SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended 1996 or
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[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ________ to _________
Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (706) 649-2387
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock, $1.00 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of February 12, 1997, 116,369,039 shares of the $1.00 par value common
stock of Synovus Financial Corp. were outstanding, and the aggregate market
value of the shares of $1.00 par value common stock of Synovus Financial Corp.
held by non-affiliates was approximately $2,681,624,314 (based upon the closing
per share price of such stock on said date).
Portions of the 1996 Annual Report to Shareholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated March 7, 1997 are incorporated in Part III of this
report.
Registrant's Documents Incorporated by Reference
Part Number and Item
Document Incorporated Number of Form 10-K Into
by Reference Which Incorporated
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Pages F-10, F-21 through Part I, Item 1, Business
F-27, and F-30 through F-51
of Registrant's 1996 Annual Report
to Shareholders
Pages F-16, and F-21 through F-23 Part I, Item 2, Properties
of Registrant's 1996 Annual Report to
Shareholders
Pages F-21 through F 23 of Part I, Item 3, Legal
Registrant's 1996 Annual Report Proceedings
to Shareholders
Pages F-47 through F-49 Part II, Item 5, Market
of Registrant's 1996 Annual for Registrant's Common
Report to Shareholders Equity and Related
Stockholder Matters
Page F-30 of Registrant's Part II, Item 6,
1996 Annual Report to Selected
Shareholders Financial Data
Pages F-30 through F-50 Part II, Item 7,
of Registrant's Management's Discussion
1996 Annual Report to and Analysis of Financial
Shareholders Condition and Results of
Operations
Pages F-2 through F-28, and F-51 Part II, Item 8,
of Registrant's 1996 Financial Statements and
Annual Report to Shareholders Supplementary Data
Pages 3 through 6, 9 and 10, Part III, Item 10,
and 25 of Registrant's Proxy Directors and Executive
Statement in connection with Officers of the Registrant
its Annual Shareholders' Meeting
to be held April 17, 1997
Pages 10 through 14, and Part III, Item 11,
17 through 19 of Registrant's Proxy Executive Compensation
Statement in connection with its Annual
Shareholders' Meeting
to be held April 17, 1997
Pages 6 through 8, and 20 through Part III, Item 12,
23 of Registrant's Proxy Statement Security Ownership of
in connection with its Annual Certain Beneficial
Shareholders' Meeting to be held Owners and Management
April 17, 1997
Pages 17 through 19, 22, 24, and 25 Part III, Item 13,
of Registrant's Proxy Statement in Certain Relationships
connection with its Annual Shareholders' and Related Transactions
Meeting to be held April 17, 1997
Pages F-2 through F-28 Part IV, Item 14,
of Registrant's 1996 Exhibits, Financial Statement
Annual Report to Shareholders Schedules and Reports on
Form 8-K
Table of Contents
Item No. Caption Page No.
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Part I
1. Business
2. Properties
3. Legal Proceedings
4. Submission of Matters to a Vote of
Security Holders
Part II
5. Market for Registrant's Common Equity
and Related Stockholder Matters
6. Selected Financial Data
7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations
8. Financial Statements and Supplementary
Data
9. Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure
Part III
10. Directors and Executive Officers of the Registrant
11. Executive Compensation
12. Security Ownership of Certain
Beneficial Owners and Management
13. Certain Relationships and Related
Transactions
Part IV
14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
Item 1. Business.
Business and Business Segments.
Synovus Financial Corp.(R) ("Synovus(R)") is an $8.6 billion asset
multi-financial services company which is a registered bank holding company as
defined under federal law in the bank Holding Company Act of 1956, as amended
(the "BHCA"), and under the bank holding company laws of the State of Georgia
(the "Georgia Act"). As a bank holding company, Synovus is subject to
supervision and regulation by the Board of Governors of the Federal Reserve
System ("Board") and the Department of Banking and Finance of the State of
Georgia ("Georgia Banking Department"). Synovus conducts a broad range of
financial services through its banking and bank-related subsidiaries and
affiliates.
Synovus is engaged in two principal business segments: banking (which
encompasses commercial banking, trust services, mortgage banking, credit card
banking and certain securities brokerage operations), and bankcard data
processing. While each of these activities is directly related to the provision
of financial services, their separation for financial reporting purposes is
appropriate under Statement of Financial Accounting Standards No. 14 and the
rules of the Securities and Exchange Commission ("SEC"). See Note 12 of Notes to
Consolidated Financial Statements on page F-23 of Synovus' 1996 Annual Report to
Shareholders which is specifically incorporated herein by reference.
