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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 1995 or
----
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________to___________
Commission file number 1-10312
SYNOVUS FINANCIAL CORP.
(Exact Name of Registrant as specified in its charter)
Georgia 58-1134883
(State or other jurisdiction of (I.R.S. Employer Identification No.)
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
- ------------------- -----------------------------------------
Common Stock, $1.00 Par Value New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section l2(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
-------- --------
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 23, 1996, 77,264,014 (which number will be 115,896,021
after adjustment to reflect the three-for-two stock split which will be effected
in the form of a 50% stock dividend to be issued on April 8, 1996) 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 $1,544,000,000
(based upon the closing per share price of such stock on said date).
Portions of the 1995 Annual Report to Shareholders of Registrant are
incorporated in Parts I, II, III and IV of this report. Portions of the Proxy
Statement of Registrant dated March 8, 1996 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
- --------------------- -------------------------
Pages F-10, F-20 through Part I, Item 1, Business
F-25, and F-28 through F-48
of Registrant's 1995 Annual Report
to Shareholders
Pages F-16, F-17, F-20 and F-21 Part I, Item 2, Properties
of Registrant's 1995
Annual Report to Shareholders
Pages F-20 and F-21 of Part I, Item 3, Legal
Registrant's 1995 Annual Report Proceedings
to Shareholders
Pages F-43 through F-46 Part II, Item 5, Market
of Registrant's 1995 Annual for Registrant's Common
Report to Shareholders Equity and Related
Stockholder Matters
Page F-28 of Registrant's Part II, Item 6,
1995 Annual Report to Selected
Shareholders Financial Data
Pages F-28 through F-48 Part II, Item 7,
of Registrant's Management's Discussion
1995 Annual Report to and Analysis of Financial
Shareholders Condition and Results of
Operations
Pages F-2 through F-26, and F-48 Part II, Item 8,
of Registrant's 1995 Financial Statements and
Annual Report to Shareholders Supplementary Data
Pages 3 through 6, 8, Part III, Item 10,
9, and 26 of Registrant's Proxy Directors and Executive
Statement in connection with Officers of the Registrant
its Annual Shareholders' Meeting
to be held April 25, 1996
Pages 11 through 15, and Part III, Item 11,
19 and 20 of Registrant's Proxy Executive Compensation
Statement in connection with its
Annual Shareholders' Meeting
to be held April 25, 1996
Pages 6, 7, and 21 through Part III, Item 12,
24 of Registrant's Proxy Statement Security Ownership of
in connection with its Annual Certain Beneficial Owners
Shareholders' Meeting to be held and Management
April 25, 1996
Pages 19 through 26 of Registrant's Part III, Item 13,
Proxy Statement in connection with Certain Relationships
its Annual Shareholders' Meeting to and Related Transactions
be held April 25, 1996
Pages F-2 through F-26 Part IV, Item 14,
of Registrant's 1995 Exhibits, Financial Statement
Annual Report to Shareholders Schedules and Reports on
Form 8-K
Table of Contents
Item No. Caption Page No.
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 a $7.9 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 accounting purposes is appropriate
under Statement of Financial Accounting Standards No. 14 and the rules of the
Securities and Exchange Commission ("SEC"). See Note 11 of Notes to Consolidated
Financial Statements on page F-22 of Synovus' 1995 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 $4.6 billion in
assets, seven are located in Alabama with approximately $1.6 billion in assets,
five are located in Florida with approximately $550,000 in assets and one is
located in South Carolina with approximately $1.2 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.
- ------------------
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
and private-label card processing companies. Based in Columbus, Georgia, and
traded on the New York Stock Exchange under the symbol "TSS," TSYS provides a
comprehensive on-line system of data processing services marketed as THE TOTAL
SYSTEM(sm), servicing issuing and acquiring institutions throughout the United
States, Puerto Rico, Canada and Mexico, representing more than 63 million
cardholder and over 600,000 merchant accounts. TSYS provides card production,
domestic and international clearing, statement preparation, customer service
support, merchant accounting, merchant services and management support. Synovus
owns 80.8 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 Mexican company named Total System Services de
Mexico, S.A. de C.V., which provides credit card related processing services to
Mexican banks.
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
2
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, 1995, AT&T Universal Card Services Corp. and
NationsBank accounted for 21.4% and 12.4%, 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-32 and F-33, "Non-Interest Expense" under the "Financial Review" Section on
pages F-33 and F-34, and Note 9 of Notes to Consolidated Financial Statements on
pages F-20 and F-21 of Synovus' 1995 Annual Report to Shareholders which are
specifically incorporated herein by reference.
Acquisitions Consummated During 1995.
See Note 1 of Notes to Consolidated Financial Statements on page F-10
and "Acquisitions" under the "Financial Review" Section on page F-29 of Synovus'
1995 Annual Report to Shareholders which are specifically incorporated herein by
reference for a detailed description of the acquisitions consummated by Synovus
during 1995.
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, 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
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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.
