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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 1998 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.)
of incorporaiton 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 12(g) of the Act:
NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO___________
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. [X]
As of February 11, 1999, 270,805,035 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 $4,597,000,000 (based upon the closing
per share price of such stock on said date).
Portions of the 1998 Annual Report to Shareholders of Registrant are
incorporated in Parts I, II and IV of this report. Portions of the Proxy
Statement of Registrant dated March 19, 1999 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-21 through Part I, Item 1, Business
F-28, and F-32 through F-55
of Registrant's 1998 Annual Report
to Shareholders
Pages F-16, and F-21 through F-23 Part I, Item 2, Properties
of Registrant's 1998 Annual Report to
Shareholders
Pages F-21 through F-23 of Part I, Item 3, Legal
Registrant's 1998 Annual Report Proceedings
to Shareholders
Pages F-51 through F-53 Part II, Item 5, Market
of Registrant's 1998 Annual for Registrant's Common
Report to Shareholders Equity and Related
Stockholder Matters
Page F-32 of Registrant's Part II, Item 6,
1998 Annual Report to Selected
Shareholders Financial Data
Pages F-32 through F-54 Part II, Item 7,
of Registrant's Management's Discussion
1998 Annual Report to and Analysis of Financial
Shareholders Condition and Results of
Operations
Page F-50 of Registrant's 1998 Part II, Item 7A, Quantitative
Annual Report to Shareholders and Qualitative Disclosures
About Market Risk
Pages F-2 through F-30, and F-55 Part II, Item 8,
of Registrant's 1998 Financial Statements and
Annual Report to Shareholders Supplementary Data
Pages 3 through 5, 7 and 22, Part III, Item 10,
of Registrant's Proxy Directors and Executive
Statement in connection with Officers of the Registrant
its Annual Shareholders' Meeting
to be held April 22, 1999
Pages 6, 9 through 12, and Part III, Item 11,
15 of Registrant's Proxy Executive Compensation
Statement in connection with its
Annual Shareholders' Meeting
to be held April 22, 1999
Pages 8 and 9, and 16 through Part III, Item 12,
20 of Registrant's Proxy Statement Security Ownership of
in connection with its Annual Certain Beneficial Owners
Shareholders' Meeting to be held and Management
April 22, 1999
Pages 15 and 16, and 18 through 22 Part III, Item 13,
of Registrant's Proxy Statement in Certain Relationships
connection with its Annual Shareholders' and Related Transactions
Meeting to be held April 22, 1999
Pages F-2 through F-30 Part IV, Item 14,
of Registrant's 1998 Exhibits, Financial Statement
Annual Report to Shareholders Schedules and Reports on
Form 8-K
Table of Contents
Item No. Caption Page No.
Part I
Safe Harbor Statement 1
1. Business 2
2. Properties 12
3. Legal Proceedings 11
4. Submission of Matters to a Vote of 12
Security Holders
Part II
5. Market for Registrant's Common Equity 12
and Related Stockholder Matters
6. Selected Financial Data 12
7. Management's Discussion and Analysis 12
of Financial Condition and Results
of Operations
7A. Quantitative and Qualitative Disclosures About Market Risk 12
8. Financial Statements and Supplementary 12
Data
9. Changes In and Disagreements With 13
Accountants on Accounting and Financial Disclosure
Part III
10. Directors and Executive Officers of the Registrant 13
11. Executive Compensation 13
12. Security Ownership of Certain 13
Beneficial Owners and Management
13. Certain Relationships and Related 13
Transactions
Part IV
14. Exhibits, Financial Statement Schedules, 14
and Reports on Form 8-K
Part I
Safe Harbor Statement
Certain statements contained in this Annual Report on Form 10-K and the
exhibits hereto which are not statements of historical fact constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act (the "Act"). In addition, certain statements in future
filings by Synovus Financial Corp.(R) ("Synovus(R)") with the Securities and
Exchange Commission, in press releases, and in oral and written statements made
by or with the approval of Synovus which are not statements of historical fact
constitute forward-looking statements within the meaning of the Act. Examples of
forward-looking statements include, but are not limited to: (i) projections of
revenues, income or loss, earnings or loss per share, the payment or non-payment
of dividends, capital structure and other financial items; (ii) statements of
plans and objectives of Synovus or it's management or Board of Directors,
including those relating to banking and non-banking products or services; (iii)
statements of future economic performance; and (iv) statements of assumptions
underlying such statements. Words such as "believes," "anticipates," "expects,"
"intends," "targeted," and similar expressions are intended to identify
forward-looking statements but are not the exclusive means of identifying such
statements.