Banking and Bank-Related Subsidiaries and Services.
Synovus currently has thirty-four wholly owned first and second tier
commercial banking subsidiaries located in four states. Of the 34 bank
subsidiaries, 21 are located in Georgia with approximately $5 billion in assets,
seven are located in Alabama with approximately $1.8 billion in assets, five are
located in Florida with approximately $603 million in assets and one is located
in South Carolina with approximately $1.3 billion in assets. Synovus' commercial
banking subsidiaries are hereinafter sometimes collectively referred to as the
"Banks."
The Banks offer a broad range of commercial banking services, including
accepting customary types of demand and savings deposits, making individual,
consumer, commercial, installment, first mortgage and second mortgage loans,
offering money transfers, safe deposit services, trust, investment, IRA, Keogh
and corporate employee benefit and other fiduciary services, correspondent
banking services, automated banking and electronic switch services, automated
fund transfers and bank credit card services, including MasterCard and Visa
services. All of the Banks' commercial banking activities are conducted within
the United States.
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Synovus Financial Corp., Synovus, Synovus Securities, Inc., Columbus Bank
and Trust Company and CB&T are federally registered service marks of Synovus
Financial Corp. TSYS and TS2 are federally registered service marks and Total
System Services, Inc. is a service mark of Total System Services, Inc.
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Synovus owns the federally registered service marks of Synovus Financial
Corp., Synovus, the stylized S logo and Synovus Securities, Inc. Synovus also
owns other service marks. In the opinion of management of Synovus, the loss of
the right to use such marks would not materially affect Synovus' business.
The bank-related subsidiaries of Synovus are: (1) Synovus Securities,
Inc.(R), Columbus, Georgia ("Synovus Securities"), which specializes in
professional portfolio management for fixed-income securities, the execution of
securities transactions as a broker/dealer and the provision of individual
investment advice on equity and other securities; (2) Synovus Trust Company,
Columbus, Georgia, one of the southeast's largest providers of trust services;
(3) Synovus Mortgage Corp., Birmingham, Alabama, which offers mortgage
servicing; and (4) Synovus Data Corp., Columbus, Georgia, which provides general
bank data processing services to Synovus and its banking subsidiaries.
Bankcard Data Processing and Other Affiliates and Services.
Business. Established in 1983 as an outgrowth of an on-line accounting and
bankcard data processing system developed for Synovus' wholly owned subsidiary,
Columbus Bank and Trust Company(R) ("CB&T(R)"), Total System Services, Inc.(sm)
("TSYS(R)") is now one of the world's largest credit, debit, commercial and
private-label card processing companies. Based in Columbus, Georgia, and traded
on the New York Stock Exchange under the symbol "TOTAL SYSTEM SERVICES, INC.,"
TSYS provides a comprehensive on-line system of data processing services
marketed as THE TOTAL SYSTEM(sm), servicing issuing institutions throughout the
United States, Puerto Rico, Canada and Mexico, representing more than 79 million
cardholder accounts. TSYS provides card production, domestic and international
clearing, statement preparation, customer service support, merchant accounting,
and management support. Synovus owns 80.7 percent of TSYS.
TSYS has four wholly owned subsidiaries: (1) Columbus Depot Equipment
Company(sm) ("CDEC(sm)"), which sells and leases computer related equipment
associated with TSYS' bankcard data processing services and Bank data processing
services provided by an affiliate; (2) Mailtek, Inc.(sm) ("Mailtek"), which
provides full-service direct mail production services and offers data
processing, list management, laser printing, computer output microfiche, card
embossing, encoding and mailing services; (3) Lincoln Marketing, Inc.(sm)
("LMI"), which provides correspondence, fulfillment, telemarketing, data
processing and mailing services; and (4) Columbus Productions, Inc.(sm) ("CPI"),
which provides full-service commercial printing and related services. TSYS also
holds a 49% equity interest in a joint venture company named Total System
Services de Mexico, S.A. de C.V., which provides credit card related processing
services to Mexican banks, and a 50% interest in Vital Processing Services
L.L.C., a joint venture with Visa U.S.A. that combines the front-end
authorization and back-end accounting and settlement processing of merchants.
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Service Marks. TSYS owns a family of service marks containing the name
Total System, and the federally registered service marks TSYS and TS2, to which
TSYS believes strong customer identification attaches. TSYS also owns service
marks associated with its subsidiaries. Management does not believe the loss of
such marks would have a material impact on the business of TSYS.
