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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)*
Under the Securities Exchange Act of 1934
of
Elizabeth Corn Ogie
Synovus Financial Corp.
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(Name of Issuer)
Common Stock, $1.00 par 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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 13, 2001
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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.
*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 10 of this filing.
Page 1 of 10
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CUSIP NO. 87161C 10 5 SCHEDULE 13D PAGE 2 OF 10 PAGES
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(1) NAMES OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ELIZABETH CORN OGIE
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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
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(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 0
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,903,211.779
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(10) SHARED DISPOSITIVE POWER
2,903,211.779
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,903,211.779
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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)
1.0%
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(14) TYPE OF REPORTING PERSON*
IN
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EXPLANATORY NOTES
This Amendment No. 2 ("Amendment No. 2") is being made to the Schedule
13D as amended and restated by Amendment No. 1 filed on February 8, 2001 (the
"Schedule 13D") by Elizabeth Corn Ogie, both in her individual capacity and as
trustee of her grantor retained annuity trust ("GRAT"). This Amendment No. 2 is
being filed pursuant to Rule 13d-2 promulgated under the Securities Exchange Act
of 1934, as amended, to report (1) the reorganization of TB&C Bancshares, Inc.
("TB&C") and the related distribution in liquidation by TB&C of 14,309,182
shares of common stock, $1.00 par value (the "Common Stock"), of Synovus
Financial Corp., a Georgia corporation ("Synovus"), all of which were previously
deemed to be beneficially owned indirectly by Mrs. Ogie; (2) the acquisition of
114,015 of such shares by Mrs. Ogie, as sole trustee of her GRAT; and (3) the
fact that Mrs. Ogie now beneficially owns less than 5% of the outstanding shares
of Synovus Common Stock. Other 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. 2.
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. 2.
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 that reduced Mrs. Ogie's beneficial ownership of
Synovus Common Stock to below 5% of the outstanding shares of such Common Stock.
As a result of Mrs. Ogie's position as a director of TB&C, Mrs. Ogie was deemed
to beneficially own 14,309,182 shares of Synovus Common Stock that were owned by
TB&C until the close of business on August 13, 2001. After the close of business
and after the New York Stock Exchange closed on August 13, 2001, TB&C completed
a reorganization (the "Reorganization") under Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended, in which:
(a) TB&C transferred to Synovus the 14,309,182 shares of Synovus
Common Stock that TB&C previously owned, and Synovus issued to
TB&C the same number of newly issued shares of Synovus Common
Stock, having the same rights as the shares surrendered; and
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(b) TB&C immediately distributed the 14,309,182 newly issued
shares of Synovus Common Stock to TB&C's shareholders in
proportion to their ownership of TB&C shares, all as part of
the related liquidation and dissolution of TB&C.
The only shares of Synovus Common Stock previously owned by TB&C that
Mrs. Ogie is deemed to beneficially own after the Reorganization are the shares
distributed by TB&C to Mrs. Ogie, as sole trustee of her GRAT, of which she also
is the sole annuity beneficiary. As trustee of her GRAT, Mrs. Ogie received
114,015 shares of Synovus Common Stock based on her ownership, as trustee of her
GRAT, of 116,305 shares of TB&C Common Stock being canceled in the dissolution
of TB&C.
The only funds or other consideration that has been or will be given in
connection with the Reorganization consist of: (a) the shares of Synovus Common
Stock surrendered by TB&C to Synovus in exchange for the issuance of an equal
number of new shares of Synovus Common Stock issued by Synovus to TB&C; and (b)
the shares of TB&C Common Stock owned by Mrs. Ogie, as sole trustee of her GRAT
(as well as the shares of TB&C Common Stock owned by the other TB&C
shareholders) that are being canceled in the dissolution of TB&C.
TB&C was formed in 1986 by Elizabeth T. Corn (Mrs. Ogie's mother) and
Mrs. Ogie's uncle and aunt, William B. Turner and Sarah T. Butler, to effect
various family, financial and estate planning goals. All of the shares of
Synovus Common Stock that TB&C owned immediately prior to the Reorganization
consisted of the shares initially contributed, a modest amount of additional
shares contributed in 1990 by the three founding shareholders, and additional
shares issued with respect to the contributed shares as a result of intervening
stock splits, as reduced by two relatively modest charitable gifts of shares of
Synovus Common Stock by TB&C. Stock splits account for the vast majority of
increases since 1995 in the number of shares shown as beneficially owned by Mrs.
