EXHIBIT 99.3
LETTER OF TRANSMITTAL AND ELECTION FORM
TO ACCOMPANY CERTIFICATES REPRESENTING SHARES OF COMMON STOCK, PAR
VALUE $0.01 PER SHARE, SERIES ONE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE,
AND 7% CONVERTIBLE PREFERRED STOCK, PAR VALUE $10.00 PER SHARE, OF UNITED
FINANCIAL HOLDINGS, INC. WHEN SUBMITTED PURSUANT TO AN ELECTION IN CONNECTION
WITH THE PROPOSED MERGER OF UNITED FINANCIAL HOLDINGS, INC. WITH AND INTO
SYNOVUS FINANCIAL CORP.
TO BE DELIVERED BY PERSONS ENTITLED TO RECEIVE INCENTIVE SHARES (AS
DEFINED HEREIN) WHEN SUBMITTED PURSUANT TO AN ELECTION IN CONNECTION WITH THE
PROPOSED MERGER OF UNITED FINANCIAL HOLDINGS, INC. WITH AND INTO SYNOVUS
FINANCIAL CORP.
A PROPERLY EXECUTED LETTER OF TRANSMITTAL AND ELECTION FORM, ALONG WITH
THE STOCK CERTIFICATES COVERED THEREBY (OTHER THAN WITH RESPECT TO INCENTIVE
SHARES), OR A GUARANTEE OF DELIVERY OF SUCH STOCK CERTIFICATES, MUST BE RECEIVED
BY MELLON INVESTOR SERVICES, L.L.C. ("THE EXCHANGE AGENT") NO LATER THAN 5:00
P.M. EASTERN TIME ON _________ ___, 2003, THE DATE OF THE UNITED FINANCIAL
SPECIAL MEETING OF SHAREHOLDERS ("THE ELECTION DEADLINE"). IF A HOLDER OF COMMON
STOCK, SERIES ONE PREFERRED STOCK OR 7% CONVERTIBLE PREFERRED STOCK OF UNITED
FINANCIAL OR A PERSON ENTITLED TO RECEIVE INCENTIVE SHARES (A "UNITED FINANCIAL
SHAREHOLDER") DOES NOT MAKE AN EFFECTIVE ELECTION, SUCH UNITED FINANCIAL
SHAREHOLDER MAY RECEIVE EITHER CASH, SHARES OF COMMON STOCK, PAR VALUE $1.00 PER
SHARE, OF SYNOVUS FINANCIAL CORP. OR A COMBINATION THEREOF, AS DETERMINED BY THE
EXCHANGE AGENT, PURSUANT TO THE ALLOCATION PROCEDURES SET FORTH IN THE AGREEMENT
AND PLAN OF MERGER, AS AMENDED, DATED AS OF SEPTEMBER 24, 2002, AS AMENDED
NOVEMBER 12, 2002, BY AND BETWEEN SYNOVUS FINANCIAL CORP. AND UNITED FINANCIAL
HOLDINGS, INC.
DESCRIPTION OF STOCK CERTIFICATES SURRENDERED (PLEASE FILL IN. ATTACH SEPARATE SCHEDULE IF NEEDED)
- ---------------------------------------------------------------------------------------------------------------------------
NAME(s) AND ADDRESS OF REGISTERED HOLDER(s)
IF THERE IS ANY ERROR IN THE NAME OR ADDRESS SHOWN BELOW, PLEASE STOCK CERTIFICATE TYPE AND NUMBER OF
MAKE THE NECESSARY CORRECTIONS NO(s) SHARES OF UNITED
FINANCIAL CAPITAL STOCK
- ---------------------------------------------------------------------------------------------------------------------------
----------------------- ---------------------------
----------------------- ---------------------------
----------------------- ---------------------------
----------------------- ---------------------------
----------------------- ---------------------------
----------------------- ---------------------------
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
INCENTIVE SHARE INFORMATION (PLEASE FILL IN. ATTACH SEPARATE SCHEDULE IF NEEDED)
List below the number of Incentive Shares to which you are entitled and to which this Letter of Transmittal and
Election Form relates.
- ---------------------------------------------------------------------------------------------------------------------------
NAME(s) AND ADDRESS OF REGISTERED HOLDER(s)
IF THERE IS ANY ERROR IN THE NAME OR ADDRESS SHOWN BELOW, PLEASE NUMBER OF INCENTIVE SHARES TO WHICH THE
MAKE THE NECESSARY CORRECTIONS UNDERSIGNED IS (ARE) ENTITLED
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
Mail or deliver this Letter of Transmittal and Election Form, or a facsimile
thereof, together with the Certificate(s) representing your United Financial
Capital Stock (other than with respect to Incentive Shares), to:
MELLON INVESTOR SERVICES, L.L.C.
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
- ------------------------------- ------------------------------- ----------------------------------
Attn.: Reorganization Department Attn.: Reorganization Department Attn. Reorganization Department
Post Office Box 3300 120 Broadway, 13th Floor 85 Challenger Road Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
TELEPHONE ASSISTANCE: 1-800-777-3674
* Deliveries made to an address other than any of the addresses stated above
will not be acceptable and Mellon Investor Services, L.L.C. will not be
responsible therefor.
