in various fiduciary capacities a total of
37,290,513 shares of Synovus common stock as to which they possessed sole
or shared voting or investment power. Of this total, Synovus Trust Company
held 21,770,571 shares as to which it possessed sole investment power,
20,750,255 shares as to which it possessed sole voting power, 882,959
shares as to which it possessed shared voting power and 14,361,371 shares
as to which it possessed shared investment power. The other banking and
trust subsidiaries of Synovus held 1,002,906 shares as to which they
possessed sole voting power, 721,250 shares as to which they possessed sole
investment power and 201,441 shares as to which they possessed shared
voting or investment power. In addition, as of December 31, 1999, Synovus
Trust Company and the banking and trust subsidiaries of Synovus held in
various agency capacities an additional 22,273,854 shares of Synovus common
stock as to which they possessed no voting or investment power. Of this
additional amount as to which no voting or investment power was possessed,
Synovus Trust Company and the banking and trust subsidiaries of Synovus
held 22,117,766 and 156,088 shares, respectively. Synovus and its
subsidiaries disclaim beneficial ownership of all shares of Synovus common
stock which are held by them in various fiduciary and agency capacities.
<F2> TB&C Bancshares, Inc. is a "family bank holding company" organized by
William B. Turner (the Chairman of Synovus' Executive Committee) and his
sisters, Sarah T. Butler and Elizabeth T. Corn. The six directors of TB&C
Bancshares, Mr. Turner, Mmes. Butler and Corn, Elizabeth C. Ogie (the
daughter of Mrs. Corn), Stephen T. Butler (the son of Mrs. Butler), and
William B. Turner, Jr. (the son of Mr. Turner), are each construed to be
the beneficial owners of the 27,716,207 shares of Synovus common stock
beneficially owned by TB&C Bancshares. As TB&C Bancshares owns 10% of
the outstanding shares of Synovus common stock, TB&C Bancshares is
registered as a bank holding company. To the best of Synovus' knowledge,
the shares of Synovus common stock beneficially owned by TB&C Bancshares
qualify for ten votes per share, subject to the completion by TB&C
Bancshares of the Certification contained on its proxy card.
<F3> Includes 14,404,364 shares of Synovus common stock individually owned by
TB&C Bancshares; 2,620,493 shares held by a charitable foundation of which
each of the directors of TB&C Bancshares is a trustee; in the case of Mrs.
Corn and Mrs. Ogie, 126,599 shares of Synovus common stock held by a
charitable foundation of which Mrs. Corn and Mrs. Ogie are trustees; and
13,311,843 shares of Synovus common stock beneficially owned by TB&C
Bancshares pursuant to a lease agreement between TB&C Bancshares and
Synovus Trust Company as Trustee of three trusts for the benefit of Mr.
Turner, Mrs. Butler and Mrs. Corn and their respective descendants.
Pursuant to the agreement, TB&C Bancshares leases from Synovus Trust
Company as Trustee of such trusts voting and certain other rights with
respect to the shares of Synovus common stock held in the trusts.
<F4> In addition to the shares of Synovus common stock described in footnote 3
above, Mr. Turner possessed sole voting and investment power with respect
to 72,634 shares and shared voting or investment power with respect to
19,817 shares of Synovus common stock.
<F5> In addition to the shares of Synovus common stock described in footnote 3
above, Mrs. Butler possessed sole voting and investment power with respect
to 65,430 shares and shared voting or investment power with respect to
91,548 shares of Synovus common stock.
<F6> In addition to the shares of Synovus common stock described in footnote 3
above, Mrs. Corn possessed sole voting and investment power with respect to
6,229 shares and shared voting or investment power with respect to 420,873
shares of Synovus common stock.
<F7> In addition to the shares of Synovus common stock described in footnote 3
above, Mr. Turner possessed sole voting and investment power with respect
to 74,800 shares and shared voting or investment power with respect to
15,641 shares of Synovus common stock.
<F8> In addition to the shares of Synovus common stock described in footnote 3
above, Mr. Butler possesssed sole voting and investment power with respect
to 118,344 shares and shared voting or investment power with respect to
4,944 shares of Synovus common stock.
<F9> In addition to the shares of Synovus common stock described in footnote 3
above, Mrs. Ogie possessed sole voting and investment power with respect to
68,551 shares and shared voting or investment power with respect to 32,487
shares of Synovus common stock.