Major Customers. A significant amount of TSYS' revenues are derived from
certain major customers who are processed under long-term contracts. For the
year ended December 31, 1996, AT&T Universal Card Services Corp. and NationsBank
accounted for 17.6% and 11.9%, respectively, of TSYS' total revenues. As a
result, the loss of one of TSYS' major customers could have a material adverse
effect on TSYS' results of operations.
See "Non-Interest Income" under the "Financial Review" Section on pages
F-34 and F-35, "Non-Interest Expense" under the "Financial Review" Section on
pages F-35 and F-36, and Note 10 of Notes to Consolidated Financial Statements
on pages F-21 through F-23 of Synovus' 1996 Annual Report to Shareholders which
are specifically incorporated herein by reference.
Acquisitions Consummated During 1996.
See Note 1 of Notes to Consolidated Financial Statements on page F-10 and
"Acquisitions" under the "Financial Review" Section on page F-31 of Synovus'
1996 Annual Report to Shareholders which are specifically incorporated herein by
reference for a detailed description of the acquisitions consummated by Synovus
during 1996.
Supervision, Regulation and Other Factors.
Synovus is a registered multi-bank holding company, subject to supervision
and regulation by the Board under the BHCA, and by the Georgia Banking
Department under the Georgia Act. As a bank holding company, Synovus is required
to furnish the Board and the Georgia Banking Department with annual reports of
the financial condition, management and inter-company relationships of Synovus
and its subsidiaries and affiliates at the end of each fiscal year, and such
additional information as the Board and the Georgia Banking Department may
require from time to time. The Board and the Georgia Banking Department also
make examinations of Synovus and certain of its subsidiaries and affiliates.
The BHCA and the Georgia Act require each bank holding company to obtain
the prior approval of the Board and the Georgia Banking Department before: (i)
it may acquire direct or indirect ownership or control of any voting shares of
any bank, if, after such acquisition, such bank holding company will, directly
or indirectly, own or control more than 5% of the voting shares of such bank;
(ii) it or any of its subsidiaries, other than a bank, may acquire all or
substantially all of the assets of a bank; or (iii) it may merge or consolidate
with any other bank holding company. In addition, under the Georgia Act, it is
unlawful for any bank holding company to acquire, direct or indirect,
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ownership or control of more than 5% of the voting shares of any presently
operating bank, unless such bank has been in existence and continuously
operating as a bank for a period of five years or more prior to the date of
making application to the Georgia Banking Department for approval of said
acquisition.
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 ("Interstate Banking Act"), effective September 29, 1995, bank holding
companies were permitted to acquire banks in any state. Under the Interstate
Banking Act, effective June 1, 1997, banks may merge or consolidate across state
lines, unless both of the states involved either authorize such merger or
consolidation at an earlier date or either of the states involved elect to
prohibit such merger or consolidation prior to May 31, 1997. Finally, under the
Interstate Banking Act, states may authorize banks from other states to engage
in branching across state lines.
In addition, a bank holding company is, with certain exceptions, prohibited
by the BHCA from engaging in, or acquiring or retaining direct or indirect
control of the voting shares of any company engaged in non-banking activities.
One of the principal exceptions to this prohibition is for activities found by
the Board to be so closely related to banking, or managing or controlling banks,
as to be a proper incident thereto.
The Board has issued guidelines for the implementation of risk-based
capital requirements by U.S. banks and Bank holding companies. See "Capital
Resources and Dividends" under the "Financial Review" Section on pages F-47
through F-49 and Note 13 of Notes to Consolidated Financial Statements on pages
F-24 through F-27 of Synovus' 1996 Annual Report to Shareholders which are
specifically incorporated herein by reference.
Under the Board's current policy, Synovus is expected to act as a source of
financial strength to its subsidiary banks and to commit resources to support
its subsidiary banks in circumstances when it might not do so absent such
policy. In addition, any capital loans by Synovus to any of its subsidiary banks
would also be subordinate in right of payment to depositors and to certain other
indebtedness of such Bank.
As a result of the enactment of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA"), a depository institution insured by the
FDIC can be held liable for any loss incurred by, or reasonably expected to be
incurred by, the FDIC in connection with: (i) the default of a commonly
controlled FDIC insured depository institution; or (ii) any assistance provided
by the FDIC to a commonly controlled FDIC insured depository institution in
danger of default. "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is likely to occur
in the absence of regulatory assistance. All of Synovus' subsidiary banks are
FDIC insured depository institutions within the meaning of FIRREA.