Forward-looking statements involve risks and uncertainties which may cause
actual results to differ materially from those in such statements. Factors that
could cause actual results to differ from those discussed in the forward-looking
statements include, but are not limited to: (i) the strength of the U.S. economy
in general and the strength of the local economies in which operations are
conducted; (ii) the effects of and changes in trade, monetary and fiscal
policies and laws, including interest rate policies of the Board of Governors of
the Federal Reserve System; (iii) inflation, interest rate, market and monetary
fluctuations; (iv) the timely development of and acceptance of new products and
services and perceived overall value of these products and services by users;
(v) changes in consumer spending, borrowing and saving habits; (vi)
technological changes (including "Year 2000" data systems compliance issues) are
more difficult or expensive than anticipated (vii) acquisitions; (viii) the
ability to increase market share and control expenses; (ix) the effect of
changes in laws and regulations (including laws and regulations concerning
taxes, banking, securities and insurance) with which Synovus and its
subsidiaries must comply; (x) the effect of changes in accounting policies and
practices, as may be adopted by the regulatory agencies, the Financial
Accounting Standards Board or other authoritative bodies; (xi) changes in
Synovus' organization, compensation and benefit plans; (xii) the costs and
effects of litigation and of unexpected or adverse outcomes in such litigation;
and (xiii) the success of Synovus at managing the risks involved in the
foregoing.
Such forward-looking statements speak only as of the date on which such
statements are made, and Synovus undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which such statement is made to reflect the occurrence of unanticipated events.
- ------------------
Synovus Financial Corp., Synovus, Synovus Securities, Inc., Synovus
Mortgage Corp., Columbus Bank and Trust Company and CB&T are federally
registered service marks of Synovus Financial Corp. TSYS, TS2, Total System
Services, Inc., THE TOTAL SYSTEM and TSYS Total Solutions are federally
registered service marks of Total System Services, Inc.
1
Item 1. Business
Business and Business Segments
Synovus is a $10.5 billion asset multi-financial services company which is
a registered bank holding company. Synovus conducts a broad range of financial
services through its banking and bank-related subsidiaries and affiliates.
Synovus is based in Columbus, Georgia and its stock is traded on the New York
Stock Exchange under the symbol "SNV."
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 data processing (which
includes credit, debit, commercial and private-label card processing). While
each of these activities is directly related to the provision of financial
services, their separation for financial reporting purposes is appropriate under
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" and the rules of the Securities and
Exchange Commission. See Note 12 of Notes to Consolidated Financial Statements
on page F-24 of Synovus' 1998 Annual Report to Shareholders which is
specifically incorporated herein by reference.
Banking and Bank-Related Subsidiaries and Services
Synovus currently has thirty-six wholly owned first and second tier
commercial banking subsidiaries located in four states. Of the 36 bank
subsidiaries, 23 are located in Georgia with approximately $5.8 billion in
assets, seven are located in Alabama with approximately $2.1 billion in assets,
five are located in Florida with approximately $717 million in assets and one is
located in South Carolina with approximately $1.5 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.
The bank-related subsidiaries of Synovus are: (1) Synovus Securities,
Inc.(R), Columbus, Georgia, 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(sm), Columbus, Georgia, one of
the southeast's largest providers of trust services; (3) Synovus Mortgage
Corp.(R), Birmingham, Alabama, which offers mortgage services; and (4) Synovus
Technologies, Inc.(sm), Columbus, Georgia, which facilitates the use of
technology by and
2
participates in the development of new products and services for the Banks.
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' subsidiary, Columbus Bank
and Trust Company(R), Total System Services, Inc.(R), ("TSYS") is now one of the
world's largest information technology processors of credit, debit, commercial
and private-label cards. 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(R) servicing
issuing institutions throughout the United States, Puerto Rico, Canada, Mexico
and the Caribbean, representing more than 117 million cardholder accounts on
file as of December 31, 1998. TSYS provides card production, statement
preparation, electronic commerce services, portfolio management services,
account acquisition, credit evaluation, risk management and customer service to
clients. Synovus owns 80.8 percent of TSYS.
TSYS has four wholly owned subsidiaries: (1) Columbus Depot Equipment
Company(sm), which sells and leases computer related equipment associated with
TSYS' bankcard data processing services; (2) TSYS Total Solutions,(R) Inc.,
which provides mail and correspondence processing services and account
solicitation services; (3) Columbus Productions, Inc.(sm), which provides
full-service commercial printing and related services; and (4) TSYS Canada,
Inc., which provides programming support and assistance with the conversion of
card portfolios to TS2(R).