</FN>
RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF
SYNOVUS' SUBSIDIARIES AND AFFILIATES
BENEFICIAL OWNERSHIP OF TSYS COMMON STOCK BY COLUMBUS BANK
The following table sets forth, the number of shares of TSYS common stock
beneficially owned by Columbus Bank, the only known beneficial owner of more
than 5% of the issued and outstanding shares of TSYS common stock, as of
December 31, 1999.
Percentage of
Shares of Outstanding Shares of
TSYS Common Stock TSYS Common Stock
Name and Address of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/99 as of 12/31/99
- ----------------------- ------------------------ ------------------------
Columbus Bank
and Trust Company 157,455,980<F1><F2> 80.8%
1148 Broadway
Columbus, Georgia 31901
- -----------------
<FN>
<F1> Columbus Bank individually owns these shares.
<F2> As of December 31, 1999, Synovus Trust Company held in various fiduciary
capacities a total of 1,639,923 shares (.84%) of TSYS common stock. Of this
total, Synovus Trust Company held 1,306,403 shares as to which it possessed
sole voting power, 1,263,558 shares as to which it possessed sole
investment power, 285,569 shares as to which it possessed shared voting
power and 292,719 shares as to which it possessed shared investment power.
In addition, as of December 31, 1999, Synovus Trust Company held in various
agency capacities an additional 2,087,506 shares of TSYS common stock as to
which it possessed no voting or investment power. Synovus and Synovus Trust
Company disclaim beneficial ownership of all shares of TSYS common stock
which are held by Synovus Trust Company in various fiduciary and agency
capacities.
</FN>
Columbus Bank, by virtue of its ownership of 157,455,980 shares, or 80.8%
of the outstanding shares of TSYS common stock on December 31, 1999, presently
controls TSYS. Synovus presently controls Columbus Bank.
INTERLOCKING DIRECTORATES OF SYNOVUS, COLUMBUS BANK AND TSYS
Seven of the members of and nominees to serve on Synovus' Board of
Directors also serve as members of the Boards of Directors of TSYS and Columbus
Bank. They are James H. Blanchard, Richard Y. Bradley, Gardiner W. Garrard, Jr.,
John P. Illges, III, H. Lynn Page, William B. Turner and James D. Yancey.
Elizabeth C. Ogie serves as a member of the Board of Directors of Columbus Bank,
but does not serve as a member of the Board of Directors of TSYS. Mason H.
Lampton serves on the Board of Directors of TSYS and as an Advisory Director of
Columbus Bank.
TSYS COMMON STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth the number of shares of TSYS common stock
beneficially owned by each of Synovus' directors, by each executive officer
named in the Summary Compensation Table on page 15 and by all directors and
executive officers as a group as of December 31, 1999.
- --------------------------------------------------------------------------------
Shares of TSYS Shares of TSYS Percentage of
Common Stock Common Stock Total Outstanding
Beneficially Beneficially Shares Shares of
Owned with Owned with of TSYS TSYS Common
Sole Voting Shared Voting Common Stock Stock
and Investment and Investment Beneficially Beneficially
Power as of Power as of Owned as of Owned as of
Name 12/31/99 12/31/99 12/31/99 12/31/99
- --------------------------- ------------------- --------------------- ------------------- -------------
Richard E. Anthony ----- ----- ----- ---
Joe E. Beverly ----- ----- ----- ---
James H. Blanchard 783,443 360,480 1,143,923 *
Richard Y. Bradley 21,652 5,000 26,652 *
Walter M. Deriso, Jr. 3,853 3,829 7,682 *
C. Edward Floyd, M.D. ----- ----- ----- ---
Gardiner W. Garrard, Jr. 12,646 ----- 12,646 *
G. Sanders Griffith, III 19,422<F1> ----- 19,422 *
V. Nathaniel Hansford ----- 1,552 1,552 *
John P. Illges, III 103,797 81,750 185,547 *
Mason H. Lampton 39,647 104,234<F2> 143,881 *
Elizabeth C. Ogie 10,200 41,447<F3> 51,647 *
H. Lynn Page 347,546 314,596<F4> 662,142 *
Robert V. Royall 60,000 ----- 60,000 *
Melvin T. Stith ----- ----- ----- ---
William B. Turner 159,790 576,000 735,790 *
James D. Yancey 785,295 24,208 809,503 *
Directors and Executive
Officers as a Group
(21 persons) 2,366,001 1,513,096 3,879,097 2.0
*Less than one percent of the outstanding shares of TSYS common stock.