Ogie from time to time in her Schedule 13D filings.
As of the date of this report, TB&C no longer owns or votes any shares
of Synovus Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
As indicated under Item 3, TB&C was formed to allow Mr. Turner, Mrs.
Butler and Mrs. Corn to effect various family, financial and estate planning
goals for themselves and their lineal descendants. As previously disclosed in
Amendment No. 1, Mrs. Ogie 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 Reorganization of TB&C (including the
related distribution in liquidation by TB&C to its shareholders of all shares of
Synovus Common Stock owned by TB&C). The Reorganization and related distribution
of Synovus shares were completed on August 13, 2001.
Mrs. Ogie does not have any plans or proposals that relate to or would
result in: (a) any
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person acquiring additional securities of Synovus or disposing of securities of
Synovus (except through any distributions in kind by Mrs. Ogie as trustee of her
GRAT (or possibly sales by her as trustee of such GRAT) of shares of Synovus
Common Stock to satisfy annuity payments due to Mrs. Ogie as the annuity
beneficiary of such GRAT, and through Mrs. Ogie's participation in Synovus'
Director 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 page 2 hereof are
based on 291,093,083 shares of Synovus Common Stock outstanding on August 23,
2001, as provided by Synovus.
Mrs. Ogie could be construed to be the beneficial owner of
2,903,211.779 shares (1.0%) of Synovus Common Stock. Mrs. Ogie has shared voting
and investment power as to all such shares of Synovus Common Stock, consisting
of: (a) 9,062.779 shares that she owns directly, as to which she shares voting
and investment power with her husband, W. Michael Ogie; (b) 11,670 shares owned
directly by her husband, as to which voting power and investment power are
shared by her husband with Mrs. Ogie; (c) 52,367 shares owned by Synovus Trust
Company ("STC"), a wholly owned subsidiary of Synovus, as trustee of a revocable
trust for the benefit of Mrs. Ogie and subject to her directions as to
distributions and her right to vote the Synovus shares, as to which voting power
and investment power are shared with her husband (based on Mrs. Ogie's power to
vote the Synovus shares and to direct distributions from and to revoke the
trust) and as to which investment power is shared also with STC, as trustee of
such trust; (d) 20,797 shares held by Mrs. Ogie in custodial accounts for her
children, as to which voting power and investment power are shared with her
husband; (e) 2,568,205 shares owned by Bradley-Turner Foundation, Inc. (the "B-T
Foundation"), a charitable foundation of which Mrs. Ogie is a trustee and as to
which voting power and investment power are shared with the other trustees of
such foundation; (f) 127,095 shares owned by Beloco Foundation, Inc., a
not-for-profit charitable corporation ("Beloco"), of which Mrs. Ogie is a
trustee and as to which voting power and investment power are shared with the
other trustees of Beloco; and (g) 114,015 shares owned by Mrs. Ogie as sole
trustee of her GRAT, as to which she may be deemed to share voting power and
investment power with her husband.
Additional information regarding the persons and entity with whom Mrs.
Ogie shares voting power and/or investment power is included in the following
chart.
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INFORMATION REGARDING SYNOVUS TRUST COMPANY,
THE TRUSTEES OF THE B-T FOUNDATION
AND THE TRUSTEES OF BELOCO
Capacity in Which Such Person Shares Present Principal Occupation and Address of
Name and Address(1) Voting or Investment Power(2) Employment
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William B. Turner Trustee of B-T Foundation Advisory Director of
W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Chairman of the Executive Committee of
Synovus Financial Corp.
901 Front Avenue, Suite 301, Columbus, GA 31901
Sue Marie T. Turner Trustee of B-T Foundation Homemaker
(wife of William B. Turner)
Sarah T. Butler Trustee of B-T Foundation Homemaker
Clarence C. Butler Trustee of B-T Foundation Retired Physician
(husband of Sarah T. Butler) St. Francis Hospital
P.O. Box 7000, Columbus, GA 31908
Elizabeth T. Corn Trustee of B-T Foundation and Homemaker
Trustee of Beloco
Lovick P. Corn Trustee of B-T Foundation and Advisory Director
(husband of Elizabeth T. Corn) Trustee of Beloco W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
William B. Turner, Jr. Trustee of B-T Foundation President
(adult son of William B. Turner) W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Stephen T. Butler Trustee of B-T Foundation Chairman of the Board
(adult son of Sarah T. Butler) W. C. Bradley Co.
