Edgar Filing: SYNOVUS FINANCIAL CORP

1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
of
William B. Turner (joined by his spouse)

Synovus Financial Corp.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $1.00 per value
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(Title of Class of Securities)

Common Stock: 87161C 10 5
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(CUSIP Number)

Garilou Page, Esq.
Synovus Financial Corp.
901 Front Avenue, Suite 202
Columbus, Georgia 31901
(706) 649-4793
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)

January 22, 2001
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.

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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

The exhibit index is located on page 13 of this filing.

Page 1 of 15

2
SCHEDULE 13D

CUSIP NO. 87161C 10 5 PAGE 2 OF 15 PAGES
--------------------- -------- --------

(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William B. Turner
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]

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(3) SEC USE ONLY

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(4) SOURCE OF FUNDS
N/A
---------------------------------------------------------------------

(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(7) SOLE VOTING POWER
NUMBER OF 73,335.6644
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 16,897,204
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 73,335.6644
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
16,897,204
--------------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,970,539.6644
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(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]

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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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(14) TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------------------------------------------------------

CUSIP NO. 87161 C 10 5 13D PAGE 3 OF 15 PAGES
--------------------- -------- --------

(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sue Marie T. Turner
---------------------------------------------------------------------

(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]

---------------------------------------------------------------------

(3) SEC USE ONLY

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(4) SOURCE OF FUNDS
N/A
---------------------------------------------------------------------

(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

---------------------------------------------------------------------

(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
---------------------------------------------------------------------

(7) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,588,022
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
16,897,204
--------------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,897,204
---------------------------------------------------------------------

(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]

---------------------------------------------------------------------

(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON (See Instructions)
IN
---------------------------------------------------------------------

4
EXPLANATORY NOTE

This Amendment No. 3 ("Amendment No. 3") is being made to the Schedule
13D as amended and restated by Amendment No. 2 filed on December 21, 2000 (the
"Schedule 13D") jointly filed by William B. Turner and Sue Marie T. Turner, both
in their individual capacities and as trustees of their respective grantor
retained annuity trusts ("GRATs"). This Amendment No. 3 is being filed pursuant
to Rules 13d-1(k)(1) and 13d-2 promulgated under the Securities Exchange Act of
1934, as amended, to report: (1) the termination of a voting lease that reduced
by 13,311,843 shares the common stock, $1.00 par value (the "Common Stock"), of
Synovus Financial Corp., a Georgia corporation ("Synovus") deemed to be
beneficially owned indirectly by Mr. Turner and (2) certain proposals with
respect to Synovus Common Stock. Other minor updating changes also are reflected
in the items that are being amended.

ITEM 1. SECURITY AND ISSUER.

The information set forth in Item 1 of the Schedule 13D has not changed
as of the date of this Amendment No. 3.

ITEM 2. IDENTITY AND BACKGROUND.

The information set forth in Item 2 of the Schedule 13D has not changed
as of the date of this Amendment No. 3.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Item 3 of the Schedule 13D is hereby amended to report a recent
transaction involving TB&C Bancshares, Inc. ("TB&C"), through which Mr. Turner
and Mrs. Turner may be deemed to beneficially own certain shares of Synovus
Common Stock. The transaction reduced the number of shares of Synovus Common
Stock deemed to be beneficially owned indirectly through TB&C by Mr. Turner in
his role as a director of TB&C. This reduction resulted from the termination of
an agreement (the "Voting Lease") pursuant to which TB&C had leased certain
rights in all shares of Synovus Common Stock held in trust by Synovus Trust
Company ("STC"), a wholly owned subsidiary of Synovus, under each of the
following trusts (collectively, the "Series 600 Trusts"): (a) STC as Trustee
u/w/o W.C. Bradley 6/22/45 for Sarah T. Butler; (b) STC as Trustee u/w/o W.C.
Bradley 6/22/45 for Elizabeth T. Corn; and (c) STC as Trustee u/w/o W.C. Bradley
6/22/45 for William B. Turner.

