SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended 1999 or
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[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from_____ to_______
Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization Identification No.)
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (706) 649-2387
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $1.00 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___________
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of February 11, 2000, 282,246,801 shares of the $1.00 par value
common stock of Synovus Financial Corp. were outstanding, and the aggregate
market value of the shares of $1.00 par value common stock of Synovus Financial
Corp. held by non-affiliates was approximately $3,481,000,000 (based upon the
closing per share price of such stock on said date).
Portions of the 1999 Annual Report to Shareholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated March 16, 2000 are incorporated in Part III of
this report.
The undersigned registrant hereby amends Item 14 of its Annual Report
on Form 10-K for the year ended December 31, 1999 by adding Exhibit 99.1, the
Annual Report on Form 11-K for the Synovus Financial Corp. Employee Stock
Purchase Plan for the year ended December 31, 1999, and by adding Exhibit 99.2,
the Annual Report on Form 11-K for the Synovus Financial Corp. Director Stock
Purchase Plan for the year ended December 31, 1999, as set forth below and in
the attached exhibits.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of
Synovus Financial Corp. and its subsidiaries are
specifically incorporated by reference from pages F-2
through F-24 of Synovus' 1999 Annual Report to
Shareholders, in response to Item 8, Part II,
Financial Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 1999 and
1998
Consolidated Statements of Income - Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in
Shareholders' Equity - Years Ended December
31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows -
Years Ended December 31, 1999, 1998 and 1997
Summary of Significant Accounting Policies - December
31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements - December
31, 1999, 1998 and 1997
Independent Auditors' Report
2. Financial Statement Schedules
Financial Statement Schedules - None applicable
because the required information has been
incorporated in the Consolidated Financial Statements
of Synovus Financial Corp. and its subsidiaries
incorporated by reference herein.
3. Exhibits
Exhibit
Number Description
------- --------------
3.1 Articles of Incorporation, as
amended, of Synovus Financial Corp.
("Synovus") incorporated by
reference to Exhibit 4(a) of
Synovus' Registration Statement on
Form S- 8 filed with the Securities
and Exchange Commission on July 23,
1990 (File No. 33-35926).
3.2 Bylaws, as amended, of Synovus.
4.1 Form of Rights Agreement
incorporated by reference to Exhibit
4.1 of Synovus' Registration
Statement on Form 8- A dated April
28, 1999 filed with the Commission
on April 28, 1999 pursuant to
Section 12 of the Securities
Exchange Act of 1934, as amended.
9.1 Voting Lease Agreement incorporated
by reference to Exhibit 9.1 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1994, as filed with the
Commission on March 24, 1995.
10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.1 Employment Agreement of James D. Yancey with
Synovus incorporated by reference to Exhibit
10.1 of Synovus' Registration Statement on
Form S-1 filed with the Commission on December
18, 1990 (File No. 33-38244).
10.2 Incentive Bonus Plan of Synovus
incorporated by reference to Exhibit
10.5 of Synovus' Registration
Statement on Form S-1 filed with the
Commission on December 18, 1990
(File No. 33-38244).
10.3 Director Stock Purchase Plan of Synovus.
10.4 Key Executive Restricted Stock Bonus
Plan of Synovus incorporated by
reference to Exhibit 10.6 of
Synovus' Registration Statement on
Form S-1 filed with the Commission
on December 18, 1990 (File No.
33-38244).
10.5 1989 Stock Option Plan of Synovus
incorporated by reference to Exhibit
"A" of Synovus' Registration
Statement on Form S-8 filed with the
Commission on July 23, 1990 (File
No. 33-35926), which Option Plan was
amended on March 16, 1992 to
eliminate the stock appreciation
rights feature of the outstanding
options under the Plan and reduce
the exercise price from $16 5/8 per
share to $9.70 per share.
10.6 Consulting Agreement of H. Lynn Page
with Synovus incorporated by
reference to Exhibit 10.6 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.7 Excess Benefit Agreement of Synovus
incorporated by reference to Exhibit
10.7 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994, as filed with the
Commission on March 24, 1995.
