[LOGO](R)
SYNOVUS(Registration Mark)
FINANCIAL CORP.
JAMES H. BLANCHARD
CHAIRMAN OF THE BOARD
March 8, 1996
Dear Shareholder:
The Annual Meeting of the Shareholders of Synovus Financial Corp. will be
held on April 25, 1996 in the North Hall of the Columbus, Georgia Convention &
Trade Center, beginning at 10:00 o'clock A.M., E.T., for the purposes set forth
in the accompanying Notice of Annual Meeting of Shareholders and Proxy
Statement.
We encourage you to attend the Annual Meeting of Shareholders and let us
give you a review of 1995. 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 complete the enclosed Proxy Card, including the
Certificate of Beneficial Owner on the reverse side of the Proxy, and mail it to
us promptly.
Thank you for helping us make 1995 a good year. We look forward to your
continued support in 1996 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 ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Synovus Financial Corp. ("Synovus") will be held in the North Hall of the
Columbus, Georgia Convention & Trade Center, on April 25, 1996, at 10:00 o'clock
A.M., E.T., for:
(1) The election of seven nominees as Class II directors of Synovus to serve
until the 1999 Annual Meeting of Shareholders;
(2) To approve the Synovus Financial Corp. Executive Bonus Plan; and
(3) The transaction of such other business as may properly come before the
Annual Meeting.
Information relating to the above matters is set forth in the accompanying
Proxy Statement.
Only shareholders of record at the close of business on February 23, 1996
will be entitled to notice of and to vote at the Annual Meeting.
/s/G. S. Griffith, III
G. SANDERS GRIFFITH, III
Secretary
Columbus, Georgia
March 8, 1996
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING IN PERSON, PLEASE
VOTE, DATE AND SIGN THE ENCLOSED PROXY, COMPLETE AND SIGN THE CERTIFICATE OF
BENEFICIAL OWNER ON THE REVERSE SIDE OF THE ENCLOSED PROXY, AND RETURN THEM
PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH DOES NOT REQUIRE ANY POSTAGE IF
MAILED IN THE UNITED STATES.
SYNOVUS(R)
FINANCIAL CORP.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 25, 1996
I. INTRODUCTION
A. Purposes of Solicitation -- Terms of Proxies.
The Annual Meeting of the Shareholders ("Annual Meeting") of Synovus
Financial Corp. ("Synovus") will be held on April 25, 1996 for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders and in this
Proxy Statement. The enclosed Proxy is solicited BY AND ON BEHALF OF SYNOVUS'
BOARD OF DIRECTORS in connection with such Annual Meeting, or any adjournment
thereof. The costs of the solicitation of Proxies by Synovus' Board of Directors
will be paid by Synovus. Forms of Proxies and Proxy Statements will also be
distributed through brokers, banks, nominees, custodians and other like parties
to the beneficial owners of shares of the $1.00 par value common stock of
Synovus ("Synovus Common Stock"), and Synovus will reimburse such parties for
their reasonable out-of-pocket expenses therefor. Synovus' mailing address is
Post Office Box 120, Columbus, Georgia 31902-0120.
The shares represented by the Proxy in the accompanying form, which when
properly executed, returned to Synovus' Board of Directors and not revoked, will
be voted in accordance with the instructions specified in such Proxy. If a
choice is not specified in a Proxy, the shares represented by such Proxy will be
voted "FOR" the election of the seven nominees for election as Class II
directors of Synovus named herein and in accordance with the recommendations of
the Board of Directors on the other matters brought before the Meeting.
Each Proxy granted may be revoked in writing at any time before the
authority granted thereby is exercised. Attendance at the Annual Meeting will
constitute a revocation of the Proxy for such Annual Meeting if the maker
thereof elects to vote in person.
This Proxy Statement and the enclosed Proxy are being first mailed to
shareholders on or about March 8, 1996.
B. Shareholder Proposals.
From time to time, Synovus' shareholders may present proposals which may be
proper subjects for inclusion in Synovus' Proxy Statement for consideration at
Synovus' Annual Meeting. To be considered for inclusion, shareholder proposals
must be submitted on a timely basis. Proposals for Synovus' 1997 Annual Meeting
must be received by Synovus no later than November 8, 1996, and any such
proposals, as well as any questions related thereto, should be directed to the
Secretary of Synovus.
1
C. Securities Entitled to Vote and Record Date.
Only shareholders of record at the close of business on February 23, 1996
are entitled to vote at the Annual Meeting, or any adjournment thereof. As of
that date, there were 77,264,014 shares of Synovus Common Stock outstanding and
entitled to vote. Synovus owned 43,930 shares of Synovus Common Stock on
February 23, 1996 as treasury shares, which are not considered to be outstanding
and are not entitled to be voted at the Annual Meeting. In accordance with the
amendment to Synovus' Articles of Incorporation which was adopted by the
shareholders of Synovus and became effective on April 24, 1986 (the "Voting
Amendment"), a holder of Synovus Common Stock will be entitled to ten votes on
each matter submitted to a vote of shareholders for each share of Synovus Common
Stock beneficially owned on February 23, 1996 which: (1) has had the same
beneficial owner since February 23, 1992; (2) was acquired by reason of
participation in a dividend reinvestment plan offered by Synovus and is held by
the same beneficial owner for whom it was acquired under such plan; (3) is held
by the same beneficial 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 such issuance specifically reference and grant such
rights; (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 beneficial owner for whom it
was acquired under any such plan; (5) is held by the same beneficial 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 reference and grant such
rights; (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 beneficial owner since,
February 23, 1992; (7) has been beneficially 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 beneficially owned
under the provisions of (1)-(7) above, is the beneficial owner of less than
337,500 shares of Synovus Common Stock (which amount has been appropriately
adjusted to reflect the three-for-two stock splits effected in the form of 50%
stock dividends paid on October 1, 1986, October 3, 1988 and April 1, 1993,
respectively, 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 occurring after April 24, 1986).
Shareholders of shares of Synovus Common Stock not described above are entitled
to one vote per share for each such 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 ("SEC") and is traded on the New York Stock Exchange ("NYSE"),
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, such rule contains a "grandfather"
provision, under which Synovus' Voting Amendment 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 reverse side of the
Proxy in order for any of the shares represented by the Proxy to be entitled to
ten votes per share.
SHAREHOLDERS AND BENEFICIAL OWNERS WHO DO NOT COMPLETE THE CERTIFICATIONS ON THE
REVERSE SIDES OF THEIR PROXY CARDS AND WHO WOULD, IF THEY HAD COMPLETED SUCH
CERTIFICATIONS, BE ENTITLED TO TEN VOTES PER SHARE, WILL BE ENTITLED TO ONLY ONE
VOTE PER SHARE.
2
D. Columbus Bank and Trust Company and Total System Services, Inc.
Synovus is the owner of all of the issued and outstanding shares of voting
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.(SM) ("TSYS(R)"), a bankcard data processing company having 64,644,361
shares of $.10 par value voting common stock ("TSYS Common Stock") outstanding
on February 23, 1996.
II. ELECTION OF DIRECTORS
A. Information Concerning Directors and Nominees.
(1) Number and Classification of Directors.
In accordance with the vote of shareholders taken at Synovus' 1995 Annual
Meeting, the number of members of Synovus' Board of Directors was set at 20.
Synovus' Board of Directors is currently comprised of 20 members. The 20 members
who comprise Synovus' Board of Directors are divided into three classes of
directors: Class I directors, Class II directors and Class III directors, with
each of such Classes of directors serving staggered 3-year terms. At Synovus'
1995 Annual Meeting, Class I directors were elected to serve 3-year terms to
expire at Synovus' 1998 Annual Meeting and at Synovus' 1994 Annual Meeting,
Class III directors were elected to serve 3-year terms to expire at Synovus'
1997 Annual Meeting. The terms of office of the Class II directors expire at
Synovus' 1996 Annual Meeting. Given the division of Synovus' Board of Directors
into three classes, shareholders who do not favor the policies of Synovus' Board
of Directors would require at least two Annual Meetings of Shareholders to
replace a majority of the members of the Board.
(2) Nominees for Class II Directors and Vote Required.
Synovus' Board of Directors has selected seven nominees which it proposes
for election to Synovus' Board as Class II directors. The nominees for Class II
directors of Synovus will be elected to serve 3-year terms that will expire at
Synovus' 1999 Annual Meeting. The seven nominees for Class II directors of
Synovus are: Richard E. Anthony, Joe E. Beverly, Mason H. Lampton, John L.
Moulton, Elizabeth C. Ogie, John T. Oliver, Jr. and William L. Pherigo. Proxies
cannot be voted at the 1996 Annual Meeting for a greater number of persons than
the number of nominees named.