4
The principal source of funds for the payment of dividends by Synovus is
dividends paid to it by its subsidiary banks. Various federal and state
statutory provisions limit the assessment of dividends that may be paid to
Synovus by its subsidiary banks. See "Parent Company" under the "Financial
Review" Section on page F-50, and Note 13 of Notes to Consolidated Financial
Statements on pages F-24 through F-27 of Synovus' 1996 Annual Report to
Shareholders which are specifically incorporated herein by reference.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires the various federal banking regulatory agencies to issue
regulations on a broad range of issues including capital standards, non-capital
standards for safety and soundness relating generally to operations and
management, asset quality and executive compensation, additional disclosure
regarding loans and deposits to enhance consumer protection, limits on state
Bank powers, audit requirements and examination requirements. Various federal
regulatory agencies have adopted regulations which, among other matters,
implement provisions of FDICIA that require or permit the respective federal
regulatory agencies to take specific supervisory actions when FDIC-insured
institutions come within one of five specific capital categories. The five
capital categories are designated as (1) well capitalized, (2) adequately
capitalized, (3) undercapitalized, (4) significantly undercapitalized and (5)
critically undercapitalized. FDICIA defines well capitalized banks or bank
holding companies as entities having a total risk-based capital ratio of 10% or
higher, a Tier 1 risk-based capital ratio of 6% or higher and a leverage ratio
of 5% or higher. At December 31, 1996 Synovus and its significant bank
subsidiaries had adequate capital to be classified as well capitalized
institutions under the FDICIA regulations. See Note 13 of Notes to Consolidated
Financial Statements on pages F-24 through F-27 of Synovus' 1996 Annual Report
to Shareholders which is specifically incorporated herein by reference.
FIRREA and FDICIA provide the federal banking agencies with significantly
expanded powers to take enforcement action against institutions which fail to
comply with capital or other standards. Such action may include the termination
of deposit insurance by the FDIC.
Because Synovus is a registered multi-bank holding company, the Banks are
also subject to examination, supervision and regulation by the Board. The Banks
which are chartered under the banking laws of the States of Georgia, Florida and
Alabama are subject to examination, supervision and regulation by the Georgia
Banking Department, Florida Banking Department and the Alabama Banking
Department, respectively. The Banks which are chartered under the banking laws
of the United States are subject to examination, supervision and regulation by
the Office of the Comptroller of the Currency ("OCC"). In addition, the deposits
of the Banks are insured by the FDIC to the extent provided by law, and are
subject to examination, supervision and regulation by the FDIC.
The Georgia Banking Department, Florida Banking Department, Alabama Banking
Department, OCC and the FDIC regulate all areas of the Banks' banking and trust
operations,including, where appropriate,reserves,investments,loans, mergers, the
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issuance of securities, payment of dividends, interest rates, extension of
credit to officers and directors, establishment of branches, maintenance of
capital and other aspects of their operations.
Also, the payment of management fees by banking subsidiaries of a bank
holding company is subject to supervision and regulation by the Georgia Banking
Department, Florida Banking Department, Alabama Banking Department, the OCC, the
Board and the FDIC. The payment of management fees by non-banking subsidiaries
of a bank holding company is also subject to supervision and regulation by the
Board.
Numerous other federal and state laws, as well as regulations promulgated
by the Board, the Georgia Banking Department, Florida Banking Department,
Alabama Banking Department, the OCC and the FDIC govern almost all aspects of
the operations of the Banks.
Employees.
During 1996, the average number of employees of Synovus was 6,695, which
number includes 2,498 persons who are employees of TSYS.
Competition.
Banking. Synovus and the Banks encounter vigorous competition from other
commercial banks, savings and loan associations and other financial institutions
and intermediaries in their respective market areas. Certain of the Banks are
smaller than many of the financial institutions in their respective market
areas.
The Banks compete with other banks in their respective market areas in
obtaining new deposits and accounts, making loans, obtaining branch banking
locations and providing other banking services. The Banks also compete with
savings institutions and credit unions in their respective markets for savings
and transaction deposits, certificates of deposit and various types of loans.
Competition for loans is also offered by other financial intermediaries,
including savings institutions, mortgage banking firms and real estate
investment trusts, small loan and finance companies, insurance companies, credit
unions, leasing companies and certain government agencies. Competition for time
deposits and, to a more limited extent, demand and transaction deposits is also
offered by a number of other financial intermediaries and investment
alternatives, including "money-market" mutual funds, brokerage firms, government
and corporate bonds and other securities.