Federal law also imposes certain restrictions on extensions of credit
to bank holding companies by its Federal Deposit Insurance Corporation ("FDIC")
insured subsidiary banks, or, with certain exceptions, to other affiliates. In
addition, and with certain exceptions, Section 106 of the 1970 Amendments to the
BHCA and the Board's regulations, generally prohibit a bank holding company and
its banking and nonbanking subsidiaries from tying a product or service to
another product or service offered by the bank or any of its bank or nonbank
affiliates.
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-43
through F-46 of Synovus' 1995 Annual Report to Shareholders which is
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 after August 9, 1989 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
4
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.
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-47, and Note 12 of Notes to Consolidated Financial
Statements on pages F-23 through F-25 of Synovus' 1995 Annual Report to
Shareholders which are specifically incorporated herein by reference.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires the various 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. The FDIC has adopted regulations
which, among other matters, implement provisions of FDICIA that require or
permit the FDIC 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, 1995 Synovus and its bank subsidiaries had
adequate capital to be classified as well capitalized institutions under the
FDICIA regulations. Synovus does not presently believe that FDICIA will have a
material effect on its business.
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.
5
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 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.
As of December 31, 1995, Synovus had 6,727 full-time employees, 2,269
of whom 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
6
brokerage firms and other individuals and firms that offer fiduciary, escrow, or
corporate trust services.
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-28
through F-48 of Synovus' 1995 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 9 of Notes to Consolidated Financial Statements on
pages F-16 and F-17, and pages F-20 and F-21, of Synovus' 1995 Annual Report to
Shareholders which are specifically incorporated herein by reference.
7
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.
TSYS occupies a 210,000 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.
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 early 1997.
Item 3. Legal Proceedings.
See Note 9 of Notes to Consolidated Financial Statements on pages F-20
and F-21 of Synovus' 1995 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-43 through F-46 of
Synovus' 1995 Annual Report to Shareholders which is specifically incorporated
herein by reference.
Item 6. Selected Financial Data.
On March 11, 1996, Synovus' Board of Directors declared a three-for-two
stock split to be issued on April 8, 1996, to shareholders of record on March
21, 1996. The financial information included in Item 5, Item 6, Item 7, Item 8,
Item 11, Item 12, Item 13 and Item 14 has not been restated to reflect this
stock split. The table below reflects selected financial data on both a
pre-split and post-split basis.
8
December 31, 1995 December 31, 1994 December 31, 1993
----------------------------------------------------------------------------------------------------------
Pre-Split Post-Split Pre-Split Post-Split Pre-Split Post-Split
----------------------------------------------------------------------------------------------------------
Period end shares
outstanding 77,237,000 115,855,000 75,633,000 113,450,000 74,572,000 111,857,000
Weighted average shares
outstanding 76,636,000 114,954,000 75,167,000 112,750,000 74,009,000 111,013,000
Net income per share $ 1.50 1.00 1.19 .79 1.05 .70
Closing stock price $ 28.500 19.000 18.125 12.125 18.625 12.375
See "Five Year Selected Financial Data" under the "Financial Review"
Section which is set forth on page F-28 of Synovus' 1995 Annual Report to
Shareholders which is specifically incorporated herein by reference.
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-28 through
F-48 of Synovus' 1995 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. Such information has not been restated to reflect the stock split
discussed in Item 6.
Item 8. Financial Statements and Supplementary Data.
The "Summary of Quarterly Financial Data" Section which is set forth on
page F-48, and the "Consolidated Statements of Condition, Consolidated
Statements of Income, Consolidated Statements of 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-26 of Synovus' 1995
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 II 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
8 and 9, and the "COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
SECTION" which is set forth on page 26 of Synovus' Proxy Statement in connection
9
with its Annual Shareholders' Meeting to be held on April 25, 1996 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
Termination of Employment and Change in Control Arrangements; and Compensation
Committee Interlocks and Insider Participation" Sections which are set forth on
pages 11 through 15 and pages 19 and 20 of Synovus' Proxy Statement in
connection with its Annual Shareholders' Meeting to be held on April 25, 1996
are specifically incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The "ELECTION OF DIRECTORS - Information Concerning Directors and
Nominees for Class II Directors - Synovus Common Stock Ownership of Directors
and Management" Section which is set forth on pages 6 and 7, the "PRINCIPAL
SHAREHOLDERS" Section which is set forth on pages 21 and 22, 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 23 and 24 of Synovus' Proxy
Statement in connection with its Annual Shareholders' Meeting to be held on
April 25, 1996 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 19 and 20 "EXECUTIVE
COMPENSATION" -Transactions with Management" Section which is set forth on pages
20 and 21, 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 pages 22 and 23, 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 23, 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
through 26 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 25, 1996 are specifically incorporated
herein by reference.
10
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-26 of Synovus' 1995 Annual Report to
Shareholders, in response to Item 8, Part II,
Financial Statements and Supplementary Data.