As previously reported in Amendment No. 2, other recent transactions in
the stock of TB&C also affected Mr. and Mrs. Turner's beneficial ownership of
shares of Synovus Common Stock. Those previously reported transactions consisted
of:

- A gift on December 6, 2000, of 2,106,814 shares of common
stock (14.4% of the outstanding voting stock) of TB&C from Mr.
Turner to Mrs. Turner;

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5

- A transfer on December 14, 2000, by Mr. Turner of 2,106,815
shares of common stock (14.4% of the outstanding voting stock)
of TB&C to the 2000 William B. Turner Trust, a grantor
retained annuity trust of which Mr. Turner is the sole trustee
("Mr. Turner's GRAT"); and

- A transfer on December 14, 2000, by Mrs. Turner of 2,106,814
shares of common stock (14.4% of the outstanding voting stock)
of TB&C to the 2000 Sue Marie T. Turner Trust, a grantor
retained annuity trust of which Mrs. Turner is the sole
trustee ("Mrs. Turner's GRAT").

The only funds or other consideration that has been or will be given in
connection with the termination of the Voting Lease described above was a refund
by each of the 600 Series Trusts of a pro rata portion ($51,074.95 by each of
the three trusts or $153,224.85 in the aggregate) of the quarterly lease
payments that had been paid by TB&C, in advance as required under the Voting
Lease, for the three-month period ending March 1, 2001. The Series 600 Trusts
funded these payments with cash on hand.

TB&C was formed in 1986 by Mr. Turner and his sisters, Elizabeth T.
Corn and Sarah T. Butler, to effect various family, financial and estate
planning goals. In 1986, Mr. Turner and his sisters contributed to TB&C a total
of 1,766,637 shares (9.5% of the then outstanding shares) of Common Stock of
Synovus that they and their ancestors had owned for many years. Since 1986,
there have been six three-for-two splits of Synovus Common Stock, as a result of
which each share of Synovus Common Stock outstanding in 1986 now represents
approximately 11 shares of Synovus Common Stock (disregarding any cash
settlements of fractional shares). There were two additional splits (one
two-for-one split and one three-for-two split) between the time Mr. Turner filed
his initial Schedule 13D in October 1980 and the formation of TB&C in 1986. As a
result, each share of Synovus Common Stock outstanding in October 1980 now
represents 34 shares of Synovus Common Stock. These stock splits, together with
the sharing of voting and investment power over the shares his sisters
contributed to TB&C, have accounted for the vast majority of increases since
1980 in the number of shares shown as beneficially owned by Mr. Turner.

As of the date of this report, the voting stock of TB&C is beneficially
owned primarily by: (1) Mr. and Mrs. Turner, who together own 28.9% through the
GRATs that they established, (2) Mrs. Corn and her husband, who together own
29.4% through similar GRATs that they established and (3) Mrs. Butler and her
husband, who together own 30.8% through similar GRATs that they established. Mr.
Turner is one of six directors of TB&C. Mrs. Turner is not a director of TB&C.

As of the date of this report, TB&C beneficially owns 14,309,182 shares
of Synovus Common Stock directly. Prior to January 22, 2001, TB&C may also have
been deemed to be the beneficial owner of 13,311,843 shares of Synovus Common
Stock under the Voting Lease, pursuant to which TB&C had leased from STC the
right to vote and the right to tender all, but not less than all, of the Common
Stock of Synovus held by the Series 600 Trusts. The TB&C

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Board of Directors (which includes Mr. Turner) made all decisions as to voting
these shares under the Voting Lease and, if it had become relevant, would have
made any decision as to any tender offer.