Dear Sirs:
In connection with the proposed merger (the "Merger") of United
Financial Holdings, Inc., a Florida corporation ("United Financial"), with and
into Synovus Financial Corp., a Georgia corporation ("Synovus"), pursuant to
that certain Agreement and Plan of Merger, as amended, dated as of September 24,
2002, as amended November 12, 2002, by and between Synovus and United Financial
(the "Merger Agreement"), the undersigned either (i) hereby submits the stock
certificates listed on the first page hereof, which, prior to the Merger,
represent shares of common stock, par value $0.01 per share, of United Financial
("United Financial Common Stock"), series one preferred stock, par value $0.01
per share, of United Financial ("United Financial Series One Preferred Stock"),
or 7% convertible preferred stock, par value $10.00 per share, of United
Financial ("United Financial 7% Preferred Stock," and together with the United
Financial Common Stock and the United Financial Series One Preferred Stock, the
"United Financial Capital Stock") or (ii) pursuant to the terms of the Merger
Agreement, is entitled to receive shares of United Financial Common Stock, prior
to the effective date of the Merger, for which stock certificates will not be
issued by United Financial (the "Incentive Shares"), in order to comply with
certain provisions of that certain Stock Purchase Agreement, dated September 22,
2000, as amended and restated by that certain Amended and Restated Fourth
Amendment to the Stock Purchase Agreement, dated March 21, 2001, by and among
United Financial, First Security Bank, a Florida corporation ("First Security"),
and all of the shareholders of First Security (the "United Financial Stock
Purchase Agreement").
Immediately prior to the Merger, except as to shares of United
Financial Capital Stock as to which dissenters' rights have been duly and
validly exercised in accordance with Florida law, (i) each outstanding share of
United Financial Common Stock will remain outstanding and unchanged, (ii) each
outstanding share of United Financial Series One Preferred Stock will be
converted on a one-for-one basis into a share of United Financial Common Stock,
(iii) each outstanding share of United Financial 7% Preferred Stock will be
converted into 8.43453 shares of United Financial Common Stock, and (iv) United
Financial will issue 35,181 Incentive Shares. Certificates which represent
shares of United Financial Series One Preferred Stock and United Financial 7%
Preferred Stock will be deemed to represent shares of United Financial Common
Stock into which such shares of United Financial Series One Preferred Stock and
United Financial 7% Preferred Stock have been converted immediately prior to the
Merger.
The undersigned being either a holder of stock certificates for United
Financial Capital Stock or entitled to receive Incentive Shares (for which stock
certificates will not be issued) indicates the following preference(s), subject
as set forth below, to have each share of United Financial Common Stock,
including shares of United Financial Common Stock resulting from the conversion
of United Financial Series One Preferred Stock and United Financial 7% Preferred
Stock immediately preceding the Merger, represented by such stock certificate,
and each Incentive Share, respectively, converted into either (i) the right to
receive 0.8021 shares of common stock, par value $1.00 per share of Synovus
("Synovus Common Stock"), (ii) the right to receive $16.47 in cash, without
interest, or (iii) the right to receive a combination of shares of Synovus
Common Stock and cash with a total value (based on the exchange ratio) equal to
the maximum amount a United Financial Shareholder would receive if such
shareholder elected to receive only shares of Synovus Common Stock or only cash.
It is understood that the following election(s) is (are) subject to the terms,
conditions and limitations set forth in (i) the Proxy Statement/Prospectus,
dated __________ ___, 2003 relating to the Merger (the "Proxy
Statement/Prospectus"), receipt of which is hereby acknowledged by the
undersigned, (ii) the Merger Agreement, attached as Appendix "A" to the Proxy
Statement/Prospectus, and (iii) the accompanying Instructions. The undersigned
understands that neither stock certificates nor scrip representing fractional
shares of Synovus Common Stock will be issued, but in lieu thereof, each United
Financial Shareholder who would otherwise have been entitled to a fraction of a
share of Synovus Common Stock in the Merger will be paid cash, without interest,
in an amount equal to the fractional portion of the share of Synovus Common
Stock to which such United Financial Shareholder would be entitled multiplied by
the closing price per share of Synovus Common Stock on the New York Stock
Exchange (the "NYSE") on the last business day immediately preceding the
effective date of the Merger.
The undersigned authorizes and instructs you, as Exchange Agent, to
deliver such stock certificates and to receive on behalf of the undersigned, in
exchange for the shares of United Financial Common Stock represented thereby,
including shares of United Financial Common Stock resulting from the conversion
of United Financial Series One Preferred Stock and United Financial 7% Preferred
Stock immediately preceding the Merger, or in exchange for Incentive Shares, as
the case may be, any check for the cash or any stock certificate for the shares
of Synovus Common Stock issuable in the Merger. If stock certificates for shares
of United Financial Capital Stock (excluding Incentive Shares) are not delivered
herewith, there is furnished below a guarantee of delivery of such stock
certificates for shares of United Financial Capital Stock from a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. or a commercial bank or trust company having an office
or correspondent in the United States.