TSYS also holds a 49% equity interest in a joint venture company named
Total System Services de Mexico, S.A. de C.V., which provides credit card
related processing services to Mexican banks, and a 50% interest in Vital
Processing Services L.L.C., a joint venture with Visa U.S.A. Inc., that offers
fully integrated merchant transaction and related electronic information
services to financial and nonfinancial institutions and their merchant
customers.
Seasonality. Due to the seasonal nature of the credit card industry, TSYS'
revenues and results of operations have generally increased in the fourth
quarter of each year because of increased transaction and authorization volumes
during the traditional holiday shopping season.
Major Customers. A significant amount of TSYS' revenues are derived from
long-term contracts with significant customers, including certain major
customers. For the year ended December 31, 1998, BankAmerica Corporation
accounted for 21% of TSYS' total revenues. As a result, the loss of BankAmerica
Corporation, or other major or significant customers, could have a material
adverse effect on TSYS' financial condition and results of operations.
Near the end of the first quarter of 1998, AT&T completed the sale of its
Universal Card Services to CITIBANK, now a part of Citigroup after CITIBANK's
merger with
3
Travelers Group, Inc. CITIBANK accounted for approximately 13% of total
revenues for the year ended December 31, 1998. On February 26, 1999, CITIBANK
notified TSYS of its decision to terminate Universal Card Services' processing
agreement with TSYS for consumer credit card accounts at the end of its original
term on August 1, 2000. Consumer credit card accounts represented 11.4% of total
revenues derived by TSYS from Universal Card Services for the year ended
December 31, 1998. Management believes that CITIBANK will continue to be a major
customer in 1999, but will not be a major customer in 2000 and that the loss of
revenues from Universal Card Services for the months of August through December
2000, should not have a material adverse effect on TSYS' financial condition or
results of operations for the year ending December 31, 2000.
See "Non-Interest Income" under the "Financial Review" Section on pages
F-35 and F-36, "Non-Interest Expense" under the "Financial Review" Section on
pages F-36 and F-37, and Note 10 of Notes to Consolidated Financial Statements
on pages F-21 through F-23 of Synovus' 1998 Annual Report to Shareholders which
are specifically incorporated herein by reference.
Service Marks
Synovus owns the federally registered service marks of Synovus Financial
Corp., Synovus, the stylized S logo, Synovus Mortgage Corp. and Synovus
Securities, Inc. Synovus also owns additional registered service marks and 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.
TSYS owns the federally registered service marks TSYS, TS2, Total System
Services, Inc. and THE TOTAL SYSTEM, to which TSYS believes strong customer
identification attaches. TSYS also owns additional registered service marks and
other service marks. Management does not believe the loss of such marks would
have a material impact on the business of TSYS.
Supervision, Regulation and Other Factors
General. Synovus is a registered multi-bank holding company subject to
supervision and regulation by the Board of Governors of the Federal Reserve
System ("Board") under the Bank Holding Company Act ("BHC Act"), and by the
Georgia Banking Department under the bank holding company laws of the State of
Georgia (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 BHC Act 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
4
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 of making application to the Georgia Banking
Department for approval of the 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 either of the states involved elected 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 BHC Act 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.
Because Synovus is a registered multi-bank holding company, its subsidiary
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 Synovus' subsidiary banks are insured by the Federal
Deposit Insurance Corporation ("FDIC") to the extent provided by law, and are
subject to examination, supervision and regulation by the FDIC.
The Georgia Banking Department, Florida Banking Department, Alabama Banking
Department, OCC and the FDIC regulate all areas of the banks' banking and trust
operations, including, where appropriate, reserves, investments, loans, mergers,
the 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
Federal Reserve 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 Federal Reserve.
Numerous other federal and state laws, as well as regulations promulgated
by the
5
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.
Dividends. Under the laws of the State of Georgia, Synovus, as a business
corporation, may declare and pay dividends in cash or property unless the
payment or declaration would be contrary to restrictions contained in its
Articles of Incorporation, and unless, after payment of the dividend, it would
not be able to pay its debts when they become due in the usual course of its
businesses or its total assets would be less than the sum of its total
liabilities. Synovus is also subject to certain contractual and regulatory
capital re strictions that limit the amount of cash dividends that Synovus may
pay.