In the offering of fiduciary services, the Banks and Synovus Trust Company,
a wholly owned subsidiary of CB&T, compete with commercial banks and savings
institutions having trust powers, trust companies, and investment advisory and
brokerage firms and other individuals and firms that offer fiduciary, escrow, or
corporate trust services.
6
Synovus Securities competes with full-service brokerage firms. In the
offering of investment advisory and securities brokerage services, Synovus
Securities competes with banking and brokerage concerns which provide investment
advisory and broker-dealer services for fixed income portfolios.
Bankcard Data Processing Subsidiary. TSYS encounters vigorous competition
in providing bankcard data processing services from several different sources.
The national market in third party bankcard data processors is presently being
provided by approximately five vendors. TSYS believes that it is the second
largest third party bankcard processor in the United States. In addition, TSYS
competes against software vendors which provide their products to institutions
which process in-house. TSYS is presently encountering, and in the future
anticipates continuing to encounter, substantial competition from bankcard
associations, data processing and bankcard computer service firms and other such
third party vendors located throughout the United States.
TSYS' major competitor in the bankcard data processing industry is First
Data Resources, Inc., which is headquartered in Omaha, Nebraska, and provides
bankcard data processing services, including authorization and data entry
services. The principal methods of competition between TSYS and First Data
Resources are price and the type and quality of services provided. In addition,
there are a number of other companies which have the necessary financial
resources and the technological ability to develop or acquire products and, in
the future, to provide services similar to those being offered by TSYS.
Selected Statistical Information.
The "Financial Review" Section, which is set forth on pages F-30 through
F-51 of Synovus' 1996 Annual Report to Shareholders, which includes the
information encompassed within "Selected Statistical Information", is
specifically incorporated herein by reference.
Item 2. Properties.
Synovus and its subsidiaries own, in some cases subject to mortgages or
other security interests, or lease all of the real property and/or buildings on
which it is located. All of such buildings are in a good state of repair and are
appropriately designed for the purposes for which they are used.
See Note 6 and Note 10 of Notes to Consolidated Financial Statements on
page F-16, and pages F-21 through F-23, of Synovus' 1996 Annual Report to
Shareholders which are specifically incorporated herein by reference.
CB&T occupies an approximately 225,000 square foot building known as the
Uptown Center in Columbus, Georgia which provides office space for most of its
operations.
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TSYS occupies a 252,000 square foot production center which is located on a
40.4 acre tract of land in north Columbus, Georgia. Primarily a production
center, this facility houses TSYS' primary data processing computer operations,
statement preparation, mail handling, microfiche production and purchasing, as
well as other related operations. Additional space will be added to this
facility in 1997 to house TSYS' card production services.
During 1995, TSYS purchased a 110,000 square foot building on a 23 acre
site in Columbus, Georgia to accommodate current and future space needs.
On March 7, 1996, TSYS announced its plans to purchase approximately 50
acres in downtown Columbus, Georgia, on which it will begin building a
campus-like complex for its corporate headquarters in 1997.
Item 3. Legal Proceedings.
See Note 10 of Notes to Consolidated Financial Statements on pages F-21
through F-23 of Synovus' 1996 Annual Report to Shareholders which is
specifically incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Shares of common stock of Synovus are traded on the New York Stock Exchange
under the symbol "SNV." See "Capital Resources and Dividends" under the
"Financial Review" Section which is set forth on pages F-47 through F-49 of
Synovus' 1996 Annual Report to Shareholders which is specifically incorporated
herein by reference.
On October 31, 1994, Synovus issued 823,319 shares of its $1.00 par value
common stock to the shareholders of State Bancshares, Inc., the parent company
of the $62 million asset Coffee County Bank, in exchange for all 53,000 of the
issued and outstanding shares of $.10 par value common stock of State
Bancshares, Inc. The securities were issued pursuant to the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933 as they
were issued to a limited number of persons. The securities were subsequently
registered with a Form S-3 Registration Statement on November 21, 1994.
Item 6. Selected Financial Data.
See "Five Year Selected Financial Data" under the "Financial Review"
Section which is set forth on page F-30 of Synovus' 1996 Annual Report to
Shareholders which is specifically incorporated herein by reference.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The "Financial Review" Section which is set forth on pages F-30 through
F-50 of Synovus' 1996 Annual Report to Shareholders, which includes the
information encompassed by "Management's Discussion and Analysis of Financial
Condition and Results of Operations", is specifically incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data.