Unless otherwise indicated under Special Payment Instructions, please
issue any check and any stock certificate for shares of Synovus Common Stock in
the name of the registered holders of the United Financial Capital Stock or in
the name of the person entitled to receive Incentive Shares. Similarly, unless
otherwise indicated under Special Delivery Instructions, please mail any check
and any stock certificate for shares of Synovus Common Stock to the registered
holders of the United Financial Capital Stock or to the person entitled to
receive Incentive Shares at the address or addresses shown on the first page
hereof.
A PROPERLY EXECUTED LETTER OF TRANSMITTAL AND ELECTION FORM, ALONG WITH
THE STOCK CERTIFICATES COVERED THEREBY OR A GUARANTEE OF DELIVERY OF SUCH
CERTIFICATES OR WHICH RELATES TO INCENTIVE SHARES MUST BE RECEIVED BY THE
EXCHANGE AGENT BY THE ELECTION DEADLINE. IF A UNITED FINANCIAL SHAREHOLDER DOES
NOT MAKE AN EFFECTIVE ELECTION, SUCH SHAREHOLDER MAY RECEIVE EITHER CASH, SHARES
OF SYNOVUS COMMON STOCK OR A COMBINATION THEREOF, AS DETERMINED BY THE EXCHANGE
AGENT, PURSUANT TO THE ALLOCATION PROCEDURES CONTAINED IN THE MERGER AGREEMENT.
- ---------------------------------------------------------------------------------------------------------------------
CERTIFICATE ENCLOSED OR DELIVERY TYPE OF ELECTION
GUARANTEED
(ATTACH SEPARATE LIST IF NECESSARY) (SEE INSTRUCTIONS B, C and E)
- ---------------------------------------------------------------------------------------------------------------------
CERTIFICATE NUMBER TOTAL NUMBER OF TOTAL NUMBER OF TOTAL NUMBER OF TOTAL NUMBER OF WHOLE SHARES
SHARES WHOLE SHARES SUBJECT WHOLE SHARES SUBJECT SUBJECT TO PER SHARE COMBO
REPRESENTED BY TO PER SHARE CASH TO PER SHARE STOCK CONSIDERATION
CERTIFICATE CONSIDERATION CONSIDERATION
($16.47 PER SHARE) (0.8021 SHARES)
- ---------------------------------------------------------------------------------------------------------------------
Number of whole shares
for which cash
consideration is
elected:______________
Number of whole
shares for which
stock consideration
is elected:___________
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
INCENTIVE SHARES TYPE OF ELECTION
(ATTACH SEPARATE LIST IF NECESSARY)
(SEE INSTRUCTIONS B, C and E)
- ---------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF INCENTIVE SHARES TO TOTAL NUMBER OF TOTAL NUMBER OF TOTAL NUMBER OF WHOLE SHARES
WHICH THE UNDERSIGNED IS (ARE) ENTITLED WHOLE SHARES SUBJECT WHOLE SHARES SUBJECT SUBJECT TO PER SHARE COMBO
TO PER SHARE CASH TO PER SHARE STOCK CONSIDERATION
CONSIDERATION CONSIDERATION
($16.47 PER SHARE) (0.8021 SHARES)
- ---------------------------------------------------------------------------------------------------------------------
Number of whole shares
for which cash
consideration is
elected:______________
Number of whole
shares for which
stock consideration
is elected:___________
- ---------------------------------------------------------------------------------------------------------------------
NOTE: The tax consequences to a United Financial Shareholder of an Election (as
defined herein) vary depending upon, among other things, which of the above
alternatives is chosen. For certain information as to the federal income tax
consequences of each type of Election, see "The Merger - Material U.S. Federal
Income Tax Consequences" in the Proxy Statement/Prospectus.
IMPORTANT: In the event that Elections to receive either Synovus Common Stock or
cash or a combination of Synovus Common Stock and cash exceed the limitations
set forth in the Merger Agreement and described in the Proxy
Statement/Prospectus, the shares of United Financial Common Stock, including
shares of United Financial Common Stock resulting from the conversion of United
Financial Series One Preferred Stock and United Financial 7% Preferred Stock
immediately preceding the Merger, and Incentive Shares as to which Elections
have been made to receive the form of consideration which is over-subscribed
will be reduced pursuant to specified allocation procedures set forth in Section
I of the Merger Agreement.
- ------------------------------------------------------- --------------------------------------------------------
SPECIAL EXCHANGE INSTRUCTIONS SPECIAL INSTRUCTIONS FOR DELIVERY
(See Instructions E(5) and E(7)) (See Instruction E(6))
To be completed ONLY if the checks are to be made To be completed ONLY if the checks are to be made
payable or the certificates for shares of Synovus payable to or the certificates for shares of Synovus
Common Stock are to be registered in the name of Common Stock are to be issued in the name of the
someone other than the undersigned registered undersigned registered holder(s) of United Financial
holder(s) of United Financial Capital Stock or the Capital Stock or the person entitled to receive
person entitled to receive Incentive Shares. Incentive Shares, but are to be sent to someone other
than the undersigned registered holder(s) or the
Name(s) person entitled to receive Incentive Shares or to an
-------------------------------------- address other than the address of the registered
holder(s) of United Financial Capital Stock or the
- --------------------------------------------- person entitled to receive Incentive Shares set forth
(Please Print) below.
