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Purpose
 This
Proxy Statement and the accompanying proxy card are being mailed
to TSYS shareholders beginning March 10, 2000. The TSYS Board
of Directors is soliciting proxies to be used at the 2000 Annual
Meeting of TSYS Shareholders which will be held on April 13,
2000, at 9:30 a.m., at the TSYS Riverfront Campus Auditorium,
1600 First Avenue, Columbus, Georgia. Proxies are solicited
to give all shareholders of record an opportunity to vote on
matters to be presented at the Annual Meeting. In the following
pages of this Proxy Statement, you will find information on
matters to be voted upon at the Annual Meeting of Shareholders
or any adjournment of that meeting.
Who
Can Vote
All
shareholders of record of TSYS common stock as of the close
of business on February 11, 2000 are entitled to vote. Shares
can be voted at the meeting only if the shareholder is present
or represented by a valid proxy.
Shares
Outstanding
A
majority of the outstanding shares of TSYS common stock must
be present, either in person or represented by proxy, in order
to conduct the Annual Meeting of TSYS Shareholders. On February
11, 2000, 194,832,720 shares of TSYS common stock were outstanding.
Columbus
Bank and Trust Company
Columbus
Bank and Trust Company® (“CB&T”) owned individually
157,455,980 shares, or 80.8%, of the outstanding shares of TSYS
common stock on February 11, 2000. CB&T® is a wholly
owned banking subsidiary of Synovus Financial Corp.®
, a multifinancial services company having 252,246,801 shares
of voting common stock outstanding on February 11, 2000.
Proxies
and Voting Procedures
Your
vote is important. Because many shareholders cannot attend the
meeting in person, it is necessary that a large number be represented
by proxy. Most shareholders have a choice of voting over the
Internet, by using a toll-free telephone number or by completing
a proxy card and mailing it in the postage-paid envelope provided.
Please refer to your proxy card or the information forwarded
by your bank, broker or other holder of record to see which
options are available to you. Please be aware that if you vote
over the Internet, you may incur costs such as telephone and
Internet access charges for which you will be responsible. The
Internet and telephone voting facilities for shareholders of
record will close at 11:59 p.m. E.T. on April 12, 2000.
You
can revoke your proxy at any time before it is exercised by
timely delivery of a properly executed, later-dated proxy (including
an Internet or telephone vote) or by voting by ballot at the
Annual Meeting. By providing your voting instructions promptly,
you may save TSYS the expense of a second mailing.
The
Internet and telephone voting procedures are designed to authenticate
shareholders by use of a control number and to allow you to
confirm that your instructions have been properly recorded.
The
method by which you vote will in no way limit your right to
vote at the Annual Meeting if you later decide to attend in
person. If your shares are held in the name of a bank, broker
or other holder of record, you must obtain a proxy, executed
in your favor, from the holder of record, to be able to vote
at the Annual Meeting.
All
shares entitled to vote and represented by properly completed
proxies received prior to the Annual Meeting and not revoked
will be voted at the Annual Meeting in accordance with your
instructions. IF YOU DO NOT INDICATE HOW YOUR SHARES SHOULD
BE VOTED ON A MATTER, THE SHARES REPRESENTED BY YOUR PROPERLY
COMPLETED PROXY WILL BE VOTED AS THE BOARD OF DIRECTORS RECOMMENDS.
If any other
matters are properly presented at the Annual Meeting for consideration,
including, among other things, consideration of a motion to
adjourn the meeting to another time or place, the persons named
as proxies and acting thereunder will have discretion to vote
on those matters according to their best judgment to the same
extent as the person delivering the proxy would be entitled
to vote. At the date this Proxy Statement went to press, we
did not anticipate that any other matters would be raised at
the Annual Meeting.
Votes
Per Share
Each
share of TSYS common stock represented at the Annual Meeting
is entitled to one vote on each matter properly brought before
the meeting.
TSYS
Dividend Reinvestment and Direct Stock Purchase Plan
If
you participate in this Plan, your proxy card represents shares
held in the Plan, as well as shares you hold directly in certificate
form registered in the same name.
Required
Votes
The
presence, in person or by proxy, of the holders of a majority
of the shares entitled to vote generally for the election of
directors is necessary to constitute a quorum at the Annual
Meeting. Abstentions and broker “nonvotes” are counted as present
and entitled to vote for purposes of determining a quorum. A
broker “nonvote” occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because
the nominee does not have discretionary voting power with respect
to that item and has not received instructions from the beneficial
owner.
A
plurality of the votes duly cast is required for the election
of a director (i.e., the nominee receiving the greatest number
of votes will be elected). Abstentions and broker nonvotes are
not counted for purposes of the election of a director. A properly
completed proxy marked “withhold authority” with respect to
the election of one or more directors will not be voted with
respect to the director or directors indicated, although it
will be counted for purposes of determining whether there is
a quorum. Cumulative voting is not permitted. The affirmative
vote of the holders of a majority of the votes cast thereon
is required to approve the Directors’ proposals to approve the
Synovus 2000 Long-Term Incentive Plan and the TSYS 2000 Long-Term
Incentive Plan. Any shares not voted (whether by abstention,
broker nonvote or otherwise) have no impact on the vote.
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