The Voting Lease had an initial five-year term and was renewed on
February 29, 2000 for another five years. In exchange for the lease of such
rights, TB&C was required to make quarterly payments to STC for the initial
lease term of five years, equal to $.03 per share of Synovus Common Stock, which
was .17% of $19.50, the closing price of a share of Synovus Common Stock on the
New York Stock Exchange on March 2, 1995. The quarterly lease payments during
the renewal term of the Voting Lease were equal to $.0265625 per share of
Synovus Common Stock, which was .17% of $15.625, the closing price of a share of
Synovus Common Stock on the New York Stock Exchange on March 2, 2000. TB&C used
the quarterly cash dividends that it received with respect to the shares of
Synovus Common Stock it owned directly as the source of funds to pay these lease
payments. On January 22, 2001, TB&C terminated the Voting Lease for the reasons
described in Item 4. As a result, no person, other than STC as trustee of each
of the Series 600 Trusts, continues to have any beneficial ownership as a result
of sharing voting or investment power as to the Synovus shares held on behalf of
the Series 600 Trusts.

ITEM 4. PURPOSE OF TRANSACTION.

As indicated under Item 3, TB&C was formed to allow Mr. Turner and his
sisters to effect various family, financial and estate planning goals for
themselves and their lineal descendants. The gifts and transfers of TB&C stock
described under Item 3 were effected in furtherance of these goals. In addition,
Mr. Turner and the other family members who are directors of TB&C concluded,
based on their continuing evaluation of the families' circumstances and on the
advice of their professional advisors, that achievement of these goals would be
advanced by the termination of the Voting Lease and the reorganization of TB&C
described below. Accordingly, the Voting Lease was terminated on January 22,
2001.

In addition, on January 17, 2001, the Board of Directors of Synovus
approved a plan of reorganization involving TB&C and Synovus pursuant to which
TB&C would transfer all of its assets, consisting primarily of 14,309,182 shares
of Synovus Common Stock, to Synovus in exchange for 14,309,182 shares of Synovus
Common Stock. Following the transfer, TB&C would liquidate and distribute all of
its assets to its shareholders. This transaction is intended to qualify as a
tax-free reorganization pursuant to Section 368(a)(1)(C) of the Internal Revenue
Code of 1986. The completion of the transaction is subject to numerous
conditions precedent, including execution of a definitive agreement, approval of
TB&C's shareholders and various regulatory approvals.

Except for the proposed reorganization and related liquidation of TB&C
described above, neither Mr. Turner nor Mrs. Turner currently has any plans or
proposals that relate to or would result in: (a) any person acquiring additional
securities of Synovus or disposing of securities of Synovus, other than through
Mr. Turner's participation in Synovus' Director Stock Purchase

Page 6 of 15
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Plan or Synovus' Dividend Reinvestment and Direct Stock Purchase Plan; (b) an
extraordinary corporate transaction involving Synovus; (c) a sale or transfer of
a material amount of the assets of Synovus or any of its subsidiaries; (d) any
change in the present board of directors or management of Synovus; (e) any
material change in the present capitalization or dividend policy of Synovus; (f)
any other material change in Synovus' business or corporate structure; (g) any
changes in Synovus' charter or bylaws or other actions that might impede the
acquisition of control of Synovus; (h) the delisting of Synovus Common Stock
from the New York Stock Exchange; (i) the eligibility of Synovus Common Stock
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or (j) any action similar to any of those
enumerated in items (a) through (i) above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b) The percentages set forth below and on pages 2-3 hereof are
based on 285,584,009 shares of Synovus Common Stock outstanding on January 30,
2001 as provided by Synovus.

Mr. Turner. Mr. Turner could be construed to be the beneficial owner of
16,970,539.6644 shares (5.9%) of Synovus Common Stock. Certain of these shares
have been beneficially owned by Mr. Turner for a number of years, with such
beneficial ownership often pre-dating the organization of Synovus and extending
to comparable beneficial ownership of the securities of Columbus Bank and Trust
Company, the lead bank subsidiary for which Synovus was initially organized to
acquire in 1972.