Address:
-------------------------------------
- ---------------------------------------------
(Include Zip Code)
Name(s)
- -------------------------------------------- -------------------------------------------------
(Social Security or Tax ID Number)
--------------------------------------------------------
(Please Print)
Address:
------------------------------------------------
--------------------------------------------------------
(Include Zip Code)
--------------------------------------------------------
(Social Security or Tax ID Number)
- ------------------------------------------------------- --------------------------------------------------------
SIGN HERE AND, IF REQUIRED, HAVE SIGNATURES GUARANTEED
(SEE INSTRUCTION E(5) CONCERNING SIGNATURE GUARANTEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s) of Owner(s)
- --------------------------------------------------------------------------------
Dated:
----------------------------------------------
- --------------------------------------------------------------------------------
Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on stock
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificate and documents transmitted herewith or
by the person entitled to receive Incentive Shares. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
set forth full title and see Instruction E(3).
Name(s) (Please Print)
----------------------------------------------------------
Capacity
------------------------------------------------------------------------
Address (include Zip Code)
------------------------------------------------------
Area Code and Tel. No.
----------------------------------------------------------
Tax ID or Social Security No.
---------------------------------------------------
- --------------------------------------------------------------------------------
GUARANTEE OF SIGNATURES
(SEE INSTRUCTION E(5))
Authorized Signature
------------------------------------------------------------
Name of Firm Dated:
------------------------------ -----------------------------
- --------------------------------------------------------------------------------
GUARANTEE OF DELIVERY
(TO BE USED ONLY IF CERTIFICATES
(OTHER THAN FOR INCENTIVE SHARES) ARE NOT SURRENDERED HEREWITH)
- --------------------------------------------------------------------------------
The undersigned is:
- --------------------------------------------------------------------------------
a member of a registered national
securities exchange; or
----------------------------------------
(Firm -- Please Print)
- --------------------------------------------------------------------------------
a member of the National Association
of Securities Dealers, Inc.; or
----------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
a commercial bank or trust company having
an office or correspondent in the
United States; and guarantees to deliver ----------------------------------
to the Exchange Agent the certificates
for shares of United Financial Capital ----------------------------------
Stock to which this Combined Letter of
Transmittal and Election Form relates, ----------------------------------
duly endorsed in blank or otherwise in
form acceptable for transfer on the books (Address)
of United Financial, no later than 5:00 P.M.
Eastern Time on the third NYSE trading
day after the Election Deadline. ----------------------------------
(Area Code and Telephone Number)
- --------------------------------------------------------------------------------
SEE INSTRUCTION F FOR INSTRUCTIONS CONCERNING THE COMPLETION OF THE SUBSTITUTE
FORM W-9 BELOW.
- ----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE Social Security Number
BOX AT THE RIGHT AND CERTIFY BY SIGNING or Employer
FORM W-9 AND DATING BELOW. Identification Number ______
- ----------------------------------------------------------------------------------------------------------------------
PART 2--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
Department of the (2) I am not subject to backup withholding because: (a) I am exempt from
Treasury backup withholding, or (b) I have not been notified by the Internal
Internal Revenue Service Revenue Service (the "IRS") that I am subject to backup withholding
as a result of a failure to report all interest or dividends, or (c)
the IRS has notified me that I am no longer subject to backup
PAYER'S REQUEST FOR withholding.
TAXPAYER IDENTIFICATION Certification Instructions - You must cross out item (2) above if you
NUMBER ("TIN") have been notified by the IRS that you are currently subject to
backup withholding because of under-reporting interest or
dividends on your tax return. However, if, after being notified
by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such Item (2).
- ----------------------------------------------------------------------------------------------------------------------
SIGN HERE Signature PART 3--
------------------------------
Date Awaiting TIN []
-------------------,---------------
- ----------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 30% of all
reportable payments made to me will be withheld.
Signature: Date:
---------------------------------- -----------------------------
- --------------------------------------------------------------------------------
DO NOT WRITE IN THE SPACE BELOW
SHARES SHARES
SHARES CONVERTED INTO AMOUNT OF CONVERTED CERTIFICATE
SURRENDERED CASH CHECK NO. CHECK INTO STOCK NO.
- ----------------------- ------------------- ---------------- ----------------- ------------------- -------------------
- ----------------------- ------------------- ---------------- ----------------- ------------------- -------------------
- ----------------------- ------------------- ---------------- ----------------- ------------------- -------------------
- ----------------------- ------------------- ---------------- ----------------- ------------------- -------------------
Delivery Prepared By _______________ Checked By______________ Date __________
INSTRUCTIONS
A. SPECIAL CONDITIONS.
1. Time in Which to Elect. To be effective, an Election (as hereinafter
defined) on this form or a facsimile hereof, accompanied by the above-described
certificates representing shares of United Financial Capital Stock or a proper
guarantee of delivery thereof, or by a person entitled to receive Incentive
Share, must be received by the Exchange Agent, at the address set forth above,
no later than 5:00 p.m. Eastern Time on __________ ___, 2003, the date of the
United Financial Special Meeting of Shareholders (the "Election Deadline").
