Edgar Filing: BUTLER SARAH TURNER

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

SCHEDULE 13D
(AMENDMENT NO. 4)*
Under the Securities Exchange Act of 1934
of
Sarah T. Butler (joined by her spouse)

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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 13, 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 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 12 of this filing.

Page 1 of 12
2

SCHEDULE 13D

CUSIP No. 87161C 10 5 Page 2 of 12 Pages
-------------- --- ----

(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

SARAH T. BUTLER
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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

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

(4) SOURCE OF FUNDS*

N/A
---------------------------------------------------------------------

(5) CHECK BOX 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
---------------------------------------------------------------------

NUMBER OF (7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 7,141,780.43
PERSON WITH -----------------------------------------------------
(9) SOLE DISPOSITIVE POWER

0
-----------------------------------------------------

(10) SHARED DISPOSITIVE POWER

7,141,780.43
-----------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,141,780.43
---------------------------------------------------------------------

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

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

2.5%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON*

IN
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SCHEDULE 13D

CUSIP No. 87161C 10 5 Page 3 of 12 Pages
-------------- --- ----

(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

CLARENCE C. BUTLER
---------------------------------------------------------------------

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

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(3) SEC USE ONLY

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

(4) SOURCE OF FUNDS*

N/A
---------------------------------------------------------------------

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

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

(6) CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES
---------------------------------------------------------------------

(9) SOLE DISPOSITIVE POWER

0
-----------------------------------------------------

(10) SHARED DISPOSITIVE POWER

7,141,780.43
-----------------------------------------------------

(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,141,780.43
---------------------------------------------------------------------

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

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

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

2.5%
---------------------------------------------------------------------

(14) TYPE OF REPORTING PERSON*

IN
---------------------------------------------------------------------

EXPLANATORY NOTE

This Amendment No. 4 ("Amendment No. 4") is being made to the Schedule
13D as amended and restated by Amendment No. 2 filed on December 21, 2000 and as
further amended by Amendment No. 3 filed on February 8, 2001 (the "Schedule
13D") jointly filed by Sarah T. Butler and Clarence C. Butler, both in their
individual capacities and as trustees of their respective grantor retained
annuity trusts ("GRATs"). This Amendment No. 4 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 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 Dr. and Mrs. Butler; (2) the acquisition of
2,205,314 of such shares by Mrs. Butler, as sole trustee of her GRAT; (3) the
acquisition of 2,208,967 of such shares by Dr. Butler, as sole trustee of his
GRAT; and (4) the fact that Dr. and Mrs. Butler now beneficially own 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. 4.

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. 4.

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 Dr. and Mrs. Butler's beneficial
ownership of shares of Synovus Common Stock to below 5% of the outstanding
shares of such Common Stock. As a result of Mrs. Butler's position as a director
of TB&C and Mrs. Butler's and Dr. Butler's positions as sole trustees of their
respective GRATs, in which capacity they were significant shareholders of TB&C,
Mrs. Butler and Dr. Butler were 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

Page 4 of 12
5

newly issued shares of Synovus Common Stock, having the same
rights as the shares surrendered; and

(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. Butler and Dr. Butler are deemed to beneficially own after the
Reorganization are the shares distributed by TB&C to Mrs. Butler and Dr. Butler,
each as sole trustee of her or his GRAT, of which she or he also is the sole
annuity beneficiary. As trustee of her GRAT, Mrs. Butler received 2,205,314
shares of Synovus Common Stock based on her ownership, as trustee of her GRAT,
of 2,249,604 shares of TB&C Common Stock being cancelled in the dissolution of
TB&C, and, as trustee of his GRAT, Dr. Butler received 2,208,967 shares of
Synovus Common Stock based on his ownership, as trustee of his GRAT, of
2,253,330 shares of TB&C Common Stock being cancelled in the dissolution of
TB&C.

The only funds or other consideration that has been or will be given in
connection with the Reorganization consists 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. Butler and Dr. Butler, each as
sole trustee of her or his GRAT (as well as the shares of TB&C Common Stock
owned by the other TB&C shareholders) that are being cancelled in the
dissolution of TB&C.