Under Georgia law, a majority of the issued and outstanding shares of
Synovus Common Stock entitled to vote must be represented at the 1996 Annual
Meeting to constitute a quorum. However, as is allowed by Georgia law, under
Synovus' bylaws and the Voting Amendment, a majority of the votes entitled to be
cast by the holders of all of the issued and outstanding shares of Synovus
Common Stock entitled to vote must be represented at the 1996 Annual Meeting in
order to constitute a quorum. Under both Georgia law and Synovus' bylaws, all
shares represented at the meeting, including shares abstaining and withholding
authority, are counted for purposes of determining whether a quorum exists. The
nominees for election as directors at the Annual Meeting who receive the
greatest number of votes (a plurality), a quorum being present, shall become
directors at the conclusion of the tabulation of votes. Thus, once a quorum has
been established, abstentions and broker non-votes have no effect upon the
election of directors. The shares represented by Proxies executed for Synovus'
1996 Annual Meeting in such manner as not to withhold authority to vote for the
election of any nominee for Synovus' Board of Directors shall be voted "FOR" the
election of the seven nominees for Class II directors on Synovus' Board named
herein.
If any nominee for Class II director of Synovus becomes unavailable for any
reason before Synovus' 1996 Annual Meeting, the shares represented by executed
Proxies may be voted for such substitute nominee as may be determined by the
holders of such Proxies. It is not anticipated that any nominee will be
unavailable for election.
3
SYNOVUS' BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
SEVEN NOMINEES FOR ELECTION AS CLASS II DIRECTORS ON SYNOVUS' BOARD SET FORTH
HEREIN.
B. Information Concerning Directors and Nominees for Class II Directors.
(1) General Information.
The following table sets forth the name, age, principal occupation and
employment (which, except as noted, has been for the past five years) of each of
the seven nominees for election as Class II directors of Synovus and the
remaining directors who will continue to serve on Synovus' Board of Directors,
his or her director classification, length of service as a director of Synovus,
any family relationships with other directors or executive officers of Synovus,
and any Board of Directors of which he or she is a member with respect to any
company with a class of securities registered with the SEC pursuant to Section
12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any
company which is subject to the requirements of Section 15(d) of that Act,
including TSYS, or any company registered with the SEC as an investment company
under the Investment Company Act of 1940 ("Public Company").
Synovus Year
Director First Principal Occupation
Classifi- Elected and Other Directorships
Name Age cation Director of Public Companies
- ------------------------------ ----- ---------- ------------ --------------------------
Daniel P. Amos 44 III 1991 Chief Executive Officer and
Director, AFLAC Incorporated
(Insurance Holding Company)
Richard E. Anthony<F1> 49 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 54 II 1983 Vice Chairman of the Board,
Synovus Financial Corp.; Chairman
of the Board, Commercial Bank,
Thomasville, Georgia (Banking
Subsidiary of Synovus); Director,
Davis Water & Waste Industries,
Inc.
James H. Blanchard 54 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<F2> 57 III 1991 Partner, Bradley & Hatcher (Law
Firm); Director, Total System
Services, Inc.
Stephen L. Burts, Jr.<F3> 43 I 1992 President and Chief Financial
Officer, Synovus Financial Corp.
Salvador Diaz-Verson, Jr.<F4> 44 III 1985 Chairman of the Board,
Diaz-Verson Capital Investments,
Inc. (Investments and Money
Management); Chairman of the
Board, Diaz-Verson Funds Inc.;
Director, Clemente Capital, Inc.,
Miramar Securities, Inc. and Total
System Services, Inc.
C. Edward Floyd, M.D 61 I 1995 Vascular Surgeon
Gardiner W. Garrard, Jr. 55 I 1972 President, The Jordan Company
(Real Estate Development);
Director, Total System Services,
Inc.
V. Nathaniel Hansford 52 I 1985 Professor and Dean Emeritus --
School of Law, University of
Alabama
4
Synovus Year
Director First Principal Occupation
Classifi- Elected and Other Directorships
Name Age cation Director of Public Companies
- ------------------------------ ----- ---------- ------------ --------------------------
Mason H. Lampton 48 II 1993 President, The Hardaway Company
(Construction Company); Director,
Total System Services, Inc.
John L. Moulton 68 II 1980 President, Moulton, Lane & Hardin,
Inc. (Insurance, Estate Planning and
Employee Benefits); Chairman of
the Board, Security Bank and Trust
Company of Albany (Banking
Subsidiary of Synovus)
Elizabeth C. Ogie<F5> 45 II 1993 Philanthropist
John T. Oliver, Jr.<F6> 66 II 1993 Vice Chairman of the Executive
Committee, Synovus Financial
Corp.; Chairman of the Board, First
National Bank of Jasper (Banking
Subsidiary of Synovus)
H. Lynn Page 55 I 1978 Vice Chairman of the Board
(Retired) and Director, Synovus
Financial Corp., Columbus Bank
and Trust Company and Total
System Services, Inc.
William L. Pherigo<F7> 54 II 1995 President and Chief Executive
Officer, The National Bank of
South Carolina (Banking Subsidiary
of Synovus)
Robert V. Royall, Jr. 61 I 1995 Chairman of the Board, The
National Bank of South Carolina
(Banking Subsidiary of Synovus);
Director, Blue Cross Blue Shield of
South Carolina; Secretary of
Commerce, State of South Carolina
William B. Turner<F5> 73 III 1972 Chairman of the Board, Columbus
Bank and Trust Company;
Chairman of the Executive
Committee, W.C. Bradley Co.
(Metal Manufacturer and Real
Estate); Director, The Coca-Cola
Company and Total System
Services, Inc.; Chairman of the
Executive Committee, Synovus
Financial Corp.
George C. Woodruff, Jr. 67 III 1972 Real Estate and Personal
Investments; Director, Total
System Services, Inc. and United
Cities Gas Company
James D. Yancey<F8> 54 I 1978 Vice Chairman of the Board,
Synovus Financial Corp. and
Columbus Bank and Trust
Company; Director, Total System
Services, 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>Richard Y. Bradley formed Bradley & Hatcher in September, 1995. From 1991
until 1995, Mr. Bradley served as President of Bickerstaff Clay Products
Company, Inc.
<F3>Stephen L. Burts, Jr. was elected President and Chief Financial Officer of
Synovus in March, 1992. Prior to 1992, Mr. Burts served in various capacities
with Synovus and/or Columbus Bank, including Executive Vice President and
Treasurer.
<F4>Salvador Diaz-Verson, Jr. formed Diaz-Verson Capital Investments, Inc. in
September, 1991. From 1985 until 1991, Mr. Diaz-Verson was President of AFLAC
Incorporated.
<F5>Elizabeth C. Ogie is William B. Turner's niece.
5
<F6>John T. Oliver, Jr. was elected Vice Chairman of the Executive Committee of
Synovus in September, 1995. Prior to 1995, Mr. Oliver served, and continues to
serve, as Chairman of the Board of Synovus Financial Corp. of Alabama and First
National Bank of Jasper, both of which companies are subsidiaries of Synovus.
<F7>William L. Pherigo was elected President and Chief Executive Officer of The
National Bank of South Carolina effective January, 1996. From 1991 until 1996,
Mr. Pherigo served as President and Chief Operating Officer of The National Bank
of South Carolina.
<F8>James D. Yancey was elected Vice Chairman of the Board of Synovus in March,
1992. Prior to 1992, 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.
(2) Synovus Common Stock Ownership of Directors and Management.
The following table sets forth, as of December 31, 1995, the number of
shares of Synovus Common Stock beneficially owned by each of Synovus' directors
and Synovus' five most highly compensated executive officers. To the best of
Synovus' knowledge, all shares of Synovus Common Stock beneficially owned by
such persons qualify for ten votes per share, subject to the completion by such
persons of the Certifications contained on the reverse side of their Proxy
Cards. Information relating to beneficial ownership of Synovus Common Stock is
based upon information furnished by each person or entity using "beneficial
ownership" concepts set forth in the rules of the SEC under Section 13(d) of the
Exchange Act.
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 12/31/95 as of 12/31/95 as of 12/31/95 12/31/95 12/31/95
- ---------------------- ------------------- -------------- -------------- -------------- --------------
Daniel P. Amos 24,415 135,912<F1> --- 160,327 .20%
Richard E. Anthony 149,669 21,587 7,752 179,008 .23
Joe E. Beverly 126,591 1,350 27,117 155,058 .20
James H. Blanchard 448,729 7,381 24,526 480,636 .62
Richard Y. Bradley 4,521 37,481 --- 42,002 .05
Stephen L. Burts, Jr. 42,103<F2> --- 26,189 68,292 .09
Salvador Diaz-Verson, Jr. 17,806 175 --- 17,981 .02
C. Edward Floyd, M.D. 323,763 44,999 --- 368,762 .48
Gardiner W. Garrard, Jr. 57,605 423,959 --- 481,564 .62
V. Nathaniel Hansford 60,231 113,212 --- 173,443 .22
Mason H. Lampton 118,892 81,488<F3> --- 200,380 .26
John L. Moulton 102,055 54 --- 102,109 .13
Elizabeth C. Ogie 9,364 9,037,456<F4><F5> --- 9,046,820 11.71
John T. Oliver, Jr. 214,909<F6> 27,535 9,218 251,662 .33
H. Lynn Page 265,118 3,412 --- 268,530 .35
William L. Pherigo 120,742<F7> 1,524 --- 122,266 .16
Robert V. Royall, Jr. 161,649<F8> 50,058 --- 211,707 .27
William B. Turner 27,661 9,002,249<F5> --- 9,029,910 11.69
George C. Woodruff, Jr. 36,794 --- --- 36,794 .05
James D. Yancey 306,393 13,275 14,658 334,326 .43
- ---------------------------
6
<FN>
<F1>Includes 22,700 shares of Synovus Common Stock held by a charitable
foundation of which Mr. Amos is a trustee.