Mr. Turner has sole voting and investment power as to 73,335.6644
shares of Synovus Common Stock, all of which he owns directly. Mr. Turner has
shared voting and investment power as to 16,897,204 shares of Synovus Common
Stock. These 16,897,204 shares consist of: (a) 19,817 shares owned directly by
his wife, as to which voting power and investment power are shared with his
wife; (b) 2,568,205 shares owned by the Bradley-Turner Foundation (the "B-T
Foundation"), a charitable foundation of which both Mr. and Mrs. Turner are
trustees and as to which voting power and investment power are shared with the
other trustees of such foundation; and (c) 14,309,182 shares owned directly by
TB&C, as to which voting power and investment power are shared by Mr. Turner (as
a TB&C director) with the other directors of TB&C and as to which certain
investment power (involving major transactions requiring approval by TB&C's
shareholders) may be deemed to be shared by Mr. Turner (as sole trustee of Mr.
Turner's GRAT) with the other five principal shareholders of TB&C. The Bylaws of
TB&C provide that voting power over all of the shares owned or otherwise voted
by TB&C shall be shared by the directors of TB&C.

Mrs. Turner. Mrs. Turner could be construed to be the beneficial owner
of 16,897,204 shares (5.9%) of Synovus Common Stock. Mrs. Turner has shared
voting and investment power as to 2,588,022 of these shares, as follows: (a)
19,817 shares owned directly by Mrs. Turner, as to which voting power and
investment power are shared with Mr. Turner; and (b) 2,568,205 shares owned by
the B-T Foundation, as to which voting power and investment power are shared
with the

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other trustees of the B-T Foundation. As a principal shareholder of TB&C, Mrs.
Turner (as sole trustee of Mrs. Turner's GRAT) may be deemed to share certain
investment power (involving major transactions requiring approval by TB&C's
shareholders) with the directors and other principal shareholders of TB&C as to
the 14,309,182 shares of Synovus Common Stock owned directly by TB&C. Based on
the active and long-standing relationship of Mr. Turner and his ancestors with
Synovus and its predecessor and on other considerations, Mr. and Mrs. Turner do
not believe that Mrs. Turner shares any voting or investment power over the
73,335.6644 shares of Synovus Common Stock owned directly by Mr. Turner.
Accordingly, such shares have been excluded from the total shares shown as
beneficially owned by Mrs. Turner and she disclaims beneficial ownership of such
shares.

Additional information regarding the persons with whom Mr. and Mrs.
Turner share voting power and/or investment power is included on the next page.

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INFORMATION REGARDING THE
DIRECTORS AND CONTROLLING SHAREHOLDERS OF TB&C, AND
THE TRUSTEES OF THE B-T FOUNDATION

Capacity in Which Such Person Shares Present Principal Occupation and Address of
Name and Address(1) Voting or Investment Power Employment
--------------------------- ------------------------------------ -------------------------------------------

William B. Turner Director and Controlling Shareholder Advisory Director of
of TB&C and Trustee of W. C. Bradley Co. (1017 Front Avenue,
B-T Foundation Columbus, GA 31901)

Chairman of the Executive Committee of
Synovus Financial Corp. (901 Front Ave., Suite 301
Columbus, GA 31901)

Sue Marie T. Turner Controlling Shareholder of TB&C Homemaker
(wife of William B. Turner) and Trustee of B-T Foundation

Sarah T. Butler Director and Controlling Shareholder Homemaker
of TB&C and Trustee of B-T
Foundation

Clarence C. Butler Controlling Shareholder of TB&C Retired Physician
(husband of Sarah T. Butler) and Trustee of B-T Foundation St. Francis Hospital
P.O. Box 7000, Columbus, GA 31908

Elizabeth T. Corn Director and Controlling Shareholder Homemaker
of TB&C and Trustee of B-T
Foundation

Lovick P. Corn Controlling Shareholder of TB&C Advisory Director
(husband of Elizabeth T. Corn) and Trustee of B-T Foundation W.C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

William B. Turner, Jr. Director of TB&C President
(adult son of William B. Turner) and Trustee of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