United Financial Shareholders whose stock certificates are not immediately
available may also make an Election by completing this form or a facsimile
thereof, having the Guarantee of Delivery box properly completed and duly
executed (subject to the condition that the stock certificates, the delivery of
which is thereby guaranteed, are in fact delivered to the Exchange Agent, duly
endorsed in blank or otherwise in form acceptable for transfer on the books of
United Financial, no later than 5:00 p.m. Eastern Time on the third NYSE trading
day after the Election Deadline). Holders whose Letters of Transmittal and Forms
of Election and stock certificates (or proper guarantees of delivery of stock
certificates) are not so received, other than persons entitled to receive
Incentive Shares who will not receive stock certificates representing such
shares, will not be entitled to specify their preference and may receive either
shares of Synovus Common Stock, cash or a combination thereof in the Merger,
determined in accordance with the allocation procedures set forth in Section I
of the Merger Agreement. See Instructions B and C.
2. Change or Revocation of Election. Any Election may be revoked or
changed by the person delivering the Letter of Transmittal and Election Form at
or prior to the Election Deadline by submitting to the Exchange Agent a revised
Letter of Transmittal and Election Form, properly completed and signed. After
the Election Deadline, a United Financial Shareholder may not change or revoke
his, her or its Election. In the event an Election is revoked prior to the
Election Deadline, the United Financial Capital Stock and/or Incentive Shares
represented by such Letter of Transmittal and Election Form shall become No
Election Shares (as defined in the Merger Agreement) and will be subject to the
allocation procedures for No Election Shares set forth in Section I of the
Merger Agreement. Subject to the terms of the Merger Agreement and this Letter
of Transmittal and Election Form, the Exchange Agent shall have reasonable
discretion to determine whether any Election, revocation or change has been
properly or timely made and to disregard immaterial defects in any Letter of
Transmittal and Election Form. Any good faith decision of the Exchange Agent or
Synovus regarding such matters will be binding and conclusive. Neither Synovus
nor the Exchange Agent shall be under any obligation to notify any person of any
defect in a Letter of Transmittal and Election Form.
3. Nullification of Election. All Letters of Transmittal and Election
Forms will be void and of no effect if the Merger is not consummated and stock
certificates submitted therewith will be promptly returned to the persons
submitting the same.
B. TYPES OF ELECTIONS.
Subject to the allocation procedures set forth in Section I of the
Merger Agreement, each share of United Financial Common Stock, including
Incentive Shares and shares of United Financial Common Stock resulting from the
conversion of United Financial Series One Preferred Stock and United Financial
7% Preferred Stock immediately preceding the Merger, issued and outstanding
immediately prior to the effective time of the Merger shall be converted into
either (i) the right to receive 0.8021 shares of United Financial Common Stock,
(ii) the right to receive $16.47 in cash, without interest, or (iii) the right
to receive a combination of shares of Synovus Common Stock and cash with a total
value (based on the exchange ratio) equal to the maximum amount a United
Financial Shareholder would receive if such shareholder elected to receive only
shares of Synovus Common Stock or only cash.
By properly completing the box marked "Type of Election," the
undersigned may indicate (an "Election") the number of shares of United
Financial Capital Stock owned by the undersigned or the number of Incentive
Shares to which the undersigned is entitled which the undersigned desires to
have converted into:
(a) the right to receive cash in the amount of $16.47 per share,
without interest ("Per Share Cash Consideration");
(b) the right to receive 0.8021 shares of Synovus Common Stock ("Per
Share Stock Consideration"); or
(c) the right to receive a combination of the Per Share Cash
Consideration and the Per Share Stock Consideration ("Per Share Combo
Consideration") with a total value (based on the exchange ratio) equal to the
maximum amount a United Financial Shareholder would receive if such shareholder
elected to receive only the Per Share Cash Consideration or the Per Share Stock
Consideration.
If you elect to receive the Per Share Combo Consideration, please
indicate in the box marked "Total Number of Whole Shares Subject to Per Share
Combo Consideration" the number of whole shares of United Financial Capital
Stock for which you wish to receive cash consideration and the number of whole
shares of United Financial Capital Stock for which you wish to receive stock
consideration.
C. ELECTION AND ALLOCATION PROCEDURES.
A description of the election and allocation procedures is set forth in
the Proxy Statement/Prospectus under "The Merger--Terms of the Merger." A full
statement of the election and allocation procedures is contained in Section I of
the Merger Agreement. All Elections are subject to compliance with the election
procedures and to the allocation procedures set forth in the Merger Agreement.