- -------------------
<FN>
<F1> Includes 16,734 shares of TSYS common stock with respect to which Mr.
Griffith has no investment power.
<F2> Includes 28,800 shares of TSYS common stock held in a trust for which Mr.
Lampton is not the trustee. Mr. Lampton disclaims beneficial ownership of
such shares.
<F3> Includes 39,168 shares of TSYS common stock held by a charitable foundation
of which Mrs. Ogie is a trustee.
<F4> Includes 48,742 shares of TSYS common stock held by a charitable foundation
of which Mr. Page is a trustee.
</FN>
TRANSACTIONS AND AGREEMENTS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND
CERTAIN OF SYNOVUS' SUBSIDIARIES
During 1999, Columbus Bank and certain of Synovus' other banking
subsidiaries received bankcard data processing services from TSYS. The bankcard
data processing agreement between Columbus Bank and TSYS can be terminated by
Columbus Bank upon 60 days prior written notice to TSYS or terminated by TSYS
upon 180 days prior written notice to Columbus Bank. During 1999, TSYS derived
$8,049,915 in revenues from Columbus Bank and certain of Synovus' other banking
subsidiaries for the performance of bankcard data processing services and
$221,844 in revenues from Synovus and its subsidiaries for the performance of
other data processing services. TSYS' charges to Columbus Bank and Synovus'
other banking subsidiaries for bankcard and other data processing services are
comparable to, and are determined on the same basis as, charges by TSYS to
similarly situated unrelated third parties.
Synovus Service Corp., a wholly owned subsidiary of Synovus, provides
various services to Synovus' subsidiary companies, including TSYS. TSYS and
Synovus Service Corp. are parties to a Lease Agreement pursuant to which Synovus
Service Corp. leased from TSYS office space for lease payments aggregating
$51,594 during 1999. Synovus Service Corp. also paid
TSYS $382,840 during 1999 for data processing services. The terms of these
transactions are comparable to those which could have been obtained in
transactions with unaffiliated third parties.
Synovus and TSYS and Synovus Service Corp. and TSYS are parties to
Management Agreements (having one year, automatically renewable, unless
terminated, terms), pursuant to which Synovus and Synovus Service Corp. provide
certain management services to TSYS. During 1999, these services included human
resource services, maintenance services, security services, communication
services, corporate education services, travel services, investor relations
services, corporate governance services, legal services, regulatory and
statutory compliance services, executive management services performed on behalf
of TSYS by certain of Synovus' officers and financial services. As compensation
for management services provided during 1999, TSYS paid Synovus and Synovus
Service Corp. management fees of $1,524,780 and $10,639,179, respectively.
Management fees are subject to future adjustments based upon charges at the time
by unrelated third parties for comparable services.
During 1999, Synovus Trust Company served as trustee of various employee
benefit plans of TSYS. During 1999, TSYS paid Synovus Trust Company trustee's
fees under these plans of $317,081.
During 1999, Columbus Depot Equipment Company, a wholly owned subsidiary of
TSYS, and Columbus Bank and 9 of Synovus' other subsidiaries were parties to
Lease Agreements pursuant to which Columbus Bank and 9 of Synovus' other
subsidiaries leased from Columbus Depot Equipment Company computer related
equipment for bankcard and bank data processing services for lease payments
aggregating $80,490. The terms, conditions and rental rates provided for
in these Agreements are comparable to corresponding terms, conditions and rates
provided for in leases of similar equipment offered by unrelated third parties.
During 1999, Synovus Technologies, Inc., a wholly owned subsidiary of
Synovus, paid TSYS $143,405 for data links, network services and other
miscellaneous items related to the data processing services which Synovus
Technologies provides to its customers, which amount was reimbursed to Synovus
Technologies by its customers. During 1999, Synovus Technologies paid TSYS
$24,900 primarily for computer processing services. During 1999, TSYS paid
Synovus Technologies $765,741 for lockbox services. The charges for processing
and other services are comparable to those between unrelated third parties.
During 1999, TSYS and Columbus Bank were also parties to a Lease Agreement
pursuant to which TSYS leased office space from Columbus Bank for lease payments
of $36,308. The terms, conditions and rental rates provided for in this Lease
Agreement are comparable to corresponding terms, conditions and rates provided
for in leases of similar facilities offered by unrelated third parties in the
Columbus, Georgia area. In addition, TSYS paid Columbus Bank $345,893 during
1999 for marketing rights. These charges are comparable to those between
unrelated third parties.