10.8 Wage Continuation Agreement of
Synovus incorporated by reference to
Exhibit 10.8 of Synovus' Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992, as
filed with the Commission on March
29, 1993.
10.9 1991 Stock Option Plan for Key
Executives of Synovus incorporated
by reference to Exhibit 10.9 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.10 Synovus Financial Corp. 1992 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.10 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992, as filed with the
Commission on March 29, 1993.
10.11 Agreement in Connection with Use of
Aircraft incorporated by reference
to Exhibit 10.11 of Synovus' Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992, as
filed with the Commission on March
29, 1993.
10.12 Life Insurance Trusts incorporated
by reference to Exhibit 10.12 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.13 Supplemental Compensation Agreement,
Incentive Compensation Agreements
and Performance Compensation
Agreement with Richard E. Anthony;
which Agreements were assumed by
Synovus on December 31, 1992 as a
result of its acquisition of First
Commercial Bancshares, Inc.; and
which stock awards made pursuant to
the Agreements were converted at a
ratio of 1.5 to 1, the exchange
ratio applicable to the merger
incorporated by
reference to Exhibit 10.13 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1992, as filed with the
Commission on March 29, 1993.
10.14 1993 Split Dollar Insurance
Agreement of Synovus incorporated by
reference to Exhibit 10.14 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1993, as filed with the
Commission on March 28, 1994.
10.15 1995 Split Dollar Insurance
Agreement of Synovus incorporated by
reference to Exhibit 10.15 of
Synovus' Annual Report on Form 10-K
for the fiscal year ended December
31, 1994, as filed with the
Commission on March 24, 1995.
10.16 Synovus Financial Corp. 1994 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.16 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1994, as filed with the
Commission on March 24, 1995.
10.17 Employment Agreement of Robert V. Royall, Jr.
incorporated by reference to Exhibit 10.17 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as filed
with the Commission on March 25, 1996.
10.18 Synovus Financial Corp. Executive Bonus
Plan incorporated by reference to Exhibit
10.18 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1995,
as filed with the Commission on March
25, 1996.
10.19 Change of Control Agreements
incorporated by reference to Exhibit 10.19 of
Synovus' Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, as filed
with the Commission on March 25, 1996.
10.20 Consulting Agreement of Joe E. Beverly
incorporated by reference to Exhibit 10.20
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, as
filed with the Commission on March 6, 1997.
10.21 Employment Agreement of James H. Blanchard
incorporated by reference to Exhibit 10 of
Synovus' Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999, as
filed with the Commision on
November 15, 1999.
10.22 Synovus Financial Corp. 2000 Long-Term
Incentive Plan.
13.1 Certain specified pages of Synovus' 1999
Annual Report to Shareholders which are
specifically incorporated herein by reference.
20.1 Proxy Statement, for the Annual Meeting of
Shareholders of Synovus to be held on
April 20, 2000, certain specified pages of
which are specifically incorporated herein by
reference.
21.1 Subsidiaries of Synovus Financial Corp.
23.1 Independent Auditors' Consents.
24.1 Powers of Attorney contained on the signature
pages of the 1999 Annual Report on Form 10-K.
27.1 Financial Data Schedule (for SEC use only).
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan
for the year ended December 31, 1999.
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock Purchase Plan
for the year ended December 31, 1999.
Synovus agrees to furnish the Commission, upon request, a copy of each
instrument with respect to issues of long-term debt. The principal amount of any
individual instrument, which has not been previously filed, does not exceed ten
percent of the total assets of Synovus and its subsidiaries on a consolidated
basis.
(b) Reports on Form 8-K
On January 12, 2000, Synovus filed a Form 8-K with the
Commission in connection with the announcement of its earnings for the year
ended December 31, 1999.
Filings\snv\11k-a.wpd
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYNOVUS FINANCIAL CORP.
(Registrant)
April 27, 2000 By:/s/James H. Blanchard
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James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
23.1 Auditors' Consents
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan for
the year ended December 31, 1999.
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock Purchase Plan for
the year ended December 31, 1999.