TB&C was formed in 1986 by Mrs. Butler and her brother and sister,
William B. Turner and Elizabeth T. Corn, to effect various family, financial and
estate planning goals. In 1986, Mrs. Butler and her brother and sister
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. 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, together with the sharing of voting and investment power over the
shares her brother and sister contributed to TB&C and the sharing of voting
power over shares as to which TB&C leased voting rights prior to January 22,
2001, accounted for the vast majority of increases from 1980 until August 13,
2001 in the number of shares shown as beneficially owned by Mrs. Butler 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.

Page 5 of 12
6

ITEM 4. PURPOSE OF TRANSACTION.

As indicated under Item 3, TB&C was formed to allow Mrs. Butler and her
brother and sister to effect various family, financial and estate planning goals
for themselves and their lineal descendants. As previously disclosed in
Amendment No. 3, Mrs. Butler 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
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.

Neither Mrs. Butler nor Dr. Butler 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 (except through any distributions
in kind by Mrs. Butler and Dr. Butler as trustees of their respective GRATs (or
possibly sales by them as trustees of such GRATs) of shares of Synovus Common
Stock to satisfy annuity payments due to Mrs. Butler and Dr. Butler as annuity
beneficiaries of such GRATs, and through Dr. Butler'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 pages 2-3
hereof are based on 291,093,083 shares of Synovus Common Stock outstanding on
August 23, 2001, as provided by Synovus.

Mrs. Butler. Mrs. Butler could be construed to be the beneficial owner
of 7,141,780.43 shares (2.5%) of Synovus Common Stock. Certain of these shares
have been beneficially owned by Mrs. Butler 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.

Mrs. Butler has shared voting and investment power as to all such
shares of Synovus Common Stock, consisting of: (a) 65,430 shares owned by
Synovus Trust Company ("STC"), a

Page 6 of 12
7

wholly owned subsidiary of Synovus, as sole trustee of a revocable trust for the
benefit of Mrs. Butler ("Mrs. Butler's Living Trust") and subject to Mrs.
Butler's directions as to distributions and her right to vote the Synovus
shares, as to which voting power and investment power are shared with Dr. Butler
(based on Mrs. Butler's power to vote such shares and to direct distributions
from and to revoke such trust), and as to which investment power is shared also
with STC, as trustee of such trust; (b) 68,786.43 shares owned directly by Dr.
Butler, as to which Mrs. Butler shares voting and investment power with Dr.
Butler; (c) 25,078 shares owned by STC, as sole trustee of a revocable trust for
the benefit of Dr. Butler ("Dr. Butler's Living Trust") and subject to Dr.
Butler's directions as to distributions and his right to vote the Synovus
shares, as to which Mrs. Butler shares voting power and investment power with
Dr. Butler (based on Dr. Butler's power to vote such shares and to direct
distributions from and to revoke such trust) and as to which investment power is
shared also with STC, as trustee of such trust; (d) 2,568,205 shares owned by
Bradley-Turner Foundation, Inc. (the "B-T Foundation"), a charitable foundation
of which both Dr. and Mrs. Butler are trustees and as to which voting power and
investment power are shared with the other trustees of such foundation; (e)
2,205,314 shares owned by Mrs. Butler as sole trustee of her GRAT, as to which
voting power and investment power may be deemed to be shared by Mrs. Butler as
trustee with her husband; and (f) 2,208,967 shares owned by Dr. Butler as sole
trustee of his GRAT, as to which voting power and investment power may be deemed
to be shared by Dr. Butler as trustee with his wife.

Dr. Butler. Dr. Butler could be construed to be the beneficial owner of
7,141,780.43 shares (2.5%) of Synovus Common Stock. Dr. Butler has shared voting
and investment power as to all of these shares, as follows: (a) 68,786.43 shares
owned directly by Dr. Butler, as to which voting and investment power are shared
with Mrs. Butler; (b) 65,430 shares owned by STC, as sole trustee of Mrs.
Butler's Living Trust and subject to Mrs. Butler's directions as to
distributions and her right to vote the Synovus shares, as to which voting power
and investment power are shared with Dr. Butler (based upon Mrs. Butler's power
to vote such 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; (c) 25,078 shares owned by STC, as trustee of Dr. Butler's Living Trust
and subject to Dr. Butler's directions as to distributions and his right to vote
the Synovus shares, as to which voting power and investment power are shared
with Mrs. Butler (based on Dr. Butler's power to vote such 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) 2,568,205 shares owned by
the B-T Foundation, as to which both voting power and investment power are
shared by Dr. Butler as trustee with the other trustees of the B-T Foundation;
(e) 2,208,967 shares owned by Dr. Butler as sole trustee of his GRAT, as to
which voting power and investment power may be deemed to be shared by Dr. Butler
as trustee with his wife; and (f) 2,205,314 shares owned by Mrs. Butler as sole
trustee of her GRAT, as to which voting power and investment power may be deemed
to be shared by Mrs. Butler as trustee with her husband.