<F2>Includes 6,750 shares of Synovus Common Stock with respect to which Mr.
Burts has options to acquire.
<F3>Includes 74,118 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 35,246 shares of Synovus Common Stock held by a charitable
foundation of which Mrs. Ogie is a trustee.
<F5>Includes 760,950 shares of Synovus Common Stock held by a charitable
foundation of which Mrs. Ogie and Mr. Turner are trustees and 8,235,427 shares
of Synovus Common Stock beneficially owned by TB&C Bancshares, Inc., of which
Mrs. Ogie and Mr. Turner are officers, directors and shareholders.
<F6> Includes 30,285 shares of Synovus Common Stock held by a charitable
foundation of which Mr. Oliver is trustee.
<F7> Includes 56,036 shares of Synovus Common Stock with respect to which Mr.
Pherigo has options to acquire.
<F8>Includes 61,979 shares of Synovus Common Stock with respect to which Mr.
Royall has options to acquire.
The following table sets forth information, as of December 31, 1995, with
respect to the beneficial ownership of Synovus Common Stock by all directors and
executive officers of Synovus as a group. To the best of Synovus' knowledge, all
shares of Synovus Common Stock beneficially owned by all directors and executive
officers of Synovus qualify for ten votes per share, subject to the completion
by such persons of the Certifications contained on the reverse sides of their
Proxy Cards.
Percentage of
Shares of Outstanding Shares of
Synovus Common Stock Synovus Common Stock
Name of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/95 as of 12/31/95
- ----------------------- ------------------------ ----------------------------
All directors
and executive
officers of Synovus
as a group 12,812,934 16.59%
(includes
23 persons)
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 Section VI(C) hereof captioned
"TSYS Common Stock Ownership of Directors and Management."
C. Board Committees and Attendance.
The business and affairs of Synovus are under the direction of Synovus'
Board of Directors. During 1995, Synovus' Board of Directors held six regular
meetings and one special meeting. During 1995, each of Synovus' directors
attended at least 75% of the aggregate meetings of Synovus' Board of Directors
and the Committees thereof on which he or she sat, except Daniel P. Amos, who
attended 72%.
John P. Illges, III, Senior Vice President of The Robinson-Humphrey
Company, Inc., serves as a non-voting advisory director of Synovus. Mr. Illges'
service as a non-voting advisory director of Synovus is required under the
provisions of The Glass-Steagall Act and Regulation R promulgated thereunder,
which forbid an individual associated with an entity engaged in the offering and
underwriting of securities from serving as a director of a national bank, or as
a director of a parent bank holding company of a national bank. Mr. Illges
continues to serve as a director of Columbus Bank and TSYS.
Synovus' Board of Directors has three principal committees -- an Audit
Committee, a Compensation Committee and an Executive Committee. There is no
Nominating Committee of Synovus' Board of Directors.
7
Audit Committee. The members of the Audit Committee of Synovus' Board of
Directors are: Gardiner W. Garrard, Jr., Chairman, Salvador Diaz-Verson, Jr. and
George C. Woodruff, Jr. The primary functions engaged in by Synovus' Audit
Committee include: (i) annually recommending to Synovus' Board the independent
certified public accountants ("Independent Auditors") 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 and its subsidiaries; (v) reviewing the
results of regulatory examinations of Synovus and its subsidiaries; (vi)
periodically reviewing the financial statements of Synovus and the consolidated
financial statements of Synovus and its subsidiaries; and (vii) considering such
other matters with regard to the internal and independent audit of Synovus and
its subsidiaries 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 1995, Synovus' Audit Committee held one meeting.
Compensation Committee. The members of the Compensation Committee of
Synovus' Board of Directors are: William B. Turner, Chairman, George C.
Woodruff, Jr. and Gardiner W. Garrard, Jr. The primary functions 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 and its subsidiaries 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 1995, Synovus' Compensation Committee held two meetings.
Executive Committee. The members of Synovus' Executive Committee are:
William B. Turner, Chairman, James H. Blanchard, Gardiner W. Garrard, Jr.,
George C. Woodruff, Jr., James D. Yancey, John T. Oliver, Jr. and Richard Y.
Bradley. During the intervals between meetings of Synovus' Board of Directors,
Synovus' Executive Committee possesses and may exercise any and all 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 1995, Synovus' Executive
Committee held five meetings.
D. Executive Officers.
The following table sets forth the name, age and position with Synovus of
each present executive officer of Synovus.
Name Age Position with Synovus
- ---------------------- --- -----------------------------------------------
James H. Blanchard 54 Chairman of the Board and Chief Executive Officer
William B. Turner 73 Chairman of the Executive Committee
John T. Oliver, Jr. 66 Vice Chairman of the Executive Committee
James D. Yancey 54 Vice Chairman of the Board
Joe E. Beverly 54 Vice Chairman of the Board
Richard E. Anthony 49 Vice Chairman of the Board
Stephen L. Burts, Jr. 43 President and Chief Financial Officer
G. Sanders Griffith, III 42 Senior Executive Vice President, General
Counsel and Secretary
Thomas J. Prescott 41 Executive Vice President and Treasurer
Jay C. McClung 47 Executive Vice President
Synovus' executive officers serve at the pleasure of Synovus' Board of
Directors. All of the executive officers of Synovus are members of Synovus'
Board of Directors, except G. Sanders Griffith, III, Thomas J. Prescott and Jay
C. McClung.
8
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 Treasurer of Synovus in
January, 1994. From 1987 until 1994, Mr. Prescott served in various capacities
with Synovus, including Senior Vice President. Jay C. McClung was elected
Executive Vice President of Synovus in January, 1995. From 1986 until 1995, Mr.
McClung served in various capacities with Columbus Bank, including Senior Vice
President.
III. DIRECTORS' PROPOSAL TO APPROVE THE
SYNOVUS FINANCIAL CORP. EXECUTIVE BONUS PLAN
Synovus' executive compensation program will include short-term incentive
bonus awards under the Synovus Financial Corp. Executive Bonus Plan (the "Plan")
beginning in 1996. The purposes of the Plan are to reward selected executive
officers for superior corporate performance and to attract and retain top
quality executive officers. Subject to approval by Synovus' shareholders,
compensation paid pursuant to the 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. The Chief Executive Officer and the four
highest compensated officers of Synovus and any publicly-traded subsidiary of
Synovus are eligible to participate in the Plan. Approximately 10 employees are
eligible to participate in the Plan. The Committee, as described below, has
discretion to select participants from among eligible employees from year to
year.
Description of Awards Under the Plan. Pursuant to the Plan, Synovus may
award incentive bonus opportunities to participants. Each fiscal year, the
Committee shall establish, in writing, the performance goals applicable to such
and/or any succeeding fiscal year. The performance measures which shall be used
to determine the amount of the incentive bonus award for each such performance
period shall be chosen from among the following for Synovus, any of its business
segments and/or any of its business units, unless and until the Committee
proposes a change in such measures for shareholder vote or applicable tax and/or
securities laws change to permit the Committee discretion to alter such
performance measures without obtaining shareholder approval: (i) return on
assets; (ii) net income; (iii) operating income; (iv) nonperforming assets
and/or loans as a percentage of total assets and/or loans; (v) return on capital
compared to cost of capital; (vi) earnings per share and/or earings per share
growth; (vii) return on equity; (viii) noninterest expense as a percentage of
total expense; (ix) loan charge-offs as a percentage of total loans; (x)
productivity and expense control; (xi) number of cardholder, merchant and/or
other customer accounts processed and/or converted by TSYS; (xii) successful
negotiation or renewal of contracts with new and/or existing customers by TSYS;
(xiii) stock price; and (xiv) asset growth. Awards shall be determined based on
the achievement of such preestablished performance goals, and shall be awarded
based on a percentage of a participant's base salary.
The Committee shall have no discretion to increase the amount of any award
under the Plan, but will retain the ability to eliminate or decrease an award
otherwise payable to a participant. The Committee shall certify, in writing,
that the performance goals have been met before any payments to participants may
be made. Payment of the incentive bonus award earned, if any, shall be made in
cash, as soon as practicable thereafter.
