UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 23 )*
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Total System Services, Inc.
(Name of Issuer)
$.10 Par Value Common Stock
(Title of Class of Securities)
891906-10-9
(CUSIP Number)
December 31, 2005
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(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 9 pages
13G
CUSIP No. 891906-10-9
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Columbus Bank and Trust Company, as parent holding company and in
various fiduciary capacities, and Synovus Financial Corp. as parent
holding company of Columbus Bank and Trust Company.
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 159,630,980 - Beneficial ownership recognized
Benefi- 2,763,470 - Beneficial ownership disclaimed;
cially Held as fiduciary
Owned By
Each
Reporting
Person With
6 SHARED VOTING POWER
270,328 - Beneficial ownership disclaimed;
Held as fiduciary
7 SOLE DISPOSITIVE POWER
159,630,980 - Beneficial ownership recognized
2,751,441 - Beneficial ownership disclaimed;
Held as fiduciary
8 SHARED DISPOSITIVE POWER
365,282 - Beneficial ownership disclaimed;
Held as fiduciary
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Includes Beneficial Ownership disclaimed)
162,747,703
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
82.5%
(Calculated excluding from outstanding shares all shares owned by
Issuer as Treasury shares)
12 TYPE OF REPORTING PERSON
BK and HC
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Page 2 of 9
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Page 3 of 9
SCHEDULE 13G UNDER THE SECURITIES
EXCHANGE ACT OF 1934
1. (a) Name of Issuer: Total System Services, Inc.
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(b) Address of Issuer's Principal Executive Offices:
1600 First Avenue
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Columbus, Georgia 31901
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2. (a) & (b) Name and Principal Business Office of Person Filing:
Synovus Financial Corp., 1111 Bay Avenue, Suite 500
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Columbus, Georgia 31901
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Columbus Bank and Trust Company, 1148 Broadway
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Columbus, Georgia 31901
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(c) Citizenship:
Columbus Bank and Trust Company, Synovus Financial Corp., and Total
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System Services, Inc. are Georgia corporations, with Columbus Bank and
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Trust Company being a Georgia banking corporation, and Synovus Financial
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Corp. and Total System Services, Inc. being Georgia business
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corporations.
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(d) Title of class of securities: $.10 par value common stock.
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(e) CUSIP No. 891906-10-9
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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
(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 of 1940
Page 4 of 9
(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)(1)(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, 2005 162,747,703
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(b) Percent of Class: 82.5% (Calculated excluding from outstanding
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shares all shares owned by the Issuer as treasury shares).
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
159,630,980 - Beneficial ownership recognized
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2,763,470 - Beneficial ownership disclaimed; held as fiduciary
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(ii)Shared power to vote or to direct the vote
270,328 - Beneficial ownership disclaimed; held as fiduciary
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Page 5 of 9
(iii) Sole power to dispose or to direct the disposition of
159,630,980 - Beneficial ownership recognized
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2,751,441 - Beneficial ownership disclaimed; held as fiduciary
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(iv) Shared power to dispose or to direct the disposition of
365,282 - Beneficial ownership disclaimed; held as fiduciary
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For an additional discussion on this item, see Exhibit "A".
5. Ownership of Five Percent or Less of a Class.
Not Applicable
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6. Ownership of More than Five Percent on Behalf of Another Person.
SEE EXHIBIT "A"
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7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
SEE EXHIBIT "A"
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8. Identification and Classification of Members of the Group.
See Exhibit "B"
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9. Notice of Dissolution of Group.
Not Applicable
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Page 6 of 9
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.
COLUMBUS BANK AND TRUST
COMPANY
January 27, 2006 By:/s/Jon C. Dodds
----------------------------- -------------------------------------
Date Jon C. Dodds
Executive Vice President
SYNOVUS FINANCIAL CORP.
January 27, 2006 By: /s/G. Sanders Griffith, III
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Date G. Sanders Griffith, III
Senior Executive Vice President
Page 7 of 9
EXHIBIT "A"
As of December 31, 2005, Columbus Bank and Trust Company, the parent
holding company of the issuer, as well as a banking subsidiary of Synovus
Financial Corp. and a signatory party hereto, possessed the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of 81.0% of the class of the securities which is the subject of this report,
equal to 159,630,980 shares, of which the beneficial ownership is recognized. In
addition, 3,111,065 shares of the class of securities which is the subject of
this report are held in a fiduciary capacity by Columbus Bank and Trust
Company's wholly-owned trust company subsidiary, Synovus Trust Company ("Synovus
Trust"), as set forth below. The other banking, investment advisory and trust
company subsidiaries of Synovus Financial Corp. as of December 31, 2005 held in
a fiduciary or advisory capacity 5,658 shares of the class of securities which
is the subject of this report. None of such subsidiaries, individually or in the
aggregate, possesses such right or power relating to more than five percent of
the class of the securities which is the subject of this report.
Page 8 of 9
Held by Columbus Bank and Trust Company and its wholly-owned trust
company subsidiary, Synovus Trust Company, as of December 31, 2005.
Sole Shared Sole Power Shared Power
Voting Power Voting Power To Dispose To Dispose
----------- ----------- ---------- ------------
159,630,980(1) 270,328(2) 159,630,980(1) 359,624(2)
2,763,470(2) 2,751,441(2)
(1) As of December 31, 2005, Columbus Bank and Trust Company was the registered
owner and possessed sole voting and dispositive power with respect to
159,630,980 shares of the class of the securities which is the subject of this
report, the beneficial ownership of which is recognized.
(2) As of December 31, 2005, Synovus Trust Company, the wholly-owned trust
company subsidiary of Columbus Bank and Trust Company, held in various fiduciary
or advisory capacities 2,763,470 shares as to which it possessed sole voting
power, 2,751,441 shares as to which it possessed sole dispositive power, 270,328
shares as to which it possessed shared voting power, and 359,624 shares as to
which it possessed shared dispositive power, of the class of the securities
which is the subject of this report, the beneficial ownership of which is
disclaimed.
Page 9 of 9
EXHIBIT "B"
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Columbus Bank and Trust Company, a Georgia banking corporation, is a bank 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 in accordance with Regulation
240.13d-1(b)(1) (ii) (G) promulgated under the Act.