ZIONS BANCORPORATION /UT/
POS AM, 1994-10-20
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
            THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED

                   PURSUANT TO RULE 901(d) OF REGULATION S-T

    As filed with the Securities and Exchange Commission on October 20, 1994

                                                   Registration No. 33-51145

 ______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       to
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                              ZIONS BANCORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                <C>                             <C>
            Utah                              6712                      87-0227400
(State or other jurisdiction of    (Primary Standard Industrial       (IRS Employer
incorporation or organization)     Classification Code Number)     Identification No.)
</TABLE>

                            1380 Kennecott Building
                           Salt Lake City, Utah 84133
                                 (801) 524-4787
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                              --------------------

                               Harris S. Simmons
                     President and Chief Executive Officer
                              Zions Bancorporation
                            1380 Kennecott Building
                           Salt Lake City, Utah 84133
                                 (801) 524-4787
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              --------------------

                                   Copies to:

                             Brian D. Alprin, Esq.
                             Laurence S. Lese, Esq.
                       Metzger, Hollis, Gordon & Mortimer
                                   Suite 1000
                                 1275 K Street
                             Washington, D.C. 20005
                                 (202) 842-1600


          The purpose of this  post-effective  amendment  is to  deregister  all
shares of common stock,  no par value per share, of Zions  Bancorporation  which
were not issued upon  consummation  of its  acquisition  of National  Bancorp of
Arizona Inc. on January 14,  1994.  A total of 1,600,000  shares of common stock
was  registered,  and  1,456,408  shares of common  stock were  issued to former
holders of National  Bancorp of Arizona Inc.  common  stock in the  transaction.
Therefore, Zions hereby deregisters the remaining 143,592 shares of common stock
not issued in the transaction.
                                   * * * * *
<PAGE>
                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant  has duly  caused  this  registration  statement  to be signed on its
behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah on
the 19th day of October, 1994.


                              ZIONS BANCORPORTION


                                   By:*/s/ Harris H. Simmons
                                      -----------------------------
                                      Harris H. Simmons, President
                                      and Chief Executive Officer



                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Harris H. Simmons,  Roy W. Simmons,  and
Gary L. Anderson,  and each of them, his true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agents,  and each of them,  full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signature                     Capacity                         Date
- ---------                     ---------                        -----

*/s/ Harris H. Simmons        President, Chief Executive        October 19, 1994
- ----------------------        Officer and Director
Harris H. Simmons            


*/s/ Gary L. Anderson         Secretary, Senior Vice            October 19, 1994
- ----------------------        President and Chief
Gary L. Anderson              Financial Officer      
                             

*/s/ Walter E. Kelly          Controller                        October 19, 1994
- ----------------------  
Walter E. Kelly


*/s/ Roy W. Simmons           Chairman and Director             October 19, 1994
- ----------------------  
Roy W. Simmons


                              Director
- ----------------------  
Jerry C. Atkin


                              Director
- ----------------------  
Robert N. Sears



*/s/ R.D. Cash                Director                          October 19, 1994
- ----------------------  
R.D. Cash


                              Director
- ----------------------  
L.E. Simmons


*/s/ Grant R. Caldwell        Director                          October 19, 1994
- ----------------------  
Grant R. Caldwell



*/s/ I.J. Wagner              Director                          October 19, 1994
- ----------------------  
I.J. Wagner


                              Director
- ----------------------  
Robert B. Porter



*/s/ Dale W. Westergard       Director                          October 19, 1994
- ----------------------  
Dale W. Westergard


*By:/s/ Gary L. Anderson
- ----------------------  
    Gary L. Anderson
    (As Attorney-in-Fact)
<PAGE>


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