Termination of Employment. Any participant not employed by Synovus or a
publicly-traded subsidiary of Synovus on December 31 of any fiscal year will not
be entitled to an award unless otherwise determined by the Committee.
Maximum Amount Payable to Any Participant. The maximum amount payable for
each performance period under the Plan to any participant is one hundred fifty
percent (150%) of such participant's base salary; provided, however, that no
participant may receive an award for any performance period in excess of $1.5
million.
9
Deferral of Bonus Awards. Participants may elect to defer all or a portion
of an incentive bonus award payable under the Plan by providing an election, in
writing, to Synovus prior to the beginning of the year in which the incentive
bonus is to be earned. Deferred amounts shall earn interest at a rate equal to
the average annual short-term prime rate established by Columbus Bank for each
fiscal year.
Distributions of deferred amounts and interest earned thereon to
participants, or their beneficiaries, as applicable, shall be made in cash in
one lump sum or in up to 120 approximately equal monthly installments, as
determined by the Committee. Commencement of payment, in the form determined by
the Committee, shall begin within 30 days after the last day of the month of the
participant's termination of employment by reason of death (except by suicide)
or total disability, or at such time as determined by the Committee in the event
of termination of employment for any other reason; provided that no distribution
shall begin later than the date the participant attains age 70 1/2.
Amendment of the Plan. The Board of Directors may amend the Plan at any
time including amendments that increase the costs of the Plan and allocate
benefits between persons and groups in the table below differently; provided,
however, that no amendment shall be made without shareholder approval that
increases the maximum amount payable to any participant in excess of the limits
set forth above.
Duration of the Plan. The Plan shall remain in effect from the date it is
approved by Synovus' shareholders until the date it is terminated by the Board
of Directors. The Board of Directors may terminate the Plan at any time.
Administration. The Plan will be administered by the Compensation Committee
of the Board of Directors (the "Committee"). The Committee will be comprised of
two or more "outside" directors within the meaning of Section 162(m).
Estimate of Benefits. The amounts that will be paid pursuant to the Plan
are not currently determinable. The amounts that would have been awarded for
fiscal year 1995 if the Plan had been in effect and if the Chief Executive
Officer and the four highest compensated officers of Synovus participated in the
Plan are as follows:
NEW PLAN BENEFITS
SYNOVUS FINANCIAL CORP. EXECUTIVE BONUS PLAN
Name Position Dollar Value ($)
- ------------------------------- ----------------------------------- ---------------------
James H. Blanchard Chairman of the Board and Chief $ 356,250
Executive Officer
James D. Yancey Vice Chairman of the Board 224,250
Stephen L. Burts, Jr. President and Chief Financial 168,500
Officer
Joe E. Beverly Vice Chairman of the Board 154,500
John T. Oliver, Jr. Vice Chairman of the Executive 145,800
Committee
Executive Group 1,049,300
Non-Executive Director Group -0-
Non-Executive Officer Employee Group -0-
Adoption of the proposal requires an affirmative vote by the holders of
a majority of the votes cast thereon. Any shares not voted (whether by
absention, broker non-vote, or otherwise) have no impact on the vote.
SYNOVUS' BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
THE APPROVAL OF THE SYNOVUS FINANCIAL CORP. EXECUTIVE BONUS PLAN.
10
IV. EXECUTIVE COMPENSATION
(1) 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 <F1> sation <F2> <F3> SARs sation<F4>
- --------------------- -------- --------------- -------------- --------------- --------------- -------------- ------------
James H. Blanchard 1995 $475,000 $356,250 $ 2,000 $454,664 53,229 $240,351
Chairman of the 1994 377,650 253,238 2,000 146,246 25,434 146,943
Board and Chief 1993 288,750 144,375 2,000 -0- -0- 113,216
Executive Officer
James D. Yancey 1995 345,000 224,250 2,000 263,579 30,857 201,192
Vice Chairman 1994 273,310 177,652 2,000 94,254 16,392 133,817
of the Board 1993 246,750 123,375 2,000 -0- -0- 105,537
Stephen L. Burts, Jr. 1995 272,500 168,500 1,833 162,206 18,989 110,172
President and Chief 1994 208,050 129,830 -0- 56,252 9,783 61,360
Financial Officer 1993 183,750 91,875 5,000 -0- -0- 86,902
Joe E. Beverly 1995 257,500 154,500 2,000 167,254 19,582 125,699
Vice Chairman 1994 234,660 140,796 2,000 72,002 12,522 95,406
of the Board 1993 220,500 110,250 2,000 -0- -0- 97,452
John T. Oliver, Jr. 1995 243,000 145,800 2,000 152,059 17,802 64,565
Vice Chairman of the 1994<F5> -- -- -- -- -- --
Executive Committee 1993<F5> -- -- -- -- -- --
- ---------------------
<FN>
<F1> Bonus amount for 1995 includes special recognition award of $5,000 for Mr.
Burts.
<F2> Amount for 1995 includes matching contributions under the Director Stock
Purchase Plan of $2,000 each for Messrs. Blanchard, Yancey and Beverly and
$1,833 for Mr. Burts. 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.
<F3> Amount consists of value of award, net of consideration paid by the
executive. As of December 31, 1995, Messrs. Blanchard, Yancey, Burts,
Beverly and Oliver held 24,526, 14,658, 26,189, 27,117 and 9,218 restricted
shares, respectively, with a value of $702,057, $419,585, $749,660,
$776,224 and $263,865, respectively. On September 5, 1995, restricted stock
was awarded in the amount of 17,743, 10,286, 6,330, 6,527 and 5,934 shares
to Messrs. Blanchard, Yancey, Burts, Beverly and Oliver, respectively, with
the following vesting schedule: 20% on September 4, 1996; 20% on September
4, 1997; 20% on September 4, 1998; 20% on September 4, 1999; and 20% on
September 4, 2000. On June 29,1994, restricted stock was awarded in the
amount of 8,478, 5,464, 3,261, 4,174 and 4,104 shares to Messrs. Blanchard,
Yancey, Burts, Beverly and Oliver, respectively, with the following vesting
schedule: 20% on June 28, 1995; 20% on June 28, 1996; 20% on June 28, 1997;
20% on June 28, 1998; and 20% on June 28, 1999. Dividends are paid on all
restricted shares.
11
<F4> The 1995 amount includes director fees of $55,150, $56,900, $29,000,
$43,600 and $24,600 for Messrs. Blanchard, Yancey, Burts, Beverly and
Oliver, respectively, in connection with their service as directors of
Synovus and certain of its subsidiaries; contributions or other allocations
to defined contribution plans of $30,000 for each executive; allocations
pursuant to defined contribution excess benefit agreements of $102,891,
$66,309, $44,899, $31,655 and $9,965 for each of Messrs. Blanchard, Yancey,
Burts, Beverly and Oliver, respectively; premiums paid for group term life
insurance coverage of $720, $720, $648 and $691 for each of Messrs.
Blanchard, Yancey, Burts and Beverly, respectively; the economic benefit of
life insurance coverage related to split-dollar life insurance policies of
$879, $656, $25 and $355 for each of Messrs. Blanchard, Yancey, Burts and
Beverly, 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 $50,711, $46 607, $5,600 and
$19,398 for each of Messrs. Blanchard, Yancey, Burts and Beverly,
respectively.
<F5> Disclosure is not required for 1994 and 1993.
(2) Stock Option Exercises and Grants.
The following tables provide certain information regarding stock options
granted and exercised in the last fiscal year and the number and value of
unexercised options at the end of the fiscal year.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
- -----------------------------------------------------------------------------------------
% of Total Potential
Options/ Realized Value at
SARs Exercise Assumed Annual Rates of
Options/ Granted to or Stock Price Appreciation
SARs Employees Base For Option Term <F2>
Granted in Fiscal Price Expiration ---------------------
Name (#)<F1> Year ($/Share) Date 5%($) 10% ($)
- ------------------------------ ------------ -------------- -------------- --------------- ---------- ---------
James H. Blanchard 53,229 7.32% $22.75 09/04/03 $578,067 $1,385,019
James D. Yancey 30,857 4.24% 22.75 09/04/03 335,107 802,899
Stephen L. Burts, Jr. 18,989 2.61% 22.75 09/04/03 206,221 494,094
Joe E. Beverly 19,582 2.69% 22.75 09/04/03 212,661 509,524
John T. Oliver, Jr. 17,802 2.45% 22.75 09/04/03 193,330 463,208
- -----------
<FN>
<F1> Options granted on September 4, 1995 at fair market value to executives in
tandem with restricted stock awards as part of the Synovus 1994 Long-Term
Incentive Plan. Options become exercisable on September 4, 1997.
<F2> The dollar gains under these columns result from calculations using the
identified growth rates and are not intended to forecast future price
appreciation of Synovus Common Stock.