The "Summary of Quarterly Financial Data" Section which is set forth on
page F- 51, and the "Consolidated Statements of Condition, Consolidated
Statements of Income, Consolidated Statements of Changes in Shareholders'
Equity, Consolidated Statements of Cash Flows, Summary of Significant Accounting
Policies, Notes to Consolidated Financial Statements and Independent Auditors'
Report" Sections which are set forth on pages F-2 through F-28 of Synovus' 1996
Annual Report to Shareholders are specifically incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 10. Directors and Executive Officers of the Registrant.
The "ELECTION OF DIRECTORS - Information Concerning Directors and Nominees"
Section which is set forth on pages 3 and 4, the "ELECTION OF DIRECTORS
- -Information Concerning Directors and Nominees for Class III Directors General
Information" Section which is set forth on pages 4 through 6, the "ELECTION OF
DIRECTORS - Executive Officers" Section which is set forth on pages 9 and 10,
and the "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE SECTION" which
is set forth on page 25 of Synovus' Proxy Statement in connection with its
Annual Shareholders' Meeting to be held on April 17, 1997 are specifically
incorporated herein by reference.
Item 11. Executive Compensation.
The "EXECUTIVE COMPENSATION - Summary Compensation Table; Stock Option
Exercises and Grants; Compensation of Directors; Employment Contracts and Change
in Control Arrangements; and Compensation Committee Interlocks and Insider
Participation" Sections which are set forth on pages 10 through 14 and pages 17
through 19 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 17, 1997 are specifically incorporated
herein by reference.
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Item 12. Security Ownership of Certain Beneficial Owners and Management.
The "ELECTION OF DIRECTORS - Information Concerning Directors and Nominees
for Class III Directors - Synovus Common Stock Ownership of Directors and
Management" Section which is set forth on pages 6 through 8, the "PRINCIPAL
SHAREHOLDERS" Section which is set forth on pages 20 and 21, and the
"RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF SYNOVUS'
SUBSIDIARIES AND AFFILIATES - TSYS Common Stock Ownership of Directors and
Management" Section which is set forth on pages 22 and 23 of Synovus' Proxy
Statement in connection with its Annual Shareholders' Meeting to be held on
April 17, 1997 are specifically incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The "EXECUTIVE COMPENSATION - Compensation Committee Interlocks and Insider
Participation Section" which is set forth on pages 17 through 19, "EXECUTIVE
COMPENSATION" -Transactions with Management" Section which is set forth on page
19, the "RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF
SYNOVUS' SUBSIDIARIES AND AFFILIATES - Beneficial Ownership of TSYS Common Stock
by Columbus Bank" Section which is set forth on page 22, the "RELATIONSHIPS
BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF SYNOVUS' SUBSIDIARIES AND
AFFILIATES - Interlocking Directorates of Synovus, Columbus Bank and TSYS"
Section which is set forth on page 22, and the "RELATIONSHIPS BETWEEN SYNOVUS,
COLUMBUS BANK, TSYS AND CERTAIN OF SYNOVUS' SUBSIDIARIES AND AFFILIATES -
Transactions and Agreements Between Synovus, Columbus Bank, TSYS and Certain of
Synovus' Subsidiaries" Section which is set forth on pages 24 and 25 of Synovus'
Proxy Statement in connection with its Annual Shareholders' Meeting to be held
on April 17, 1997 are specifically incorporated herein by reference.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial Statements
The following Consolidated Financial Statements of
Synovus Financial Corp. and its subsidiaries are
specifically incorporated by reference from pages F-2
through F-28 of Synovus' 1996 Annual Report to
Shareholders, in response to Item 8, Part II,
Financial Statements and Supplementary Data.
Consolidated Statements of Condition - December 31,
1996 and 1995
Consolidated Statements of Income - Years Ended
December 31, 1996, 1995 and 1994
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Consolidated Statements of Changes in Shareholders'
Equity - Years Ended December 31,1996, 1995 and 1994
Consolidated Statements of Cash Flows -
Years Ended December 31, 1996, 1995 and 1994
Summary of Significant Accounting Policies -
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements -
December 31, 1996, 1995 and 1994
Independent Auditors' Report
2. Financial Statement Schedules
Financial Statement Schedules - None applicable
because the required information has been
incorporated in the Consolidated Financial Statements
of Synovus Financial Corp. and its subsidiaries
incorporated by reference herein.
3. Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation, as amended, of
Synovus Financial Corp. ("Synovus")
incorporated by reference to Exhibit 4(a)
of Synovus' Registration Statement on Form
S-8 filed with the Securities and
Exchange Commission on July 23, 1990 (File
No. 33-35926).