IN CONNECTION WITH MAKING ANY ELECTION, EACH UNITED FINANCIAL SHAREHOLDER SHOULD
READ CAREFULLY, AMONG OTHER MATTERS, THE AFORESAID DESCRIPTION AND STATEMENT AND
THE INFORMATION CONTAINED IN THE PROXY STATEMENT/PROSPECTUS UNDER "THE
MERGER--MATERIAL FEDERAL INCOME TAX CONSEQUENCES."
D. RECEIPT OF CHECKS AND SYNOVUS COMMON STOCK.
As soon as practicable after the effective date of the Merger, bank
checks and/or stock certificates representing shares of Synovus Common Stock
will be distributed to those holders who are entitled thereto and who have
surrendered their certificates representing shares of United Financial Capital
Stock to the Exchange Agent for cancellation or to those persons who are
entitled to receive Incentive Shares prior to the effective date of the Merger.
In no event shall the holder of any surrendered certificate for shares of United
Financial Capital Stock or a person entitled to receive Incentive Shares be
entitled to receive any interest on any cash to be received in the Merger.
E. GENERAL.
1. Execution and Delivery. This Letter of Transmittal and Election Form
or a facsimile hereof must be properly completed, dated and signed, and must be
delivered (together with certificates representing shares of United Financial
Capital Stock, other than Incentive Shares, as to which the Election is made or
with a duly signed guarantee of delivery of such stock certificates) to the
Exchange Agent at the address set forth above.
THE METHOD OF DELIVERY OF ALL DOCUMENTS IS AT THE OPTION AND RISK OF
THE UNITED FINANCIAL SHAREHOLDER, BUT IF SENT BY MAIL, REGISTERED MAIL, RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS SUGGESTED.
2. Inadequate Space. If there is insufficient space for any material
required by this Letter of Transmittal and Election Form, please attach a
separate sheet.
3. Signatures. The signature (or signatures, in the case of (i) stock
certificates owned by two or more joint holders or (ii) two or more persons
entitled to receive Incentive Shares) on the Letter of Transmittal and Election
Form should correspond exactly with the name(s) as written on the face of the
stock certificate(s) unless the shares of United Financial Capital Stock
described on the Letter of Transmittal and Election Form have been assigned by
the registered holder(s), in which event the Letter of Transmittal and Election
Form should be signed in exactly the same form as the name of the last
transferee indicated on the transfers attached to or endorsed on the stock
certificates.
If the Letter of Transmittal and Election Form is signed by a person or
persons other than the registered owners of the stock certificates listed, the
stock certificates must be endorsed or accompanied by appropriate stock powers,
in either case signed exactly as the name(s) of the registered owner(s) appear
on the stock certificates with signature(s) Medallion guaranteed.
If the Letter of Transmittal and Election Form is signed by a trustee,
executor, administrator, guardian, officer of a corporation, attorney-in-fact,
or in any other representative or fiduciary capacity, the person signing must
give such person's full title in such capacity, and appropriate evidence of
authority to act in such capacity must be forwarded with the Letter of
Transmittal and Election Form.
Certificates may be surrendered by a firm acting as agent for the
registered holder(s) if such firm is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.
or a commercial bank or trust company having an office or correspondent in the
United States.
4. Checks and New Certificates in Same Name. If checks or certificates
representing shares of Synovus Common Stock are to be payable to the order of or
registered in exactly the same name that appears on the old certificates
representing shares of United Financial Capital Stock being submitted herewith
or in exactly the same name as the person entitled to receive Incentive Shares,
it will not be necessary to endorse the old certificates representing shares of
United Financial Capital Stock (other than Incentive Shares) or to pay for
transfer taxes.
5. Checks and New Certificates in Different Name. If checks or stock
certificates are to be payable to the order of or registered in other than
exactly the name that appears on the old certificates submitted herewith, the
stock certificates submitted must be endorsed, or accompanied by appropriate,
signed stock powers, with the signature guaranteed by a firm that is a member of
the New York Stock Exchange Medallion Signature Guarantee Program, or by any
other "eligible guarantor institution," as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (each of the foregoing
being referred to as an "Eligible Institution").
6. Special Delivery Instructions. If the checks or the certificates for
the shares of Synovus Common Stock are to be issued in the name of the
registered holder(s) of shares of United Financial Capital Stock or person(s)
entitled to receive Incentive Shares, but are to be sent to someone other than
the registered holder(s) or person(s) entitled to receive Incentive Shares or to
an address other than the address of the registered holder or the person(s)
entitled to receive Incentive Shares, it will be necessary to indicate such
person or address in the space provided.
7. Stock Transfer Taxes. Synovus will bear the liability for any state
stock transfer taxes applicable to the delivery of checks and stock certificates
in connection with the Merger; provided, however, that if any such check or
stock certificate is to be issued to any person other than the registered
holder(s) of shares of United Financial Capital Stock, represented by the stock
certificates submitted, or to the person entitled to receive Incentive Shares,
it shall be a condition of the issuance and delivery of such check or stock
certificate that the amount of any stock transfer taxes (whether imposed on the
registered holder or such person) payable on account of the transfer to such
person shall be delivered to the Exchange Agent or satisfactory evidence of the
payment of such taxes, or exemption therefrom shall be submitted before such
check or stock certificate will be issued. However, if such checks or stock
certificates are to be delivered to a nominee of, and are to be distributed to,
the registered holder(s) of the shares of United Financial Capital Stock or to
the person entitled to receive Incentive Shares, covered by a Letter
of Transmittal and Election Form and the appropriate box under Special Payment
Instructions is marked, no stock transfer taxes need be paid.