12
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Value Options/SARs at FY-End (#) Options/SARs at FY-End ($)<F1>
Acquired on Realized -------------------------- -------------------------------
Name Exercise (#) ($)<F1> Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------ ------------ --------- --------------------------- -------------------------------
James H. Blanchard -0- -0- 0 / 78,663 0 / $602,032
James D. Yancey -0- -0- 0 / 47,249 0 / $367,744
Stephen L. Burts, Jr. -0- -0- 6,750 / 28,772 $155,883 / $222,842
Joe E. Beverly -0- -0- 0 / 32,104 0 / $257,482
John T. Oliver, Jr -0- -0- 0 / 52,614 0 / $546,249
- ----------
<FN>
<F1>Market value of underlying securities at exercise or year-end, minus the
exercise or base price.
(3) Compensation of Directors.
Compensation. During 1995, each of Synovus' directors received a $15,000
annual retainer, and fees of $800 for each meeting of Synovus' Board of
Directors and each Executive Committee meeting they personnally attended.
Members of the Committees of Synovus' Board of Directors (other than the
Executive Committee) received fees of $500, with the Chairmen of such Committees
receiving fees of $750, for each Committee meeting they personally attended. In
addition, directors of Synovus received an $800 fee for each board meeting from
which their absence was excused and an $800 fee for one meeting without regard
to the reason for their absence.
Director Stock Purchase Plan. Synovus' Director Stock Purchase Plan
("DSPP") is a non-tax-qualified, contributory stock purchase plan pursuant to
which qualifying directors can purchase, with the assistance of contributions
from Synovus, presently issued and outstanding shares of Synovus Common Stock.
Under the terms of the DSPP, 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 director's cash
contribution. Participants in the DSPP are fully vested in, and may request the
issuance to them of, all shares of Synovus Common Stock purchased for their
benefit thereunder.
Consulting Agreement. 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 1995 for providing
consulting and advisory services to Synovus in connection with portfolio
management and potential opportunities for business expansion.
(4) Employment Contracts and Change in Control Arrangements.
Blanchard Employment Agreement. On October 13, 1977, Synovus entered into
an Employment Agreement with James H. Blanchard ("Blanchard"), Chairman of the
Board of Synovus, whereunder Synovus paid Blanchard a salary of $475,000 during
1995. The base salary paid to Blanchard is determined by the Compensation
Committee of the Board of Directors of Synovus on an annual basis. The Blanchard
Employment Agreement provides that Synovus shall pay deferred compensation of
$468,000 to Blanchard or his beneficiaries over a 10 to 15 year period in the
event of Blanchard's death, total disability or termination of employment,
subject to certain conditions of forfeiture in the event Synovus terminates
Blanchard's employment "for cause" (as defined), in the event of his violation
of his 2-year Covenant Not to Compete, or in the event of his death by suicide.
The Blanchard Employment Agreement is automatically renewable annually and is
subject to termination on 30 days written notice.
13
Yancey Employment Agreement. On December 8, 1977, effective January 1,
1977, Synovus entered into an Employment Agreement with James D. Yancey
("Yancey"), Vice Chairman of the Board of Synovus and Columbus Bank, whereunder
Synovus paid Yancey a salary of $345,000 during 1995. The base salary paid to
Yancey is determined by the Compensation Committee of the Board of Directors of
Synovus on an annual basis. The Yancey Employment Agreement provides that
Synovus shall pay deferred compensation of $375,000 to Yancey or his
beneficiaries over a 10 to 15 year period in the event of the death, total
disability or termination of employment of Yancey, subject to certain conditions
of forfeiture in the event Synovus terminates Yancey's employment "for cause"
(as defined), in the event of his violation of his 2-year Covenant Not to
Compete, or in the event of his death by suicide. The Yancey Employment
Agreement is automatically renewable annually and is subject to termination on
30 days written notice.
Beverly Employment Agreement. On January 15, 1979, Synovus entered into an
Employment Agreement with Joe E. Beverly ("Beverly"), Vice Chairman of the Board
of Synovus, whereunder Beverly was paid a salary of $257,500 during 1995. The
base salary paid to Beverly is determined by the Compensation Committee of the
Board of Directors of Synovus on an annual basis. The Beverly Employment
Agreement provides that Synovus shall pay deferred compensation of $375,000 to
Beverly or his beneficiaries over a 10 to 15 year period in the event of
Beverly's death, total disability or termination of employment, subject to
certain conditions of forfeiture in the event Synovus terminates Beverly's
employment "for cause" (as defined), in the event of his violation of his 2-year
Covenant Not to Compete, or in the event of his death by suicide. The Beverly
Employment Agreement is automatically renewable annually and is subject to
termination on 30 days written notice.
Oliver Employment Agreement. On December 31, 1992, Synovus entered into an
Employment Agreement with John T. Oliver, Jr. ("Oliver"), Vice Chairman of the
Executive Committee of Synovus, whereunder Oliver was paid a salary of $243,000
during 1995. The base salary paid to Oliver is determined by the Compensation
Committee of the Board of Directors of Synovus on an annual basis. The Oliver
Employment Agreement is for a five year term.
Long-Term Incentive Plans. Messrs. Blanchard, Yancey, Burts, Beverly and
Oliver each hold shares of restricted stock of Synovus and options to purchase
stock of Synovus which were issued pursuant to the Synovus Financial Corp. 1992
and 1994 Long-Term Incentive Plans. Under the terms of the Synovus Financial
Corp. 1992 and 1994 Long-Term Incentive Plans, in the event of a change in
control of Synovus, the vesting of any stock options, stock appreciation and
other similar rights, restricted stock and performance awards will be
accelerated so that all awards not previously exercisable and vested will become
fully exercisable and vested.
Change of Control Agreements. Effective January 1, 1996, Synovus entered
into Change of Control Agreements ("Agreements") with Messrs. Blanchard, Yancey,
Burts, Beverly and Oliver and certain other executive officers. The Change of
Control Agreements provide severance pay and continuation of certain benefits in
the event of a Change of Control. In order to receive benefits under the
Agreements, the executive's employment must be terminated involuntarily, without
cause, whether actual or "constructive" 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. Generally, a "Change
of Control" is deemed to occur in any of the following circumstances: (1) the
acquisition by any person 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 those replacements or additions subsequently approved by a two-thirds (2/3)
vote of the Board ceasing to comprise at least two-thirds (2/3) of the Board;
(3) a merger, consolidation, reorganization or sale of Synovus' assets unless
(a) the previous beneficial owners of Synovus own more than two-thirds (2/3) of
the new company, (b) no person owns more than 20% of the new company, and (c)
two-thirds (2/3) of the new company's Board were members of the incumbent Board
which approved the business combination; or (4) a "triggering event" occurs as
defined in the Synvous Rights Agreement.
14
Under the Agreements, severance pay would equal three times current base
salary and bonus, with bonus being defined as the average of the previous three
years measured as a percentage of base salary multiplied by current base salary.
Medical, life, disability and other welfare benefits will be provided at the
expense of Synovus for three years with the level of coverage being determined
by the amount elected by the executive during the open enrollment period
immediately preceding the Change of Control. Executives would also receive a
short-year bonus for the year of separation based on the greater of a half
year's maximum bonus or pro rata maximum bonus to the date of termination and a
cash amount in lieu of a long-term incentive award for the year of separation.
If the executive has already received a long-term incentive award in the
separation year, the amount would equal 1.5 times the market grant and if the
executive has not, the amount would equal 2.5 times the market grant.
Executives who are impacted by the Internal Revenue Service excise tax that
applies to certain change of control agreements would receive additional gross
up payments so that they are in the same position as if there were no excise
tax. The Agreements do not provide for retirement benefits or perquisites.
Notwithstanding anything to the contrary set forth in any of Synovus'
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following Performance Graph and Compensation Committee
Report on Executive Compensation shall not be incorporated by reference into any
such filings.
15
(5) 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, 1990
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
1990 1991 1992 1993 1994 1995
SNV $100 $125 $164 $202 $202 $324
S&P 500 $100 $130 $140 $154 $156 $215
KBW 50 $100 $158 $202 $213 $202 $323
16
(6) Compensation Committee Report on Executive Compensation.
The Compensation Committee (the "Committee") of the Board of Directors of
Synovus is responsible for 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 and its
subsidiaries are eligible to participate. Because Synovus' mission is to create
superior shareholder value by retaining and attracting well-trained and
highly-motivated people who deliver the very best quality customer service, the
Committee's executive compensation policies are designed to attract and retain
highly-motivated and well-trained executives in order to create superior
shareholder value.
Elements of Executive Compensation. The four elements of executive
compensation at Synovus are:
o Base Salary
o Annual Bonus
o Long-Term Incentives
o Other Benefits
The Committee believes that a substantial portion, though not a majority,
of an executive's compensation should be "at-risk" based upon Synovus'
short-term performance (through the annual bonus and the Synovus/TSYS Profit
Sharing Plan and the Synovus/TSYS 401(k) Savings Plan) and long-term performance
(through long-term incentives including 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," or "MVA," as used by the Committee in this
context, equals stock price increase during the ten-year period, plus dividends
for the ten-year period, minus increases to paid-in capital during such period.