The primary sources of funds for Synovus' payment of dividends to its
shareholders are dividends and fees to Synovus from its banking and nonbanking
affiliates. Various federal and state statutory provisions and regulations limit
the amount of dividends that the subsidiary banks of Synovus may pay. Pursuant
to the regulations of the Georgia Banking Department, a Georgia bank must have
approval of the Georgia Banking Department to pay cash dividends if, at the time
of such payment: (i) the ratio of such banking affiliate's equity capital
(defined to include the aggregate par value of all outstanding common stock,
paid-in surplus, retained earnings, capital resources, reserves for loan losses,
aggregate par value of outstanding preferred stock which is not redeemable and
other outstanding instruments which are required to be converted into common
stock) to its adjusted total assets is less than 6%; (ii) the aggregate amount
of dividends to be declared or anticipated to be declared during the current
calendar year exceeds 50% of its net after-tax profit for the previous calendar
year; or (iii) its total classified assets in its most recent regulatory
examination exceeded 80% of its equity capital (as defined above) as reflected
in such examination. In general, the approval of the Alabama Banking Department
and the Florida Banking Department, as applicable, is required if the total of
all dividends declared by an Alabama or Florida bank, as the case may be, in any
year would exceed the total of its net profits (as defined) for that year
combined with its retained net profits for the preceding two years less any
required transfers to surplus. In addition, the approval of the OCC is required
for a national bank to pay dividends in excess of the bank's net income for the
current year plus retained net income for the preceding two years, less any
required transfers to surplus.
Federal and state banking regulations applicable to Synovus and its banking
subsidiaries require minimum levels of capital which limit the amounts available
for payment of dividends. See "Parent Company" under the "Financial Review"
Section on page F-54, and Note 13 of Notes to Consolidated Financial Statements
on pages F-25 through F-28 of Synovus' 1998 Annual Report to Shareholders which
are specifically incorporated herein by reference.
Capital Requirements. Synovus is required to comply with the capital
adequacy standards established by the Board and its banking subsidiaries must
comply with similar capital adequacy standards established by the OCC and FDIC
as applicable. There are two basic measures of capital adequacy for bank holding
companies and their banking subsidiaries that have been promulgated by the
Board, the FDIC and the OCC: a risk-based measure and a leverage measure. All
applicable capital standards must be satisfied for a bank holding company or a
bank to be considered in compliance. See "Capital Resources" and "Dividends"
6
under the "Financial Review" Section on pages F-51 through F-53 and Note 13
of Notes to Consolidated Financial Statements on pages F-25 through F-28 of
Synovus' 1998 Annual Report to Shareholders which are specifically incorporated
herein by reference.
Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the FDIC, a prohibition on the taking of brokered
deposits, and certain other restrictions on its business. As described below,
substantial additional restrictions can be imposed upon FDIC- insured depository
institutions that fail to meet applicable capital requirements. See "Prompt
Corrective Action."
The federal bank regulators continue to indicate their desire to raise
capital requirements applicable to banking organizations beyond their current
levels. In this regard, the federal banking agencies have amended the risk-based
capital standards that calculate the change in an institution's net economic
value attributable to increases and decreases in market interest rates and
require banks with excessive interest rate risk exposure to hold additional
amounts of capital against such exposures.
Commitments to Subsidiary Banks. Under the Board's 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.
In the event of Synovus' bankruptcy, any commitment by Synovus to a federal
bank regulatory agency to maintain the capital of a banking subsidiary will be
assumed by the bankruptcy trustee and entitled to a priority of payment. In
addition, the Federal Deposit Insurance Act provides that any financial
institution whose deposits are insured by the FDIC generally shall be liable for
any loss incurred by the FDIC in connection with the default of, or any
assistance provided by the FDIC to, a commonly controlled financial institution.
Prompt Corrective Action. The Federal Deposit Insurance Corporation Act of
1991 ("FDICIA") establishes a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system the federal banking
regulators are required to rate supervised institutions on the basis of five
capital categories (well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized, and critically undercapitalized) and to take
certain mandatory supervisory actions, and are authorized to take other
discretionary actions, with respect to institutions in the three
undercapitalized categories, the severity of which will depend upon the capital
category in which the institution is placed. Generally, subject to a narrow
exception, FDICIA requires the banking regulator to appoint a receiver or
conservator for an institution that is critically undercapitalized. The federal
banking agencies have specified by regulation the relevant capital level for
each category.
Pursuant to FDICIA, the Board, the FDIC, the OCC and the Office of Thrift
Supervision ("OTS") have adopted regulations setting forth a five-tier scheme
for measuring the capital adequacy of the financial institutions they supervise.
