UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 29 )*
-----------
Synovus Financial Corp.
-------------------------------------------------------------------------------
(Name of Issuer)
$1.00 Par Value Common Stock
-------------------------------------------------------------------------------
(Title of Class of Securities)
87161C-10-5
-------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2003
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 10 pages
13G
CUSIP No. 87161C-10-5
--------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Synovus Financial Corp., as Parent Holding Company of its various
banking, brockerage, investment advisory and and trust company
subsidiaries, Columbus Bank and Trust Company, as the Parent Bank of
Synovus Trust Company, and Synovus Trust Company, in various
fiduciary capacities.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
Number of 5 SOLE VOTING POWER
Shares
Benefi- 43,834,443
cially
Owned By
Each
Reporting
Person With
6 SHARED VOTING POWER
857,666
7 SOLE DISPOSITIVE POWER
47,330,423
8 SHARED DISPOSITIVE POWER
1,195,999
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,459,111
(Includes Beneficial Ownership disclaimed)
10 CHECK IF THE AGGREGATE AMOUNT IN ROW(9)EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.9%
12 TYPE OF REPORTING PERSON
BK and HC
Page 2 of 10
------- -------
Page 3 of 10
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
Check the following box if a fee is being paid with this statement. [ ]
1. (a) Name of Issuer: Synovus Financial Corp.
(b) Address of Issuer's Principal Executive Offices:
One Arsenal Place
901 Front Avenue, Suite 301
Columbus, Georgia 31901
2. (a) & (b) Name and Principal Business Office of Persons Filing:
Synovus Trust Company, 1148 Broadway
Columbus, Georgia 31901
Columbus Bank and Trust Company, 1148 Broadway
Columbus, Georgia 31901
Synovus Financial Corp., One Arsenal Place, 901 Front Avenue
Suite 301, Columbus, Georgia 31901
(c) Citizenship:
Synovus Financial Corp. is a Georgia business corporation and its
banking, brokerage, investment advisory and trust company subsidiaries,
including Synovus Trust Company and Columbus Bank and Trust Company, are
Georgia, Florida, Alabama, Tennessee and national banking and business
corporations and trust companies.
(d) Title of class of securities: $1.00 par value common stock.
(e) CUSIP No. 87161C-10-5
3. Check whether person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [X] Bank as defined in section 3(a)(6) of the Act
Page 4 of 10
(c) [ ] Insurance Company as defined in section 3(a)(19)of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser in accordance with ss. 240-13d - 1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F)
(g) [X] A parent holding company or control person in accordance with
ss. 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [ ] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3)
(j) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J)
4. Ownership:
(a) Amount Beneficially Owned (Includes shares as to which beneficial
ownership is disclaimed):
December 31, 2003 48,459,111
(b) Percent of Class: 15.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
43,834,443
(ii) Shared power to vote or to direct the vote
857,666
(iii) Sole power to dispose or to direct the disposition of
47,330,423
Page 5 of 10
(iv) Shared power to dispose or to direct the disposition of
1,195,999
For an additional discussion on this item, see Exhibits "A", "B" and
"C" attached hereto.
5. Ownership of Five Percent or Less of a Class.
Not Applicable
6. Ownership of More than Five Percent on Behalf of Another Person.
See Exhibit "B"
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
See Exhibit "C"
8. Identification and Classification of Members of the Group.
See Exhibit "D"
9. Notice of Dissolution of Group.
Not Applicable
Page 6 of 10
10. Certification. By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect. 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.
SYNOVUS FINANCIAL CORP.
February 10, 2004 By:/s/G. Sanders Griffith, III
------------------------- -----------------------------------------
Date G. Sanders Griffith, III
Senior Executive Vice President
COLUMBUS BANK AND TRUST
COMPANY
February 10, 2004 By:/s/James D. Yancey
------------------------- -----------------------------------------
Date James D. Yancey
Chairman of the Board
SYNOVUS TRUST COMPANY
February 10, 2004 By:/s/George G. Flowers
------------------------- -----------------------------------------
Date George G. Flowers
President
Page 7 of 10
EXHIBIT "A"
-----------
In addition to the securities identified in the response to Item 4, as
of December 31, 2003, the banking, brokerage, investment advisory and trust
company subsidiaries of Synovus Financial Corp. possessed neither sole nor
shared voting or investment power in connection with 9,445,505 shares of the
class of securities which is the subject of this report which were held in
various agency, custody, non-advisory, safekeeping or asset management
capacities. Such securities are not included in the response to such item in
this report. However, appropriate disclosures will be included in all future
reports to identify the volume of such securities held in agency, custody,
non-advisory, safekeeping, asset management or other capacities in which they
possess neither sole or shared voting or investment power. See Exhibit "C".