This subtraction eliminates value added through acquisitions. Prior to 1995, the
Committee made market comparisons with banking companies that were similar in
size to Synovus. The Committee decided to use the "MVA" approach instead of a
"size-based" approach in 1995 because it believes the MVA approach more
accurately reflects Synovus' competitors and represents the most appropriate
market data for the compensation of Synovus executives. The companies used for
comparison under both the "size-based" and "MVA" approaches are not the same
companies included in the peer group index appearing in the Stock Performance
Graph above.
A description of each element of executive compensation and the factors and
criteria used by the Committee in determining these elements is discussed below:
Base Salary. Base salary is an executive's annual rate of pay without
regard to any other elements of compensation. The primary consideration in
determining an executive's base salary is a market comparison of the base
salaries at similar companies for similar positions based upon the executive's
level of responsibility and experience. Base salaries are targeted at the median
level of the similar companies used in the comparison. In addition to market
comparisons, individual performance (measured by the quality of Synovus'
strategic plan, the executive's management responsibilities and development, and
the executive's industry and civic involvement) is also considered in
determining an executive's base salary, although these factors do not weigh
heavily in determining base salary. Based solely upon market comparisons, the
Committee increased Mr. Blanchard's base salary in 1995. The Committee also
increased the base salaries of Synovus' other executive officers in 1995 based
solely upon market comparisons.
Annual Bonus. Annual bonuses are awarded pursuant to the terms of
Synovus' Incentive Bonus Plan. Under the Incentive Bonus Plan, bonus
amounts are paid as a percentage of base pay based on
financial performance goals such as revenues, earnings and asset quality.
The maximum percentage payouts under the Incentive Bonus Plan are 75%
for Mr. Blanchard, 65% for Mr. Yancey and 60% for Messrs. Burts,
Beverly and Oliver. For Mr. Blanchard and Synovus' other executive officers,
17
the 1995 goal under the Incentive Bonus Plan was a single net income
goal for Synovus. Synovus' financial performance and individual performance,
separate from the financial performance goals established at the beginning of
the year, can reduce bonus awards determined by the attainment of the
established goals, although this was not the case for any of Synovus' executive
officers. Because the net income goal for 1995 under the Incentive Bonus Plan
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. Beginning in 1996, annual bonuses
for Mr. Blanchard and Synovus' other four most highly compensated executive
officers will be awarded under the Synovus Financial Corp. Executive Bonus Plan.
See Section III hereof captioned "Directors' Proposal to Approve the Synovus
Financial Corp. Executive Bonus Plan."
Long-Term Incentives. The two types of long-term incentives awarded to
executives to date are stock options and restricted stock awards. 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 the appreciation of the
value of Synovus Common Stock. 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 restructured its approach for granting long-term
incentive awards in 1994. During this restructuring, the Committee established a
payout matrix for future long-term incentive grants that uses total shareholder
return as 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 above. For
the long-term incentive awards made in 1995, total shareholder return and peer
comparisons were measured during the 1992 to 1994 performance period. Applying
the results of the 1992 to 1994 performance period to the payout matrix, the
Committee granted Mr. Blanchard and Synovus' other executive officers restricted
stock awards and stock options in 1995.
Benefits. Benefits offered to executives serve a different purpose than the
other elements of total compensation. In general, these benefits provide either
retirement income or protection against catastrophic events such as illness,
disability and death. Executives generally receive the same benefits offered to
the general 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 arrangement designed to replace 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
corporate performance because the amount of contributions to the Plan (to a
maximum of 14% of an executive's compensation) is a function of Synovus'
profitability. For 1995, Mr. Blanchard and Synovus' other executive officers
received a Plan contribution of 10.57% of their compensation based upon the
profitability formula under the Plan. The remaining benefits provided to
executives are primarily based upon the competitive practices of similar
companies.
In 1993, the Internal Revenue Code of 1986, as amended (the "Code"), was
amended to limit 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 greater than $1 million
unless certain conditions are met. Although none of Synovus' executive officers
are currently affected by this provision, the Committee believes that this
provision could affect Synovus' executive officers in the future. Because the
Committee seeks to maximize shareholder value, the Committee has taken steps to
ensure the deductibility of compensation in excess of $1 million in the future,
although the Committee reserves the ability to make awards which do not qualify
for full deductibility under Section 162(m) of the Code if the Committee
determines that the benefits of so doing outweigh full deductibility.
18
The Committee believes that the executive compensation policies serve the
best interests of the shareholders and of Synovus. A substantial portion of the
compensation of Synovus' executives is directly related to and commensurate with
Synovus' performance. The Committee believes that the performance of Synovus to
date validates the Committee's compensation philosophy.
William B. Turner
Gardiner W. Garrard, Jr.
George C. Woodruff, Jr.
(7) Compensation Committee Interlocks and Insider Participation.
The members of Synovus' Compensation Committee during 1995 were William B.
Turner, Gardiner W. Garrard, Jr. and George C. Woodruff, Jr. Messrs. Garrard and
Woodruff are not current or former officers or employees of Synovus or its
subsidiaries.
Mr. Turner is Chairman of the Executive Committee of Synovus, Chairman of
the Board of Columbus Bank, a director of TSYS and Chairman of the Executive
Committee of W.C. Bradley Co. James H. Blanchard, Chairman of the Board of
Synovus and Chairman of the Executive Committee of TSYS, serves as a director of
Columbus Bank and W.C. Bradley Co. James D. Yancey is Vice Chairman of the Board
of Synovus and Columbus Bank and is a director of TSYS. During 1995, Synovus and
its subsidiaries, including Columbus Bank, paid to W.C. Bradley Co. an aggregate
of $7,338, which payments were primarily 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. TSYS leases
various properties in Columbus, Georgia from W.C. Bradley Co. for office space
and storage. The rent paid for the space in 1995, which is approximately 107,295
square feet, is approximately $746,508. The lease agreements were made
substantially on 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. Bradley Co. are equal partners in B&C Company, a
Georgia general partnership formed to acquire, own and operate aircraft for
their mutual benefit and the benefit of their affiliated corporations and their
employees. Columbus Bank and W.C. Bradley have each agreed to remit to B&C
Company fixed fees for each hour they fly the aircraft owned and/or leased by
B&C Company, plus certain other amounts for engine startup and reserves and
other items, and have agreed to fly such aircraft for a fixed number of hours
each per year. For use of such aircraft during 1995, Columbus Bank paid to B&C
Company an aggregate sum of $664,999. This amount represents the charges
incurred by Columbus Bank and its affiliated corporations for use of B&C Company
aircraft, and includes $239,131 for TSYS' use of such aircraft, for which
Columbus Bank was reimbursed by TSYS.
TB&C Bancshares, Inc. is a principal shareholder of Synovus. TB&C
Bancshares, Inc. is a "family bank holding company" organized by William B.
Turner, and his sisters, Sarah T. Butler and Elizabeth T. Corn. TB&C Bancshares,
Inc. is a party to a lease agreement pursuant to which it leases voting and
certain other rights in a total of 3,944,253 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 1995, TB&C Bancshares, Inc. paid Synovus Trust
Company, as Trustee, $303,635 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, Chairman of the Board of Columbus Bank and a director of
TSYS, is an officer, director and shareholder of W.C. Bradley Co. and TB&C
Bancshares, Inc. James H. Blanchard, Chairman of the Board of Synovus, Chairman
of the Executive Committee of TSYS and a director of Columbus
19
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, Inc. 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, Inc. and is a director of
Columbus Bank. Samuel M. Wellborn, III, the President and a director of Columbus
Bank, is a director of W.C. Bradley Co. 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, Inc. 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, Inc. 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, Inc. and may be deemed to be principal shareholders of
Synovus as a result of their relationship with TB&C Bancshares, Inc.
Gardiner W. Garrard, Jr. is President of The Jordan Company. On October 1,
1993, TSYS entered into a lease with The Jordan Company pursuant to which TSYS
leases from The Jordan Company approximately 10,000 square feet of office space
in Columbus, Georgia for $5,000 per month, payable in advance, which lease
expires on September 30, 1996. The lease was made on substantially the same
terms as those prevailing at the time for leases of comparable property between
unrelated third parties. Gardiner W. Garrard, Jr., a director of TSYS, Columbus
Bank and Synovus, is an officer, director and shareholder of The Jordan Company.
Richard M. Olnick, the brother-in-law of Gardiner W. Garrard, Jr. and a director
of Columbus Bank, is an officer, director and shareholder of The Jordan Company.
George C. Woodruff, Jr. is a shareholder of George C. Woodruff Co. During
1995, George C. Woodruff Co. received payments of $4,582, $49,262 and $70,690 in
connection with office space leased by, and landscaping services provided for,
Synovus, Columbus Bank and TSYS, respectively. 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. George C.
Woodruff, Jr. is a director of Synovus, Columbus Bank and TSYS.
(8) Transactions with Management.