8. Lost or Destroyed Stock Certificate(s). If any United Financial
Capital Stock certificate has been lost, stolen or destroyed, immediately notify
the Exchange Agent IN WRITING. Your letter should be forwarded along with your
properly completed Letter of Transmittal and Election Form and any stock
certificates you may have in your possession. Once written notification of the
loss is received by the Exchange Agent, an affidavit of loss and indemnity
agreement, along with instructions which include the cost of replacing the stock
certificate, will be sent to the holder of the United Financial Capital Stock
represented by the lost stock certificate. The exchange cannot be processed
until any missing stock certificate has been replaced.
9. Dividends on the Shares of Synovus Common Stock. It is important
that stock certificates representing United Financial Capital Stock be
surrendered promptly because until so surrendered the holders thereof will not
be entitled to receive payment of dividends or other distributions which may be
declared and payable on shares of Synovus Common Stock, to the extent holders of
Synovus Common Stock are entitled thereto. Upon surrender, any such dividends or
other distributions payable from the effective time of the Merger on the shares
of Synovus Common Stock, and any amounts payable in respect of fractional shares
will be paid, without interest, to the recordholder(s) in whose name(s) the
certificates representing the shares of Synovus Common Stock were issued,
subject to the terms of the Merger Agreement and applicable law.
10. Voting of Shares of Synovus Common Stock. Until sixty (60) days
after the effective date of the Merger, former United Financial Shareholders
shall be entitled to vote at any meeting of Synovus shareholders the number of
shares of Synovus Common Stock into which their respective shares of United
Financial Capital Stock or Incentive Shares are exchangeable regardless of
whether or not such holders have surrendered their stock certificates.
11. Incentive Shares. Pursuant to the terms of the Merger Agreement,
immediately prior to the Merger, United Financial will issue 35,181 Incentive
Shares pursuant to certain provisions of the United Financial Stock Purchase
Agreement to certain previous shareholders of First Security. For more
information on the issuance of Incentive Shares by United Financial and to
determine if you are entitled to receive Incentive Shares from United Financial,
please contact the Exchange Agent at 1-800-777-3674.
12. Miscellaneous. A single check and/or a single stock certificate
will be issued to each previous United Financial Shareholder entitled thereto.
All questions with respect to this Letter of Transmittal and Election
Form and the Elections (including, without limitations, questions relating to
the timeliness or effectiveness of any Election and computations as to
allocation) will be determined by Synovus and United Financial, which
determinations shall be conclusive and binding.
Additional copies of this Election Form may be obtained from the
Exchange Agent (whose telephone number is 1-800-777-3674.
F. IMPORTANT TAX INFORMATION.
In order to prevent the application of federal income tax backup
withholding, each United Financial Shareholder must provide the Exchange Agent
with such shareholder's correct Taxpayer Identification Number ("TIN") and
certify that such shareholder is not subject to backup withholdings. An
individual's social security number is such individual's TIN. The TIN should be
provided in the box in Substitute Form W-9. A holder who does not file a Letter
of Transmittal and Election Form should provide the TIN on Internal Revenue
Service Form W-9. As a result of the allocation procedures described in the
Proxy Statement/Prospectus and the payment of cash in lieu of fractional shares
of Synovus Common Stock, a United Financial Shareholder who does not make an
Election to receive cash may receive cash in the Merger and, accordingly, should
complete the Substitute Form W-9.
Under federal income tax law, any person who is required to furnish
such person's correct TIN to another person, and who fails to comply with such
requirements, may be subject to a $50 penalty imposed by the Internal Revenue
Service.
If backup withholding applies to a United Financial Shareholder, the
Exchange Agent is required to withhold 30% on payments for United Financial
Capital Stock or Incentive Shares made to such United Financial Shareholder
pursuant to the Merger. Backup withholding is not an additional tax. Rather, the
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If backup withholding results in an overpayment of
taxes, a refund may be obtained from the Internal Revenue Service. Certain
United Financial Shareholders, including, among others, corporations and certain
foreign holders are generally not subject to these backup withholding and
reporting requirements. To qualify as an exempt recipient on the basis of
foreign status, a foreign holder must submit a certificate of Foreign Status on
Internal Revenue Service Form W-8BEN (or an appropriate substitute Form) (which
the Exchange Agent will provide upon request), signed under penalties of
perjury, to the Exchange Agent attesting to that shareholder's exempt status.
If the electing United Financial Shareholder has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near future, such
shareholder should write "Applied For" in the box provided for the TIN on
Substitute Form W-9 on the Election Form. In such case, if the Exchange Agent is
not provided with a TIN within 60 days, the Exchange Agent will withhold 30% on
payments for any United Financial Capital Stock or Incentive Shares thereafter
made to the shareholder pursuant to the Merger until a TIN is provided to the
Exchange Agent.