Consolidated Statements of Condition - December 31,
1995 and 1994
Consolidated Statements of Income - Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity -
Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows -
Years Ended December 31, 1995, 1994 and 1993
Summary of Significant Accounting Policies -
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements -
December 31, 1995, 1994 and 1993
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
11
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
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.
12
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 Joe E. Beverly,
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.
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
13
10-K for the fiscal year ended December 31,
1992, as filed with the Commission on March
29, 1993.
10.13 Supplemental Compensation Agreement,
Incentive Compensation Agreements and
Performance Compensation Agreement with
Richard E. Anthony; which Agreements were
assumed by Synovus on December 31, 1992 as a
result of its acquisition of First
Commercial Bancshares, Inc.; and which stock
awards made pursuant to the Agreements were
converted at a ratio of 1.5 to 1, the
exchange ratio applicable to the merger
incorporated by reference to Exhibit 10.13
of Synovus' Annual Report on Form 10-K for
the fiscal year ended December 31, 1992, as
filed with the Commission on March 29, 1993.
10.14 1993 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.14 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1993,
as filed with the Commission on March 28,
1994.
10.15 1995 Split Dollar Insurance Agreement of
Synovus incorporated by reference to Exhibit
10.15 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1994,
as filed with the Commission on March 24,
1995.
10.16 Synovus Financial Corp. 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.
10.18 Synovus Financial Corp. Executive Bonus
Plan.
10.19 Change of Control Agreements.
11.1 Statement of Net Income Per Common Share
(reflects the three-for-two stock split to
be issued on April 8, 1996).
14
11.2 Statement of Net Income Per Common Share
(does not reflect the three-for-two stock
split to be issued on April 8, 1996).
13.1 Certain specified pages of Synovus' 1995
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
25, 1996, 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 1995 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, 1995 (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, 1995 (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.
On October 26, 1995, Synovus filed a Form 8-K with the
Commission in connection with the October 25, 1995
announcement by Total System Services, Inc., an 80.8%
subsidiary of Synovus, of the renewal of a long-term credit
card processing contract with NationsBank.
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 22, 1996 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 22, 1996
- ------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/ James H. Blanchard Date: March 22, 1996
- -------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/ John T. Oliver, Jr. Date: March 22, 1996
- ------------------------------------------
John T. Oliver, Jr.,
Director and Vice Chairman
of the Executive Committee
/s/ James D. Yancey Date: March 22, 1996
- ------------------------------------------
James D. Yancey,
Vice Chairman of the Board
/s/ Joe E. Beverly Date: March 22, 1996
- -------------------------------------------
Joe E. Beverly,
Vice Chairman of the Board
/s/ Richard E. Anthony Date: March 22, 1996
- ------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/ Stephen L. Burts, Jr. Date: March 22, 1996
- ------------------------------------------
Stephen L. Burts, Jr.,
President,
Principal Financial Officer and Director
/s/ G. Sanders Griffith, III Date: March 22, 1996
- ------------------------------------------
G. Sanders Griffith, III,
Senior Executive Vice President,
General Counsel and Secretary
/s/ Thomas J. Prescott Date: March 22, 1996
- ------------------------------------------
Thomas J. Prescott,
Executive Vice President, Treasurer and
Principal Accounting Officer
/s/ Jay C. McClung Date: March 22, 1996
- ------------------------------------------
Jay C. McClung,
Executive Vice President
/s/ Daniel P. Amos Date: March 22, 1996
- ------------------------------------------
Daniel P. Amos,
Director
/s/ Richard Y. Bradley Date: March 22, 1996
- ------------------------------------------
Richard Y. Bradley,
Director
/s/ Salvador Diaz-Verson, Jr. Date: March 22, 1996
- ------------------------------------------
Salvador Diaz-Verson, Jr.,
Director
/s/ C. Edward Floyd Date: March 22, 1996
- ------------------------------------------
C. Edward Floyd,
Director
/s/ Gardiner W. Garrard, Jr. Date: March 22, 1996
- ------------------------------------------
Gardiner W. Garrard, Jr.,
Director
/s/ V. Nathaniel Hansford Date: March 22, 1996
- ------------------------------------------
V. Nathaniel Hansford,
Director
/s/ Mason H. Lampton Date: March 22, 1996
- ------------------------------------------
Mason H. Lampton,
Director
/s/ John L. Moulton Date: March 22, 1996
- ------------------------------------------
John L. Moulton,
Director
/s/ Elizabeth C. Ogie Date: March 22, 1996
- ------------------------------------------
Elizabeth C. Ogie,
Director
/s/ William L. Pherigo Date: March 22, 1996
- ------------------------------------------
Wiliam L. Pherigo,
Director
/s/ Robert V. Royall, Jr. Date: March 22, 1996
- ------------------------------------------
Robert V. Royall, Jr.,
Director
/s/H. Lynn Page Date: March 22, 1996
- ------------------------------------------
H. Lynn Page,
Director
/s/ George C. Woodruff, Jr. Date: March 22, 1996
- ------------------------------------------
George C. Woodruff, Jr.,
Director
filings\snv\199610k.snv