3.2 Bylaws, as amended, of Synovus.
4.1 Form of Rights Agreement incorporated by
reference to Exhibit 1 of Synovus'
Registration Statement on Form 8-A dated
May 3, 1989 pursuant to Section 12 of the
Securities Exchange Act of 1934, as
amended.
9.1 Voting Lease Agreement incorporated by
reference to Exhibit 9.1 of Synovus' Annual
Report on Form 10-K for the fiscal year
ended December 31, 1994, as filed with the
Commission on March 24, 1995.
10. EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
11
10.1 Employment Agreements of James H. Blanchard
and James D. Yancey with Synovus
incorporated by reference to Exhibit 10.1
of Synovus' Registration Statement on Form
S-1 filed with the Commission on December
18, 1990 (File No. 33-38244).
10.2 Incentive Bonus Plan of Synovus
incorporated by reference to Exhibit 10.5
of Synovus' Registration Statement on Form
S-1 filed with the Commission on December
18, 1990 (File No. 33-38244).
10.3 Director Stock Purchase Plan of Synovus
incorporated by reference to Exhibit 10(a)
of Synovus' Registration Statement on Form
S-8 filed with the Commission on December
3, 1984 (File No. 2-94639).
10.4 Key Executive Restricted Stock Bonus Plan
of Synovus incorporated by reference to
Exhibit 10.6 of Synovus' Registration
Statement on Form S-1 filed with the
Commission on December 18, 1990 (File
No. 33-38244).
10.5 1989 Stock Option Plan of Synovus
incorporated by reference to Exhibit "A"
of Synovus' Registration Statement on Form
S-8 filed with the Commission on July 23,
1990 (File No.33-35926), which Option Plan
was amended on March 16, 1992 to
eliminate the stock appreciation rights
feature of the outstanding options under
the Plan and reduce the exercise price from
$16 5/8 per share to $9.70 per share.
10.6 Employment Agreements of John T. Oliver,
Jr. and Richard E. Anthony with Synovus and
Consulting Agreement of H. Lynn Page with
Synovus incorporated by reference to
Exhibit 10.6 of Synovus' Annual Report
on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the
Commission on March 29, 1993.
10.7 Excess Benefit Agreement of Synovus
incorporated by reference to Exhibit 10.7
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, as
filed with the Commission on March 24,
1995.
12
10.8 Wage Continuation Agreement of Synovus
incorporated by reference to Exhibit 10.8
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, as
filed with the Commission on March 29,
1993.
10.9 1991 Stock Option Plan for Key Executives
of Synovus incorporated by reference to
Exhibit 10.9 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992, as filed with the
Commission on March 29, 1993.
10.10 Synovus Financial Corp. 1992 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.10 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December
31, 1992, as filed with the Commission on
March 29, 1993.
10.11 Agreement in Connection with Use of Aircraft
incorporated by reference to Exhibit 10.11
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, as
filed with the Commission on March 29, 1993.
10.12 Life Insurance Trusts incorporated by
reference to Exhibit 10.12 of Synovus'
Annual Report on Form 10-K for the fiscal
year ended December 31, 1992, as filed with
the Commission on March 29, 1993.
10.13 Supplemental Compensation Agreement,
Incentive Compensation Agreements and
Performance Compensation Agreement with
Richard E. Anthony; which Agreements were
assumed by Synovus on December 31, 1992 as a
result of its acquisition of First
Commercial Bancshares, Inc.; and which stock
awards made pursuant to the Agreements were
converted at a ratio of 1.5 to 1, the
exchange ratio applicable to the merger
incorporated by reference to Exhibit 10.13
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, as
filed with the Commission on March 29, 1993.
10.14 1993 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.14 of Synovus' Annual Report on
Form 10-K for the fiscal year ended
13
December 31, 1993, as filed with the
Commission on March 28, 1994.
10.15 1995 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.15 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1994,
as filed with the Commission on March 24,
1995.
10.16 Synovus Financial Corp. 1995 Long-Term
Incentive Plan incorporated by reference to
Exhibit 10.16 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December
31, 1994, as filed with the Commission on
March 24, 1995.
10.17 Employment Agreement of Robert V. Royall,
Jr. and Employment and Retirement Agreements
of William L. Pherigo incorporated by
reference to Exhibit 10.17 of Synovus'
Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, as filed with
the Commission on March 25, 1996.