Stephen T. Butler Director of TB&C and Chairman of the Board
(adult son of Sarah T. Butler) Trustee of B-T Foundation W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901

Elizabeth C. Ogie Director of TB&C and Trustee of Director
(adult daughter of Elizabeth T. of B-T Foundation W. C. Bradley Co.
Corn) 1017 Front Avenue, Columbus, GA 31901

Director
Synovus Financial Corp., Suite 301
901 Front Avenue, Columbus, GA 31901

Sarah T. Martin Trustee of B-T Foundation Employee
(adult daughter of William B. Columbus Travel
Turner) 123 12th Street, Columbus, GA 31901

Polly C. Miller Trustee of B-T Foundation Homemaker
(adult daughter of Elizabeth T.
Corn)

Page 9 of 15
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Sam Wellborn Trustee of B-T Foundation Chairman of Synovus Foundation
P.O. Box 120
Columbus, GA 31902

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(1) Each individual named above is a citizen of the United States of
America. None of the above individuals has, during the last five years: (a) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
become subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. The address
of each individual named above is c/o Synovus Trust Company, P.O. Box 120,
Columbus, GA 31902.

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(c) There have not been any transactions within the last 60 days
by Mr. or Mrs. Turner in shares of Synovus Common Stock, except for Mr. Turner's
purchase of 89.46 shares of Synovus Common Stock at $26.29 per share on January
2, 2001 through the automatic reinvestment of cash dividends with respect to
shares of Synovus Common Stock he owns through the Synovus Director Stock
Purchase Plan and the Synovus Dividend Reinvestment and Direct Stock Purchase
Plan.

(d) None.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Except for the proposed reorganization and related liquidation of TB&C
described in Item 4, there are no longer in effect any contracts, arrangements,
understandings or relationships with respect to Synovus Common Stock that are
required to be disclosed under this item.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT A Lease of Rights between TB&C as Lessee and STC, as Trustee of
each of the Series 600 Trusts. (Filed in March 1995 in paper
form as EXHIBIT A to Amendment No. 1 to the Schedule 13D of
William B. Turner and omitted pursuant to Rule 13d-2(e).)

EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights
described under EXHIBIT A. (1)

EXHIBIT C Agreement to Terminate Lease of Rights, dated January 22,
2001, between STC and TB&C.

EXHIBIT D Power of Attorney from William B. Turner, individually and as
trustee. (1)

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EXHIBIT E Power of Attorney from Sue Marie T. Turner, individually and
as trustee. (1)

EXHIBIT F Agreement with respect to joint filing of Amendment No. 3 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December
15, 2000, between William B. Turner and Sue Marie T. Turner.
(1)

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(1) Incorporated by reference from exhibits to Amendment No. 2 to Schedule
13D, dated as of December 6, 2000, as filed on behalf of William B. Turner and
Sue Marie T. Turner with the Securities and Exchange Commission on December 21,
2000.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

February 8, 2001 William B. Turner, individually and as trustee

By: /s/ Garilou Page
--------------------------------------------
Garilou Page, as Attorney in Fact

February 8, 2001 Sue Marie T. Turner, individually and as trustee

By: /s/ Garilou Page
--------------------------------------------
Garilou Page, as Attorney in Fact

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INDEX TO EXHIBITS

Exhibit Description of Exhibit
--------- -------------------------------------------------------------

EXHIBIT B Letter dated February 29, 2000, renewing the Lease of Rights
described under EXHIBIT A. (1)

EXHIBIT C Agreement To Terminate Lease of Rights, dated January 22, 2001
between STC and TB&C.

EXHIBIT D Power of Attorney from William B. Turner, individually and as
trustee.(1)

EXHIBIT E Power of Attorney from Sue Marie T. Turner, individually and
as trustee.(1)

EXHIBIT F Agreement with respect to joint filing of Amendment No. 3 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December
15, 2000, between William B. Turner and Sue Marie T. Turner.
(1)

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