Under the regulations, an institution would be placed in one of the following
capital categories: (i) well capitalized (an
7
institution that has a Total Capital ratio of at least 10%, a Tier 1
Capital ratio of at least 6% and a Tier 1 Leverage Ratio of at least 5%); (ii)
adequately capitalized (an institution that has a Total Capital ratio of at
least 8%, a Tier 1 Capital ratio of at least 4% and a Tier 1 Leverage Ratio of
at least 4%); (iii) undercapitalized (an institution that has a Total Capital
ratio of under 8%, a Tier 1 Capital ratio of under 4% or a Tier 1 Leverage Ratio
of under 4%); (iv) significantly undercapitalized (an institution that has a
Total Capital ratio of under 6%, a Tier 1 Capital ratio of under 3% or a Tier 1
Leverage Ratio of under 3%); and (v) critically undercapitalized (an institution
whose tangible equity is not greater than 2% of total tangible assets). The
regulations permit the appropriate Federal banking regulator to downgrade an
institution to the next lower category if the regulator determines (i) after
notice and opportunity for hearing or response, that the institution is in an
unsafe or unsound condition or (ii) that the institution has received (and not
corrected) a less-than-satisfactory rating for any of the categories of asset
quality, management, earnings or liquidity in its most recent examination.
Supervisory actions by the appropriate Federal banking regulator depend upon an
institution's classification within the five categories. Synovus' management
believes that Synovus and its significant bank subsidiaries have the requisite
capital levels to qualify as well capitalized institutions under the FDICIA
regulations. See Note 13 of Notes to Consolidated Financial Statements on pages
F-25 through F-28 of Synovus' 1998 Annual Report to Shareholders which is
specifically incorporated herein by reference.
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a dividend) or paying any management fee to
its holding company if the depository institution would thereafter be
undercapitalized. Undercapitalized depository institutions are subject to
restrictions on borrowing from the Federal Reserve System. In addition,
undercapitalized depository institutions are subject to growth limitations and
are required to submit capital restoration plans. A depository institution's
holding company must guarantee the capital plan, up to an amount equal to the
lesser of 5% of the depository institution's assets at the time it becomes
undercapitalized or the amount of the capital deficiency when the institution
fails to comply with the plan. Federal banking agencies may not accept a capital
plan without determining, among other things, that the plan is based on
realistic assumptions and is likely to succeed in restoring the depository
institution's capital. If a depository institution fails to submit an acceptable
plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized depository institutions are subject to appointment of a
receiver or conservator.
Safety and Soundness Standards. The Federal Deposit Insurance Act, as
amended by FDICIA and the Riegle Community Development and Regulatory
Improvement Act of 1994, requires the federal bank regulatory agencies to
prescribe standards, by regulations or guidelines, relating to internal
controls, information systems and internal audit systems, loan documentation,
credit underwriting, interest rate risk exposure, asset growth, asset quality,
earnings, stock valuation and compensation, fees and benefits and such other
operational and managerial standards as the agencies deem appropriate. The
federal bank regulatory agencies
8
have adopted a set of guidelines prescribing safety and soundness standards
pursuant to FDICIA. The guidelines establish general standards relating to
internal controls and information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth and
compensation, fees and benefits. In general, the guidelines require, among other
things, appropriate systems and practices to identify and manage the risks and
exposures specified in the guidelines. The guidelines prohibit excessive
compensation as an unsafe and unsound practice and describe compensation as
excessive when the amounts paid are unreasonable or disproportionate to the
services performed by an executive officer, employee, director or principal
stockholders. The federal banking agencies determined that stock valuation
standards were not appropriate. In addition, the agencies adopted regulations
that authorize, but do not require, an agency to order an institution that has
been given notice by an agency that it is not satisfying any of such safety and
soundness standards to submit a compliance plan. If, after being so notified, an
institution fails to submit an acceptable compliance plan, the agency must issue
an order directing action to correct the deficiency and may issue an order
directing other actions of the types to which an undercapitalized institution is
subject under the prompt corrective action provisions of FDICIA. See "Prompt
Corrective Action." If an institution fails to comply with such an order, the
agency may seek to enforce such order in judicial proceedings and to impose
civil money penalties.
Depositor Preference Statute. Legislation has been enacted providing that
deposits and certain claims for administrative expenses and employee
compensation against an insured depository institution would be afforded a
priority over other general unsecured claims against such an institution,
including federal funds and letters of credit, in the "liquidation or other
resolution" of such an institution by any receiver.