See the enclosed Guidelines for Certification of Taxpayer
Identification Number for additional information.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by one
hyphen: i.e. 00-0000000. The table below will help determine the number to give
the payer.
FOR THIS TYPE OF ACCOUNT: GIVE THE NAME AND SOCIAL SECURITY NUMBER OF:
- ----------------------------------------------------------- ----------------------------------------------------------
1. An individual's account The individual
- ----------------------------------------------------------- ----------------------------------------------------------
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds,
the first individual on the account(1)
- ----------------------------------------------------------- ----------------------------------------------------------
3. Husband and wife (joint account) The actual owner of the account or, if joint funds,
either person(1)
- ----------------------------------------------------------- ----------------------------------------------------------
4. Custodian account of a minor (Uniform Gift to The minor(2)
Minors Act)
- ----------------------------------------------------------- ----------------------------------------------------------
5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the
minor(1)
- ----------------------------------------------------------- ----------------------------------------------------------
6. Account in the name of guardian or committee for The ward, minor or incompetent person(3)
a designated ward, minor, or incompetent person
- ----------------------------------------------------------- ----------------------------------------------------------
7. a. The usual revocable savings trust account a. The grantor- trustee(1)
(grantor is also trustee)
b. So-called trust account that is not a legal or b. The actual owner(1)
valid trust under State law
- ----------------------------------------------------------- ----------------------------------------------------------
8. Sole proprietorship account The owner(4)
- ----------------------------------------------------------- ----------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF:
- ----------------------------------------------------------- ----------------------------------------------------------
9. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying number
of the personal representative or trustee unless the
legal entity itself is not designated in the account
title)(5)
- ----------------------------------------------------------- ----------------------------------------------------------
10. Corporate account The corporation
- ----------------------------------------------------------- ----------------------------------------------------------
11. Religious, charitable, or educational organization The organization
account
- ----------------------------------------------------------- ----------------------------------------------------------
12. Partnership account held in the name of the The partnership
business
- ----------------------------------------------------------- ----------------------------------------------------------
13. Association, club, or other tax-exempt organization The organization
- ----------------------------------------------------------- ----------------------------------------------------------
14. A broker or registered nominee The broker or nominee
- ----------------------------------------------------------- ----------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a SSN, that person's number
must be furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Circle the ward's, minor's or incompetent person's name and furnish
such person's social security number.
(4) You must show your individual name, but you may also enter your
business or "doing business as" name. You may use either your SSN or
EIN (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know
your number, obtain Form SS-5 - Application for a Social Security Number Card,
or Form SS-4 - Application for Employer Identification Number, at the local
office of the Social Security Administration or the Internal Revenue Service and
apply for a number. You can get Forms SS-5 and SS-4 from the IRS by calling
1-800-TAX-FORM (1-800-829-3676).
PAYEES EXEMPT FROM BACKUP WITHHOLDING
The following payees are specifically exempted from backup withholding on ALL
payments:
o An organization exempt from tax under section 501(a) of the Internal
Revenue Code (the "Code"), an individual retirement plan, or a
custodial account under section 403(b)(7) of the Code, if the account
satisfies the requirements of section 401(f)(2) of the Code.
o The United States or any of its agencies or instrumentalities.
o A State, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
o A foreign government, or any of its political subdivisions, agencies or
instrumentalities.
o An international organization or any of its agencies or
instrumentalities.
The following payees may be exempt from backup withholding:
o A corporation.
o A foreign central bank of issue.
o A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States.
o A futures commission merchant registered with the Commodity Futures
Trading Commission.
o A real estate investment trust.
o An entity registered at all times during the tax year under the
Investment Company Act of 1940.
o A common trust fund operated by a bank under section 584(a) of the
Code.
o An exempt charitable remainder trust, or a non-exempt trust described
in section 4947(a)(1) of the Code.
o A financial institution.
o A middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
o A trust exempt from tax under section 664 or described in section 4947
of the Code.
EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 (OR, IF FOREIGN, FORM W-8BEN)
TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE EXCHANGE
AGENT, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE
OF THE FORM, AND RETURN IT TO THE EXCHANGE AGENT.
Certain payments other than interest, dividends, and patronage
dividends that are not subject to information reporting are also not subject to
backup withholding. For details, see the regulations under sections 6041,
6041A(a), 6045, and 6050A of the Code.
PRIVACY ACT NOTICE.--Section 6109 of the Code requires most recipients
of dividend, interest, or other payments to give taxpayer identification numbers
to payers who must report the payments to IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold up
to 30% of taxable interest, dividend, and certain other payments to a payee who
does not furnish a taxpayer identification number to a payer. Certain penalties
may also apply.
PENALTIES
1. PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If
you fail to furnish your correct taxpayer identification number to a payer, you
are subject to a penalty of $50 for each such failure unless your failure is due
to reasonable cause and not to willful neglect.
2. CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. --
If you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
3. CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.