During 1999, Synovus, Columbus Bank and other Synovus subsidiaries paid to
Columbus Productions, Inc. and TSYS Total Solutions, Inc., wholly owned
subsidiaries of TSYS, an aggregate of $5,403,294 for printing, correspondence
and facilities management services. The charges for these services are
comparable to those between unrelated third parties.
During 1999, TSYS and its subsidiaries were paid $1,865,621 of interest by
Columbus Bank in connection with deposit accounts with, and commercial paper
purchased from, Columbus Bank. These interest rates are comparable to those in
transactions between unrelated third parties.
TSYS has entered into an agreement with Columbus Bank with respect to the
use of aircraft owned or leased by Columbus Bank and W.C.B. Air L.L.C. Columbus
Bank and W.C.B.Air are parties to a Joint Ownership Agreement pursuant to which
they jointly own or lease aircraft. TSYS paid Columbus Bank $881,970 for its
use of the aircraft during 1999. The charges payable by TSYS to Columbus Bank in
connection with its use of this aircraft approximate charges available to
unrelated third parties in the State of Georgia for use of comparable aircraft
for commercial purposes.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Synovus'
officers and directors, and persons who own more than ten percent of Synovus
common stock, to file reports of ownership and changes in ownership on Forms 3,4
and 5 with the Securities and Exchange Commission and the New York Stock
Exchange. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish Synovus with copies of all Section 16(a)
forms they file.
To Synovus' knowledge, based solely on its review of the copies of such
forms received by it, and written representations from certain reporting persons
that no Forms 5 were required for those persons, Synovus believes that during
the fiscal year ended December 31, 1999 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with, except that Ms. James filed an amended Form 3 to
correctly state her beneficial ownership of shares.
INDEPENDENT AUDITORS
On March 1, 2000, Synovus' Board of Directors appointed KPMG LLP as the
independent auditors to audit the consolidated financial statements of Synovus
and its subsidiaries for the fiscal year ending December 31, 2000. The Board of
Directors knows of no direct or material indirect financial interest by KPMG in
Synovus or any of its subsidiaries, or of any connection between KPMG and
Synovus or any of its subsidiaries, in any capacity as promoter, underwriter,
voting trustee, director, officer, shareholder or employee.
Representatives of KPMG will be present at Synovus' 2000 Annual Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
GENERAL INFORMATION
FINANCIAL INFORMATION
Detailed financial information for Synovus and its subsidiaries for its
1999 fiscal year is included in Synovus' 1999 Annual Report that is being mailed
to Synovus' shareholders together with this Proxy Statement.
SHAREHOLDER PROPOSALS FOR THE 2001 PROXY STATEMENT
Any shareholder satisfying the Securities and Exchange Commission
requirements and wishing to submit a proposal to be included in the Proxy
Statement for the 2001 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 16,
2000 in order to consider it for inclusion in the Proxy Statement for the 2001
Annual Meeting of Shareholders.
DIRECTOR NOMINEES OR OTHER BUSINESS FOR PRESENTATION AT THE ANNUAL MEETING
Shareholders who wish to present director nominations or other business at
the Annual Meeting are required to notify the Secretary of their intent at least
45 days but not more than 90 days before March 16, 2001 and the notice must
provide information as required in the bylaws. A copy of these bylaw
requirements will be provided upon request in writing to the Secretary, Synovus
Financial Corp., 901 Front Avenue, Suite 301, Columbus, Georgia 31901.
This requirement does not apply to the deadline for submitting shareholder
proposals for inclusion in the Proxy Statement (see "Shareholder Proposals for
the 2001 Proxy Statement" above), nor does it apply to questions a shareholder
may wish to ask at the meeting.
SOLICITATION OF PROXIES
Synovus will pay the cost of soliciting proxies. Proxies may be solicited
on behalf of Synovus by directors, officers or employees by mail, in person or
by telephone, facsimile or other electronic means. Synovus will reimburse
brokerage firms, nominees, custodians, and fiduciaries for their out-of-pocket
expenses for forwarding proxy materials to beneficial owners.
The above Notice of Annual Meeting and Proxy Statement are sent by order of
the Synovus Board of Directors.
By Order of the Board of Directors
/s/JAMES H. BLANCHARD
JAMES H. BLANCHARD
Chairman of the Board, Synovus Financial Corp.
March 16, 2000