1017 Front Avenue, Columbus, GA 31901
Elizabeth C. Ogie (adult Trustee of B-T Foundation Director
daughter of Elizabeth T. Corn) and Trustee of Beloco 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 and Homemaker
(adult daughter of Elizabeth T. Trustee of Beloco
Corn)
Elizabeth B. Ramsay Trustee of B-T Foundation Shop Owner
(adult daughter of Sarah T. Galleria Riverside
Butler) 15 10th Street, Columbus, GA 31902
Sam Wellborn Trustee of B-T Foundation Retired Chairman of Synovus Foundation
P.O. Box 120
Columbus, GA 31902
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Capacity in Which Such Person Shares Present Principal Occupation and Address of
Name and Address(1) Voting or Investment Power(2) Employment
-------------------------------- ----------------------------------- ----------------------------------------------------
Susan C. Wainwright Trustee of Beloco Homemaker
(adult daughter of Elizabeth T.
Corn)
Sarah C. Irby Trustee of Beloco Homemaker
(adult daughter of Elizabeth T.
Corn)
Katherine C. Foster Trustee of Beloco Homemaker
(adult daughter of Elizabeth T.
Corn)
Gilbert B. Miller Trustee of Beloco Student
(adult son of Polly C. Miller) University of Georgia
Athens, GA 30605
Synovus Trust Company, as Trustee of Revocable Trust for Financial institution with trust powers
Trustee Elizabeth C. Ogie
1148 Broadway, 2nd Floor
Columbus, GA 31901
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(1) Each individual named above is a citizen of the United States of America,
and STC is a state-chartered trust company formed under the laws of Georgia.
None of the above individuals or STC 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.
(2) Any spousal relationship giving rise to shared power described above under
Item 5 is not repeated here.
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(c) There have not been any transactions within the last 60 days
by Mrs. Ogie in shares of Synovus Common Stock, except for: (1) the receipt by
Mrs. Ogie, as sole trustee of her GRAT, of 114,015 shares of Synovus Common
Stock distributed on August 13, 2001 by TB&C in the Reorganization; (2) a
charitable gift of 312 shares of Synovus Common Stock on July 13, 2001, made by
STC, as sole trustee of a revocable trust for the benefit of Mrs. Ogie, pursuant
to Mrs. Ogie's power to direct distributions from such trust; and (3) Mrs.
Ogie's purchase of 35.961 shares of Common Stock at $32.0046 per share on July
2, 2001 through the automatic reinvestment of cash dividends with respect to
shares of Synovus Common Stock she owns through the Synovus Director Stock
Purchase Plan.
(d) Mrs. Ogie's revocable trust authorizes STC as trustee to make
distributions of income and corpus as directed by Mrs. Ogie.
(e) Mrs. Ogie ceased to be a beneficial owner of more than 5% of
the outstanding Synovus Common Stock on August 13, 2001.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no longer in effect any contracts, arrangements,
understandings or relationships with respect to Synovus Common Stock 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 the Schedule
13D of Elizabeth C. Ogie 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.(1)
EXHIBIT D Power of Attorney from Elizabeth C. Ogie,
individually and as trustee.(1)
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(1) Incorporated by reference from exhibits to Amendment No. 1 to Schedule
13D, dated as of January 22, 2001, as filed on behalf of Elizabeth Corn Ogie on
February 8, 2001.
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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.
September 7, 2001 Elizabeth Corn Ogie, individually and as trustee
By: /s/ Garilou Page
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Garilou Page, as Attorney in Fact
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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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 the Schedule
13D of Elizabeth C. Ogie 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.(1)
EXHIBIT D Power of Attorney from Elizabeth C. Ogie,
individually and as trustee.(1)
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(1) Incorporated by reference from exhibits to Amendment No. 1 to Schedule
13D, dated as of January 22, 2001, as filed on behalf of Elizabeth Corn Ogie on
February 8, 2001.
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