TSYS. TSYS is subject to being examined, and is indirectly regulated, by
federal and state financial institution regulatory agencies which regulate the
banks, savings institutions and credit unions for which TSYS provides bankcard
data processing services. Matters reviewed and examined by these federal and
state financial institution regulatory agencies have included TSYS' internal
controls in connection with its present performance of bankcard data processing
services, and the agreements pursuant to which TSYS provides such services.
As the Federal Reserve Bank of Atlanta has approved Synovus' indirect
ownership of TSYS through Columbus Bank and Trust Company, TSYS is subject to
direct regulation by the Board. TSYS was formed with the prior written approval
of, and is subject to regulation and examination by, the Georgia Banking
Department as a subsidiary of Columbus Bank and Trust Company and is authorized
to engage in only those activities which Columbus Bank and Trust Company itself
is authorized to engage in directly, which includes the bankcard and other data
processing services presently being provided by TSYS. As TSYS and its
subsidiaries operate as subsidiaries of Columbus Bank and Trust Company, they
are subject to regulation by the FDIC.
Employees
On February 28, 1999, Synovus had 8,625 full time employees, 3,935 of whom
are employees of TSYS.
9
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 Columbus Bank and Trust Company, compete with
commercial banks and savings institutions having trust powers, trust companies,
and investment advisory and brokerage firms and other individuals and firms that
offer fiduciary, escrow, or corporate trust services.
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.
Synovus Mortgage Corp. competes with other mortgage companies and banks
offering mortgage services in its and the Banks' market areas.
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., a wholly owned subsidiary of First Data Corporation, which
is headquartered
10
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, quality, features
and functionality, and reliability of service. Certain other subsidiaries of
First Data Corporation also compete with TSYS. 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-32 through
F-55 of Synovus' 1998 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 owns, in some cases subject to mortgages or
other security interests, or lease all of the real property and/or buildings on
which it is located. All of such buildings are in a good state of repair and are
appropriately designed for the purposes for which they are used.
See Note 6 and Note 10 of Notes to Consolidated Financial Statements on
page F-16, and pages F-21 through F-23, of Synovus' 1998 Annual Report to
Shareholders which are specifically incorporated herein by reference.
Columbus Bank and Trust Company owns 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 owns a 377,000 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, purchasing and card
production, as well as other related operations.
TSYS owns a 110,000 square foot building on a 23-acre site in Columbus,
Georgia, which accommodates current and future office space needs for technical
staff. TSYS also owns a 104,000 square foot building on an 18-acre site in
Columbus which functions as a second data center.
During 1997, TSYS entered into an operating lease for the purpose of
financing its 540,000 square foot new campus-type facility on approximately 46
acres of land in downtown Columbus, Georgia. The campus facility will
consolidate most of TSYS' multiple Columbus locations and will facilitate future
growth. The campus development will be a multiyear phased project. TSYS began
moving personnel into the new campus facilities in December 1998.
11
Item 3. Legal Proceedings
See Note 10 of Notes to Consolidated Financial Statements on pages F-21
through F- 23 of Synovus' 1998 Annual Report to Shareholders which is
specifically incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Part II
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 are set forth on pages F-51 through F-53 of
Synovus' 1998 Annual Report to Shareholders which are specifically incorporated
herein by reference.
Item 6. Selected Financial Data
See "Five Year Selected Financial Data" under the "Financial Review"
Section which is set forth on page F-32 of Synovus' 1998 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-32 through
F-55 of Synovus' 1998 Annual Report to Shareholders, which includes the
information encompassed by "Management's Discussion and Analysis of Financial
Condition and Results of Operations", is specifically incorporated herein by
reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
See "Market Risk" under the "Financial Review" Section which is set forth
on page F- 50 of Synovus' 1998 Annual Report to Shareholders which is
specifically incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The "Summary of Quarterly Financial Data" Section which is set forth on
page F-55, and the "Consolidated Balance Sheets, Consolidated Statements of
Income, Consolidated Statements of Changes in Shareholders' Equity, Consolidated
Statements of Cash Flows, Summary of Significant Accounting Policies, Notes to
Consolidated Financial Statements and Independent Auditors' Report" Sections
which are set forth on pages F-2 through F-30 of Synovus' 1998 Annual Report to
Shareholders are specifically incorporated herein by
12
reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Part III
Item 10. Directors and Executive Officers of the Registrant
The "ELECTION OF DIRECTORS" Section which is set forth on pages 3 through
5, the "EXECUTIVE OFFICERS" Section which is set forth on page 7 and the
"SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE SECTION" which is set
forth on page 22 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 22, 1999 are specifically incorporated
herein by reference.