During 1995, 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 1995, Synovus and its wholly-owned subsidiaries and TSYS paid to
Communicorp, Inc. an aggregate of $567,702 and $569,309, respectively. 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, and were primarily for various printing and business
communication services provided by Communicorp, Inc. to Synovus and its
wholly-owned subsidiaries and TSYS. Communicorp, Inc. is a wholly-owned
subsidiary of AFLAC Incorporated. Daniel P. Amos, a director of Synovus and
Columbus Bank, is Chief Executive Officer and a director of AFLAC Incorporated.
Bradley & Hatcher, a law firm located in Columbus, Georgia, performed legal
services on behalf of Synovus Trust Company during 1995. Richard Y. Bradley, a
director of Synovus, Columbus Bank and TSYS, is a partner of Bradley & Hatcher.
20
For information about transactions with companies that are affiliates of
William B. Turner, Gardiner W. Garrard, Jr. and George C. Woodruff, Jr.,
directors of Synovus, See Section IV (7) hereof captioned "Compensation
Committee Interlocks and Insider Participation."
V. 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 Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/95 as of 12/31/95
- ----------------------- ------------------------- ---------------------------
Synovus Trust Company 10,383,409<F1> 13.44%
1148 Broadway
Columbus, Georgia 31901
TB&C Bancshares, Inc.<F2> 8,235,427 10.66
1017 Front Avenue
Columbus, Georgia 31901
William B. Turner<F2> 9,029,910<F3> 11.69
P.O. Box 120
Columbus, Georgia 31902
Sarah T. Butler<F2> 9,041,722<F3> 11.70
P.O. Box 120
Columbus, Georgia 31902
Elizabeth T. Corn<F2> 9,156,011<F3> 11.85
P.O. Box 120
Columbus, Georgia 31902
W.B. Turner, Jr.<F2> 9,010,783<F3> 11.66
P.O. Box 120
Columbus, Georgia 31902
Stephen T. Butler<F2> 9,021,708<F3> 11.68
P.O. Box 120
Columbus, Georgia 31902
Elizabeth C. Ogie<F2> 9,046,820<F3> 11.71
P.O. Box 120
Columbus, Georgia 31902
- -----------------------------------
<FN>
<F1> As of December 31, 1995, the banking and trust company subsidiaries of
Synovus, including Columbus Bank through its wholly-owned subsidiary Synovus
Trust Company ("Synovus Trust"), held in various fiduciary capacities a total of
10,973,377 shares of Synovus Common Stock as to which they possessed sole or
shared voting or investment power. Of this total, Synovus Trust held 6,089,873
shares as to which it possessed sole investment power, 5,893,582 shares as to
which it possessed sole voting power, 269,639 shares as to which it possessed
shared voting power and 4,293,536 shares as to which it possessed shared
investment power. The other banking subsidiaries of Synovus held 589,968 shares
as to which they possessed sole voting or investment power and no shares as to
which they possessed shared voting and investment power. In addition, as of
December 31, 1995, Synovus Trust and the banking subsidiaries of Synovus held in
various agency capacities an additional 6,540,054 shares of Synovus Common
21
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 and the banking subsidiaries of Synovus held 6,499,765 and 40,289
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. ("TB&C") 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, 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 8,235,427
shares of Synovus Common Stock beneficially owned by TB&C. As TB&C owns 10.66%
of the outstanding shares of Synovus Common Stock, TB&C is registered as a bank
holding company. To the best of Synovus' knowledge, the shares of Synovus Common
Stock beneficially owned by TB&C qualify for ten votes per share, subject to the
completion by TB&C of the Certification contained on the reverse side of its
Proxy Card.
<F3>Includes 4,291,174 shares of Synovus Common Stock individually owned by
TB&C; 760,950 shares held by a charitable foundation of which each of the
directors of TB&C is a trustee; in the case of Mrs. Corn and Mrs. Ogie, 35,246
shares of Synovus Common Stock held by a charitable foundation of which Mrs.
Corn and Mrs. Ogie are trustees; and 3,944,253 shares of Synovus Common Stock
benefically owned by TB&C pursuant to a lease agreement between TB&C and Synovus
Trust 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
leases from Synovus Trust as Trustee of such trusts voting and certain other
rights with respect to the shares of Synovus Common Stock held in such trusts.
VI. RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF
SYNOVUS' SUBSIDIARIES AND AFFILIATES
A. Beneficial Ownership of TSYS Common Stock by Columbus Bank.
The following table sets forth, as of December 31, 1995, 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.
Percentage of
Shares of Outstanding Shares of
TSYS Common Stock TSYS Common Stock
Name and Address Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/95 as of 12/31/95
- ----------------------- ------------------------ ------------------------
Columbus Bank
and Trust Company 52,200,646 <F1><F2> 80.8%
1148 Broadway
Columbus, Georgia 31901
- -----------------
<FN>
<F1>Columbus Bank individually owns these shares.
<F2>As of December 31, 1995, Synovus Trust held in various fiduciary capacities
a total of 316,617 shares (.49%) of TSYS Common Stock. Of this total, Synovus
Trust held 287,139 shares as to which it possessed sole voting or investment
power and 29,478 shares as to which it possessed shared voting and investment
power. In addition, as of December 31, 1995, Synovus Trust held in various
agency capacities an additional 492,982 shares of TSYS Common Stock as to which
it possessed no voting or investment power. Synovus and Synovus Trust disclaim
beneficial ownership of all shares of TSYS Common Stock which are held by
Synovus Trust in various fiduciary and agency capacities.
22
Columbus Bank, by virtue of its ownership of 52,200,646 shares, or 80.8% of
the outstanding shares of TSYS Common Stock on December 31, 1995, presently
controls TSYS. Synovus presently controls Columbus Bank.
B. Interlocking Directorates of Synovus, Columbus Bank and TSYS.
Eight 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, Salvador Diaz-Verson,
Jr., Gardiner W. Garrard, Jr., H. Lynn Page, William B. Turner, George C.
Woodruff, Jr. and James D. Yancey. Daniel P. Amos and Elizabeth C. Ogie serve as
members of the Board of Directors of Columbus Bank but do not serve as members
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.
C. TSYS Common Stock Ownership of Directors and Management.
The following table sets forth, as of December 31, 1995, the number of
shares of TSYS Common Stock beneficially owned by each of Synovus' directors and
Synovus' five most highly compensated executive officers.
Shares of TSYS Shares of TSYS
Common Stock Common Stock Percentage of
Beneficially Beneficially Total Outstanding
Owned with Owned with Shares Shares of
Sole Voting Shared Voting of TSYS TSYS Common
and Investment and Investment Common Stock Stock
Power as of Power as of Owned as of Owned as of
Name 12/31/95 12/31/95 12/31/95 12/31/95
- --------------------------- ------------------- --------------------- ------------------- -------------
Daniel P. Amos ----- 273,600 273,600 .42%
Richard E. Anthony ----- ----- ----- ---
Joe E. Beverly ----- ----- ----- ---
James H. Blanchard 260,400 120,741 381,141 .59
Richard Y. Bradley 6,733 ----- 6,733 .01
Stephen L. Burts,Jr. ----- ----- ----- ---
Salvador Diaz-Verson, Jr. 18,502 1,800 20,302 .03
C. Edward Floyd, M.D. ----- ----- ----- ---
Gardiner W. Garrard, Jr. 2,865 ----- 2,865 .004
V. Nathaniel Hansford ----- 1,000 1,000 .002
Mason H. Lampton 8,752 34,210<F1> 42,962 .07
John L. Moulton 1,112 1,112 2,224 .003
Elizabeth C. Ogie 2,400 9,640<F2> 12,040 .02
John T. Oliver, Jr. ----- ----- ----- ---
H. Lynn Page 229,307 31,882 261,189 .40
William L. Pherigo ----- ----- ----- ---
Robert V. Royall, Jr. 1,200 ----- 1,200 .002
William B. Turner 50,057 192,000 242,057 .37
George C. Woodruff, Jr. 35,575 2,000 37,575 .06
James D. Yancey 288,380 8,000 296,380 .46
- --------------
<FN>
<F1> Includes 9,600 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.
23
<F2> Includes 9,280 shares of TSYS Common Stock held by a charitable foundation
of which Mrs. Ogie is a trustee.
The following table sets forth information, as of December 31, 1995, with
respect to the beneficial ownership of TSYS Common Stock by all directors and
executive officers of Synovus as a group.
Percentage of
Shares of Outstanding Shares of
TSYS Common Stock TSYS Common Stock
Name of Beneficially Owned Beneficially Owned
Beneficial Owner as of 12/31/95 as of 12/31/95
- ------------------------------ ----------------------- ----------------------
All directors
and executive
officers of Synovus as a
group 1,588,142 2.46%
(includes 23 persons)
D. Transactions and Agreements Between Synovus, Columbus Bank, TSYS and
Certain of Synovus' Subsidiaries.