Additional information regarding the persons and entity with whom Dr.
and Mrs. Butler share voting power and/or investment power is included in the
following chart.

Page 7 of 12
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INFORMATION REGARDING SYNOVUS TRUST COMPANY
AND THE TRUSTEES OF THE B-T FOUNDATION

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

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 Homemaker

Lovick P. Corn Trustee of B-T Foundation Advisory Director
(husband of Elizabeth T. Corn) 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 Trustee of B-T Foundation Director
(adult daughter of Elizabeth T. Corn) 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)

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

Synovus Trust Company, Trustee of Mrs. Butler's Living Financial institution with trust powers
as Trustee Trust and Dr. Butler's Living
1148 Broadway, 2nd Floor Trust
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.
---------------

(c) There have not been any transactions within the last 60 days
by Mrs. Butler or Dr. Butler in shares of Synovus Common Stock, except for (a)
the receipt by Mrs. Butler and Dr. Butler, each as sole trustee of her or his
GRAT, of 2,205,314 and 2,208,967 shares, respectively, of Synovus Common Stock
distributed on August 13, 2001 by TB&C in the Reorganization; (b) Dr. Butler's
purchase of 272.944 shares at $32.0046 per share on July 2, 2001 through the
automatic reinvestment of cash dividends with respect to shares he owns through
the Synovus Director Stock Purchase Plan; and (c) the transfer by Mrs. Butler on
August 22, 2001 of 65,430 shares of Common Stock to STC as sole trustee of Mrs.
Butler's Living Trust.

(d) Each of Mrs. Butler's Living Trust and Dr. Butler's Living
Trust authorizes STC as sole trustee to make distributions of income and corpus
as directed by Mrs. Butler and Dr. Butler, respectively.

(e) Each of Mrs. Butler and Dr. Butler ceased to be a beneficial
owner of more than 5% of the outstanding Synovus Common Stock on August 13,
2001.

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 that are
required to be disclosed under this item.

Page 9 of 12
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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 Sarah T. Butler 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.(2)

EXHIBIT D Power of Attorney from Sarah T. Butler, individually
and as trustee.(1)

EXHIBIT E Power of Attorney from Clarence C. Butler,
individually and as trustee.(1)

EXHIBIT F Agreement with respect to joint filing of Amendment
No. 4 to Schedule 13D pursuant to Rule
13d-1(k)(1)(iii), dated December 15, 2000, between
Sarah T. Butler and Clarence C. Butler.(1)

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

(1) Incorporated by reference from exhibits to Amendment No. 2 to Schedule
13D, dated as of December 6, 2000, as filed on behalf of Sarah T. Butler (joined
by Clarence C. Butler) on December 21, 2000.

(2) Incorporated by reference from EXHIBIT C to Amendment No. 3 to Schedule
13D, dated as of January 22, 2001, as filed on behalf of Sarah T. Butler (joined
by Clarence C. Butler) 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 Sarah T. Butler, individually and as trustee

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

September 7, 2001 Clarence C. Butler, 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 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 Sarah T. Butler 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.(2)

EXHIBIT D Power of Attorney from Sarah T. Butler, individually and as
trustee.(1)

EXHIBIT E Power of Attorney from Clarence C. Butler, individually and as
trustee.(1)

EXHIBIT F Agreement with respect to joint filing of Amendment No. 4 to
Schedule 13D pursuant to Rule 13d-1(k)(1)(iii), dated December
15, 2000, between Sarah T. Butler and Clarence C. Butler.(1)

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

(2) Incorporated by reference from EXHIBIT C to Amendment No. 3 to Schedule
13D, dated as of January 22, 2000, as filed on behalf of Sarah T. Butler (joined
by Clarence C. Butler) on February 8, 2001.

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