Item 11. Executive Compensation
The "DIRECTORS' COMPENSATION" Section which is set forth on page 6, the
`"EXECUTIVE COMPENSATION - Summary Compensation Table; Stock Option Exercises
and Grants; and Employment Contracts and Change in Control Arrangements"
Sections which are set forth on pages 9 through 12 and the "COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" Section which is set forth on
page 15 of Synovus' Proxy Statement in connection with its Annual Shareholders'
Meeting to be held on April 22, 1999 are specifically incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The "STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS" Section which is
set forth on pages 8 and 9, the "PRINCIPAL SHAREHOLDERS" Section which is set
forth on pages 16 through 18, 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
19 and 20 of Synovus' Proxy Statement in connection with its Annual
Shareholders' Meeting to be held on April 22, 1999 are specifically incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The "TRANSACTIONS WITH MANAGEMENT" Section which is set forth on pages 15
and 16, the "RELATIONSHIPS BETWEEN SYNOVUS, COLUMBUS BANK, TSYS AND CERTAIN OF
SYNOVUS' SUBSIDIARIES AND AFFILIATES - Beneficial Ownership of TSYS Common Stock
by Columbus Bank" Section which is set forth on page 18, 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 19, and the
13
"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 20 through 22 of Synovus' Proxy Statement
in connection with its Annual Shareholders' Meeting to be held on April 22,
1999 are specifically incorporated herein by reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) 1. Financial Statements
The following Consolidated Financial Statements of Synovus
Financial Corp. and its subsidiaries are specifically
incorporated by reference from pages F-2 through F-30 of
Synovus' 1998 Annual Report to Shareholders, in response to
Item 8, Part II, Financial Statements and Supplementary Data.
Consolidated Balance Sheets - December 31, 1998 and 1997
Consolidated Statements of Income - Years Ended
December 31, 1998, 1997 and 1996
Consolidated Statements of Changes in Shareholders'
Equity - Years Ended December 31, 1998, 1997 and 1996
Consolidated Statements of Cash Flows - Years Ended
December 31, 1998, 1997 and 1996
Summary of Significant Accounting Policies - December 31,
1998, 1997 and 1996
Notes to Consolidated Financial Statements - December 31,
1998, 1997 and 1996
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.
14
3. Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation, as amended, of Synovus
Financial Corp. ("Synovus") incorporated by reference
to Exhibit 4(a) of Synovus' Registration Statement on
Form S-8 filed with the Securities and Exchange
Commission on July 23, 1990 (File No. 33-35926).
3.2 Bylaws, as amended, of Synovus, incorporated by
reference to Exhibit 4.2 of Synovus' Registration
Statement on Form S-3 filed with the Securities and
Exchange Commission on February 23, 1999 (File No.
333-72827).
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).
15
10.5 1989 Stock Option Plan of Synovus incorporated by
reference to Exhibit "A" of Synovus' Registration
Statement on Form S-8 filed with the Commission on July
23, 1990 (File No. 33-35926), which Option Plan was
amended on March 16, 1992 to eliminate the stock
appreciation rights feature of the outstanding options
under the Plan and reduce the exercise price from $16
5/8 per share to $9.70 per share.
10.6 Consulting Agreement of H. Lynn Page with Synovus
incorporated by reference to Exhibit 10.6 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 29, 1993.
10.7 Excess Benefit Agreement of Synovus incorporated by
reference to Exhibit 10.7 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December 31, 1994,
as filed with the Commission on March 24, 1995.
10.8 Wage Continuation Agreement of Synovus incorporated by
reference to Exhibit 10.8 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December 31, 1992,
as filed with the Commission on March 29, 1993.
10.9 1991 Stock Option Plan for Key Executives of Synovus
incorporated by reference to Exhibit 10.9 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 29, 1993.
10.10 Synovus Financial Corp. 1992 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.10 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 29, 1993.
10.11 Agreement in Connection with Use of Aircraft
incorporated by reference to Exhibit 10.11 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as filed with the Commission on
March 29, 1993.
10.12 Life Insurance Trusts incorporated by reference to
Exhibit 10.12 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, as filed
with the Commission on March 29, 1993.