Page 8 of 10
EXHIBIT "B"
-----------
As of December 31, 2003, Synovus Trust Company, a wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, a wholly-owned banking
subsidiary of Synovus Financial Corp., all of which are signatory parties
hereto, possessed in various fiduciary capacities, the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of
47,925,740, or 16.0%, of the class of the securities which is the subject of
this report, as set forth below, the beneficial ownership of which is
disclaimed. The other known persons having, in various fiduciary or advisory
capacities, the right, as of December 31, 2003, to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
class of securities which is the subject of this report, are other banking,
brokerage, investment advisory and trust company subsidiaries of Synovus
Financial Corp. as identified in Exhibit "C", the beneficial ownership of which
is disclaimed. None of such other subsidiaries, as of December 31, 2003,
individually or in the aggregate, possessed such right or power relating to more
than five percent of the class of securities which is the subject of this
report.
Held by Synovus Trust Company in various fiduciary capacities as of
December 31, 2003:
Sole Shared Sole Power Shared Power
Voting Power Voting Power To Dispose To Dispose
----------- ------------ ---------- ----------
43,529,625 735,654 47,122,243 1,115,270
Page 9 of 10
EXHIBIT "C"
-----------
Identified below are the subsidiaries of Synovus Financial Corp. and
its wholly-owned banking subsidiary, Columbus Bank and Trust Company, as of
December 31, 2003 which held, in various fiduciary or advisory capacities, the
class of securities which is the subject of this report.
(1) Synovus Trust Company, a nationally-chartered trust company subsidiary
of Columbus Bank and Trust Company.
(2) Synovus Securities, Inc., a wholly-owned subsidiary of Synovus Financial
Corp. which is a registered broker-dealer and investment advisor.
(3) The National Bank of South Carolina, a banking subsidiary of Synovus
Financial Corp.
(4) GLOBALT, Inc., a wholly-owned subsidiary of Synovus Financial Corp.
which provides asset management services.
The respective beneficial ownership by those subsidiaries of Synovus Financial
Corp. that held, as of December 31, 2003, the class of securities which is the
subject of this report is identified below.
(1) Synovus Trust Company, Synovus Securities, Inc., GLOBALT, Inc. and The
National Bank of South Carolina maintained in various fiduciary or
advisory capacities as to which they possessed sole voting power,
43,529,625; 0; 0; and 304,818 shares, respectively, and as to which
they possessed sole dispositive power, 47,122,243; 48,229; 2,000; and
157,951 shares, respectively, of the class of securities which is the
subject of this report, the beneficial ownership of which is
disclaimed.
(2) Synovus Trust Company, Synovus Securities, Inc., GLOBALT, Inc., and The
National Bank of South Carolina maintained in various fiduciary or
advisory capacities as to which they possessed shared dispositive
power, 1,115,270; 0; 0; and 80,729 shares, respectively, and as to
which they possessed shared voting power, 735,654, 0; 0; and 122,012
shares, respectively, of the class of securities which is the subject
of this report, the beneficial ownership of which is disclaimed.
In addition to the foregoing, and as referenced in Exhibit "A" hereto, on
December 31, 2003, Synovus Trust Company, a trust company subsidiary of Columbus
Bank and Trust Company, Synovus Securities, Inc., GLOBALT, Inc. and The National
Bank of South Carolina maintained in various agency, custody, non-advisory,
safekeeping or asset management capacities: 9,193,620; 0; 223,250; and 28,635
shares, respecitvely, or an aggregate of 9,445,505 shares, of the class of
securities which is the subject of this report.
Page 10 of 10
EXHIBIT "D"
-----------
Columbus Bank and Trust Company, a Georgia banking corporation, and its
wholly-owned subsidiary, Synovus Trust Company, a nationally-chartered trust
company, are each banks as defined in Section 3(a)(6) of the Securities Exchange
Act of 1934 (the "Act"). Synovus Financial Corp., a Georgia business
corporation, is the parent holding company of Columbus Bank and Trust Company
and Synovus Trust Company in accordance with Regulation 240.13d-1(b)(1) (ii) (G)
promulgated under the Act.