During 1995, Columbus Bank and 30 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 1995, TSYS charged
Columbus Bank and 30 of Synovus' other banking subsidiaries $2,641,337, in the
aggregate, including the reimbursement of $836,057 of out of pocket expenses,
for the performance of bankcard data processing services. TSYS' charges to
Columbus Bank and Synovus' other banking subsidiaries for bankcard data
processing services are comparable to, and are determined on the same basis as,
charges by TSYS to similarly situated unrelated third parties.
Synovus Administrative Services Corp. ("SASC"), a wholly-owned subsidiary
of Synovus, was formed in 1995 to provide administrative services to Synovus'
subsidiary companies, including TSYS. In connection with the formation of SASC,
TSYS sold SASC property and equipment at book value of approximately $438,000.
Additionally, TSYS and SASC are parties to a Lease Agreement pursuant to which
SASC leased from TSYS office space for lease payments aggregating $198,578
during 1995. The terms of these transactions are comparable to those which could
have been obtained in transactions with unaffiliated third parties.
Synovus and TSYS and SASC and TSYS are parties to Management Agreements
(having one year, automatically renewable, unless terminated, terms), pursuant
to which Synovus and SASC provide certain management services to TSYS. During
1995, 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
1995, TSYS paid Synovus and SASC management fees of $1,039,693 and $3,158,695,
respectively. As compensation for payroll processing support services provided
by TSYS to Synovus during 1995, Synovus paid TSYS a management fee of $361,093.
Management fees are subject to future adjustments based upon the management
services then being provided, based upon charges at the time by unrelated third
parties for comparable services.
During 1995, Columbus Bank served as trustee of various employee benefit
plans of TSYS. During 1995, TSYS paid Columbus Bank trustee's fees under these
plans of $187,374.
During 1995, Columbus Depot Equipment Company ("CDEC"), a wholly-owned
subsidiary of TSYS, and Columbus Bank and 24 of Synovus' other subsidiaries were
parties to Lease Agreements pursuant to which Columbus Bank and 24 of Synovus'
other subsidiaries leased from CDEC computer related equipment for
bankcard and bank data processing services for lease payments
24
aggregating $155,813. During 1995, CDEC sold Columbus Bank and certain of
Synovus' other subsidiaries computer related equipment for bankcard and bank
data processing services for payments aggregating $107,534. In addition, CDEC
was paid $25,925 by Columbus Bank and certain of Synovus' other subsidiaries for
monitoring such equipment and $160 for servicing various computer related
equipment. The terms, conditions, rental rates and/or sales prices provided for
in these Agreements are comparable to corresponding terms, conditions and rates
provided for in leases and sales of similar equipment offered by unrelated third
parties.
During 1995, Synovus Data Corp., a wholly-owned subsidiary of Synovus, paid
TSYS $701,159 for data links, network services and other miscellaneous items
related to the data processing services which Synovus Data Corp. provides to its
customers, which amount was reimbursed to Synovus Data Corp. by its customers,
and $103,944 for management services. During 1995, TSYS paid Synovus Data Corp.
$96,000 primarily for computer processing services. The charges for processing,
management and other services are comparable to those between unrelated third
parties.
During 1995, TSYS and Synovus Data Corp. were parties to a Lease Agreement
pursuant to which TSYS leased from Synovus Data Corp. portions of its office
building for lease payments aggregating $214,650. During 1995, TSYS and Columbus
Bank were parties to Lease Agreements pursuant to which Columbus Bank leased
from TSYS portions of its maintenance and warehouse facilities for lease
payments aggregating $20,203. In August, 1993, TSYS entered into a three-year
Lease Agreement with Columbus Bank pursuant to which it leases office space from
Columbus Bank for lease payments of $4,483 per month. The terms, conditions and
rental rates provided for in these Lease Agreements 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.
During 1995, Synovus, Columbus Bank and other Synovus subsidiaries paid to
Columbus Productions, Inc., a wholly-owned subsidiary of TSYS, an aggregate of
$523,660 for printing services. The charges for printing services are comparable
to those between unrelated third parties.
During 1995, TSYS purchased 17,122 shares of Synovus Common Stock from
Synovus for $389,526 and simultaneously granted the shares to certain executive
officers of TSYS as restricted stock awards. The per share purchase price of
such shares was equal to the fair market value of a share of Synovus Common
Stock on the date of purchase.
Most customers of the services marketed as THE TOTAL SYSTEM(SM) maintain
special clearing demand deposit accounts with Columbus Bank to facilitate the
settlement of bankcard transactions between Visa(R), MasterCard(R), TSYS and the
customers. In certain cases, with the approval of Columbus Bank, these special
clearing accounts may also be utilized by customers for other correspondent
banking transactions with Columbus Bank.
During 1995, TSYS and its subsidiaries were paid $837,354 of interest by
Columbus Bank in connection with deposit accounts with, and commercial paper
purchased from, Columbus Bank. During 1995, a subsidiary of TSYS paid Columbus
Bank $77,709 of interest in connection with a loan from Columbus Bank. These
interest rates are comparable to those in transactions between unrelated third
parties.
Effective December 28, 1990, TSYS, the Development Authority of Columbus,
Georgia, and Columbus Bank, as Trustee, consummated the issuance of, and various
banking subsidiaries of Synovus purchased, $15,000,000 of industrial development
revenue bonds, the proceeds of which were used by TSYS to acquire and construct
its 210,000 square foot North Center production facility. As a result of the
consummation of such financing, TSYS will lease its North Center facility from
the Development Authority for a period of 30 years, with the lease payments to
be paid thereon being used by the Authority to satisfy its obligations to the
purchasers of the bonds. The terms of such bonds, including the 9.75% rate of
interest to be paid thereon and the schedule upon which principal will be repaid
included therein, and the various other documents pursuant to which
25
such bonds were issued, were arrived at as a result of arm's-length negotiations
between TSYS, the Authority, the Trustee and the various subsidiary banks of
Synovus which purchased the bonds, and are no less favorable than could be
obtained from unrelated third parties. During 1995, TSYS made principal payments
of $25,000 and interest payments of $609 in connection with such bonds.
TSYS has entered into an agreement with Columbus Bank with respect to the
use of aircraft owned or leased by B&C Company, a Georgia general partnership in
which Columbus Bank and W.C. Bradley Co. are equal partners. TSYS paid Columbus
Bank $239,131 for its use of the B&C Company aircraft during 1995. 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.
VII. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act 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 SEC
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, 1995 all Section 16(a) filing requirements
applicable to its officers, directors, and greater than ten percent beneficial
owners were complied with, except that Mr. Burts filed one amended Form 4
reporting late one transaction; Mr. Anthony filed two amended Forms 4 reporting
late three transactions; Mr. Blanchard filed one amended Form 4 reporting late
one transaction; and Mr. Yancey filed one amended Form 4 reporting late one
transaction. In addition, Mr. Page and Mr. Yancey each filed an amended Form 4
to correct a previously filed timely report that misstated the number of shares
of Synovus Common Stock gifted to family members.
VIII. INDEPENDENT AUDITORS
On March 1, 1996, Synovus' Board of Directors appointed KPMG Peat Marwick
LLP, Certified Public Accountants, as the independent auditors to audit the
consolidated financial statements of Synovus and its subsidiaries for the fiscal
year ending December 31, 1996. The Board of Directors knows of no direct or
material indirect financial interest by KPMG Peat Marwick LLP in Synovus or any
of its subsidiaries, or of any connection between KPMG Peat Marwick LLP and
Synovus or any of its subsidiaries, in any capacity as promoter, underwriter,
voting trustee, director, officer, shareholder or employee.
Representatives of KPMG Peat Marwick LLP, Certified Public Accountants,
will be present at Synovus' 1996 Annual Meeting with the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
IX. FINANCIAL INFORMATION WITH REFERENCE TO SYNOVUS AND ITS SUBSIDIARIES
CONTAINED IN SYNOVUS' 1995 ANNUAL REPORT
Detailed financial information for Synovus and its subsidiaries for their
1995 fiscal year is included in Synovus' 1995 Annual Report that is being mailed
to Synovus' shareholders together with this Proxy Statement.
26
X. OTHER MATTERS
As of the time of the preparation of this Proxy Statement, Synovus' Board
of Directors has not been informed of any matters to be presented by or on
behalf of Synovus' Board of Directors or its management for action at Synovus'
1996 Annual Meeting which are not referred to herein. If any other matters come
before the Annual Meeting or any adjournment thereof, it is the intention of the
persons named in the accompanying Proxy to vote thereon in accordance with their
best judgment.
Synovus' shareholders are urged to vote, date and sign the enclosed Proxy
solicited on behalf of Synovus' Board of Directors and return it at once in the
envelope which is enclosed for that purpose. This should be done whether or not
the shareholder plans to attend Synovus' 1996 Annual Meeting.
By Order of the Board of Directors
/s/James H. Blanchard
JAMES H. BLANCHARD
Chairman of the Board, Synovus Financial Corp.
Columbus, Georgia
March 8, 1996
27