10.13 Supplemental Compensation Agreement, Incentive
Compensation Agreements and Performance Compensation
Agreement with Richard E. Anthony; which Agreements
were assumed by Synovus on December 31, 1992 as a
result of its acquisition of
16
First Commercial Bancshares, Inc.; and which stock
awards made pursuant to the Agreements were converted
at a ratio of 1.5 to 1, the exchange ratio applicable
to the merger incorporated by reference to
Exhibit 10.13 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, as filed
with the Commission on March 29, 1993.
10.14 1993 Split Dollar Insurance Agreement of Synovus
incorporated by reference to Exhibit 10.14 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, as filed with the Commission on
March 28, 1994.
10.15 1995 Split Dollar Insurance Agreement of Synovus
incorporated by reference to Exhibit 10.15 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as filed with the Commission on
March 24, 1995.
10.16 Synovus Financial Corp. 1994 Long-Term Incentive Plan
incorporated by reference to Exhibit 10.16 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as filed with the Commission on
March 24, 1995.
10.17 Employment Agreement of Robert V. Royall, Jr.
incorporated by reference to Exhibit 10.17 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on
March 25, 1996.
10.18 Synovus Financial Corp. Executive Bonus Plan
incorporated by reference to Exhibit 10.18 of Synovus'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on
March 25, 1996.
10.19 Change of Control Agreements incorporated by reference
to Exhibit 10.19 of Synovus' Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, as filed
with the Commission on March 25, 1996.
10.20 Consulting Agreement of Joe E. Beverly incorporated by
reference to Exhibit 10.20 of Synovus' Annual Report on
Form 10-K for the fiscal year ended December 31, 1996,
as filed with the Commission on March 6, 1997.
13.1 Certain specified pages of Synovus' 1998 Annual Report
to Shareholders which are specifically incorporated
herein by reference.
20.1 Proxy Statement, for the Annual Meeting of Shareholders
of
17
Synovus to be held on April 22, 1999, 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 1998 Annual Report on Form 10-K.
27.1 Financial Data Schedule (for SEC use only).
27.2 Amended Financial Data Schedule (for SEC use only).
27.3 Amended Financial Data Schedule (for SEC use only).
27.4 Amended 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, 1998 (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, 1998 (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 March 1, 1999, Synovus filed a Form 8-K with the Commission in
connection with the announcement that Universal Card Services Corp., an
affiliate of CITIBANK, notified TSYS of its decision not to renew its processing
agreement with TSYS for consumer credit card accounts at the end of its original
term on August 1, 2000.
filings\snv\10k.98
18
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 16, 1999 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 16, 1999
- -------------------------------------------------
William B. Turner,
Director and Chairman of
the Executive Committee
/s/James H. Blanchard Date: March 16, 1999
- -------------------------------------------------
James H. Blanchard,
Chairman of the Board and
Principal Executive Officer
/s/James D. Yancey Date: March 16, 1999
- -------------------------------------------------
James D. Yancey,
President and Director
/s/Richard E. Anthony Date: March 16, 1999
- -------------------------------------------------
Richard E. Anthony,
Vice Chairman of the Board
/s/Walter M. Deriso, Jr. Date: March 16, 1999
- -------------------------------------------------
Walter M. Deriso, Jr.,
Vice Chairman of the Board
/s/Stephen L. Burts, Jr. Date: March 16, 1999
- -------------------------------------------------
Stephen L. Burts, Jr.,
Vice Chairman of the Board
/s/Thomas J. Prescott
- ------------------------------------------------- Date: March 16, 1999
Thomas J. Prescott,
Executive Vice President, Treasurer,
Principal Accounting and Financial Officer
- -------------------------------------------------
Joe E. Beverly,
Director
/s/Richard Y. Bradley Date: March 16, 1999
- -----------------------------------------------
Richard Y. Bradley,
Director
- -------------------------------------------------
C. Edward Floyd,
Director
/s/Gardiner W. Garrard, Jr. Date: March 16, 1999
- -------------------------------------------------
Gardiner W. Garrard, Jr.,
Director
- -------------------------------------------------
V. Nathaniel Hansford,
Director
/s/John P. Illges, III Date: March 16, 1999
- -------------------------------------------------
John P. Illges, III,
Director
/s/Mason H. Lampton Date: March 16, 1999
- -------------------------------------------------
Mason H. Lampton,
Director
- -------------------------------------------------
Elizabeth C. Ogie,
Director
/s/H. Lynn Page Date: March 16, 1999
- -------------------------------------------------
H. Lynn Page,
Director
- -------------------------------------------------
Robert V. Royall, Jr.,
Director
- -------------------------------------------------
Melvin T. Stith,
Director
filings\SNV\con13.sig