10.18 Synovus Financial Corp. Executive Bonus
Plan incorporated by reference to Exhibit
10.18 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1995,
as filed with the Commission on March 25,
1996.
10.19 Change of Control Agreements incorporated by
reference to Exhibit 10.19 of Synovus'
Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, as filed with
the Commission on March 25, 1996.
10.20 Consulting Agreement of Joe E. Beverly.
11.1 Statement of Computation of Net Income Per
Common Share.
13.1 Certain specified pages of Synovus' 1996
Annual Report to Shareholders which are
specifically incorporated herein by
reference.
20.1 Proxy Statement, for the Annual Meeting of
Shareholders of Synovus to be held on April
17, 1997,
14
certain specified pages of which
are specifically incorporated herein by
reference.
21.1 Subsidiaries of Synovus Financial Corp.
23.1 Independent Auditors' Consents.
24.1 Powers of Attorney contained on the
signature pages of the 1996 Annual Report
on Form 10-K.
27.1 Financial Data Schedule (for SEC use only).
99.1 Annual Report on Form 11-K for the Synovus
Financial Corp. Employee Stock Purchase Plan
for the year ended December 31, 1996 (to be
filed as an amendment hereto within 120 days
of the end of the period covered by this
report).
99.2 Annual Report on Form 11-K for the Synovus
Financial Corp. Director Stock Purchase Plan
for the year ended December 31, 1996 (to be
filed as an amendment hereto within 120 days
of the end of the period covered by this
report).
Synovus agrees to furnish the Commission, upon request, a copy of each
instrument with respect to issues of long-term debt. The principal amount of any
individual instrument, which has not been previously filed, does not exceed ten
percent of the total assets of Synovus and its subsidiaries on a consolidated
basis.
(b) Reports on Form 8-K.
None.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Synovus Financial Corp. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SYNOVUS FINANCIAL CORP.
(Registrant)
March 5, 1997 By:/s/James H. Blanchard
---------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James H. Blanchard, James D. Yancey and
Stephen L. Burts, Jr., and each of them, his or her true and lawful
attorney(s)-in-fact and agent(s), with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this report and to file the
same, with all exhibits and schedules thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney(s)-in-fact and agent(s) full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney(s)-in-fact and
agent(s), or their substitute(s), may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of Section 13 or 15(d) the Securities
Exchange Act of 1934, as amended, this report has been signed by the following
persons in the capacities and on the dates indicated.
/s/William B. Turner Date: March 5, 1997
- ------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: March 5, 1997
- -----------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
16
/s/John T. Oliver, Jr. Date: March 5, 1997
- ------------------------------
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee
/s/James D. Yancey Date: March 5, 1997
- ------------------------------
James D. Yancey,
Vice Chairman of the Board
/s/Richard E. Anthony Date: March 5, 1997
- -----------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: March 5, 1997
- -----------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Stephen L. Burts, Jr. Date: March 5, 1997
- ----------------------------
Stephen L. Burts, Jr.,
President
/s/G. Sanders Griffith, III Date: March 5, 1997
- -----------------------------
G. Sanders Griffith, III,
Senior Executive Vice President,
General Counsel and Secretary
/s/Thomas J. Prescott Date: March 5, 1997
- ------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
/s/Jay C. McClung Date: March 5, 1997
- ------------------------------
Jay C. McClung,
Executive Vice President
/s/Calvin Smyre Date: March 5, 1997
- -----------------------------
Calvin Smyre,
Executive Vice President
17
- ---------------------------------- Date:
Daniel P. Amos,
Director
/s/Joe E. Beverly Date: March 5, 1997
- ----------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: March 5, 1997
- ---------------------------------
Richard Y. Bradley,
Director
/s/C. Edward Floyd Date: March 5, 1997
- --------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: March 5, 1997
- ---------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/V. Nathaniel Hansford Date: March 5, 1997
- --------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: March 5, 1997
- --------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: March 5, 1997
- -------------------------------
Mason H. Lampton,
Director
- ------------------------------- Date:
Elizabeth C. Ogie,
Director
18
/s/H. Lynn Page Date: March 5, 1997
- ---------------------------
H. Lynn Page,
Director
/s/William L. Pherigo Date: March 5, 1997
- ----------------------------
William L. Pherigo,
Director
/s/Robert V. Royall, Jr. Date: March 5, 1997
- ----------------------------
Robert V. Royall, Jr.,
Director
/s/George C. Woodruff, Jr. Date: March 5, 1997
- ---------------------------
George C. Woodruff, Jr.,
Director
19
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