<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
ZIONS BANCORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
ZIONS BANCORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
ZIONS BANCORPORATION
1380 Kennecott Building, Salt Lake City, Utah 84133
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 29, 1994
To the Shareholders:
The Annual Meeting of the Shareholders of Zions Bancorporation (the "Company")
will be held in the Founders' Room of Zions First National Bank, One Main
Street, Salt Lake City, Utah, on Friday, April 29, 1994, at 1:30 p.m. for the
following purposes:
1. To elect directors for the terms specified in the attached Proxy
Statement (Proposal 1);
2. To approve the appointment of independent auditors for the year 1994
(Proposal 2);
3. To transact such other business as may properly come before the meeting
(Proposal 3).
Your proxy is being solicited by the Board of Directors. For the reasons
stated herein, your Board of Directors unanimously recommends that you vote
"for" these proposals.
A Proxy Statement, Proxy Card, and a copy of the Annual Report on the
Company's operations during the fiscal year ended December 31, 1993, accompany
this notice.
IT IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE MEETING.
SHAREHOLDERS WHO ARE UNABLE TO ATTEND IN PERSON SHOULD IMMEDIATELY SIGN, DATE
AND MAIL THE ACCOMPANYING FORM OF PROXY IN THE ENCLOSED ENVELOPE WHICH REQUIRES
NO POSTAGE.
The prompt return of proxies will save the Company the expense of further
requests for proxies which might otherwise be necessary in order to ensure a
quorum.
By order of the Board of Directors
Gary L. Anderson
Secretary
Salt Lake City, Utah
March 25, 1994
<PAGE> 3
PROXY STATEMENT
ZIONS BANCORPORATION
1380 Kennecott Building, Salt Lake City, Utah 84133
ANNUAL MEETING OF SHAREHOLDERS
April 29, 1994
VOTING AT THE MEETING
Your proxy is solicited by your Board of Directors. It will be voted as you
direct. If no contrary direction is given, your proxy will be voted:
- FOR the election of directors listed below;
- FOR approval of the selection of KPMG Peat Marwick, Certified Public
Accountants, as independent auditors for the Company for the fiscal year
ending December 31, 1994.
You may revoke your proxy at any time before it is voted by giving written
notice to the Secretary, Zions Bancorporation, or by mailing a later-dated
proxy or by voting in person at the meeting.
The only shares that may be voted are the 14,202,699 shares of common stock
outstanding at the close of business on February 28, 1994, the record date for
the meeting. Each share is entitled to one vote.
Shareholders may expressly abstain from voting on Proposals 2 and 3 in the
accompanying Notice of Annual Meeting of Shareholders. Where some or all of
the shares represented by the duly executed and returned proxy of a broker or
other nominee are not voted on one or more items pursuant to the rules of the
national securities exchange of which the nominee is a member or of the
National Association of Securities Dealers or otherwise, the shares will be
treated as represented at the meeting but not voted. On all matters other than
the election of directors, the action will be approved if a quorum is present
and the number of shares voted in favor of the action exceeds the number of
shares voted against the action.
The cost of soliciting proxies will be borne by the Company. The Company will
reimburse brokers and others who incur costs to send proxy materials to
beneficial owners of stock held in a broker or nominee name. Directors,
officers and employees of the Company may solicit proxies in person or by mail,
telephone, or telegraph, but will receive no extra compensation for doing so.
This Proxy Statement is first being mailed to the shareholders of Zions
Bancorporation on or about March 25, 1994.
NOMINATION AND ELECTION OF DIRECTORS
(PROPOSAL 1)
It is intended that the proxies received will be voted for the election of
nominees for director named herein unless otherwise indicated. In case any of
the nominees named herein is unable or declines to serve, an event which
management does not anticipate, proxies will then be voted for a nominee who
shall be designated by the present Board of Directors to fill such vacancy.
Directors are elected by a plurality of the votes cast at the meeting, with the
four persons receiving the highest number of votes to be elected.
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<PAGE> 4
The following persons are nominated for election as directors for the
specified term, and until their successors are elected and qualified, and will,
together with other directors presently in office, constitute the entire
elected Board of Directors:
Three-year Term
_______________
R. D. Cash
Richard H. Madsen
Robert G. Sarver
Harris H. Simmons
The following information is furnished with respect to each of the nominees
for election as directors, as well as for directors whose terms of office will
not expire prior to the Annual Meeting of Shareholders:
<TABLE>
<CAPTION>
PRESENT
PRINCIPAL OCCUPATION DIRECTOR TERM
NOMINEES DURING PAST FIVE YEARS SINCE EXPIRES AGE
- -------- ---------------------- -------- ------- ---
<S> <C> <C> <C> <C>
R. D. Cash(1,2) Chairman, President and Chief 1989 1994 51
Executive Officer of
Questar Corporation, Salt
Lake City, Utah;
Member of the Board of Directors
of Zions First National Bank.
Richard H. Madsen President and Chief Executive -- -- 55
Officer, ZCMI;
Chairman, Chief Executive Officer
and Member of the Board of
Directors, Madsen Furniture
Gallaries, prior to 1990.
Robert G. Sarver President, National Bank of Arizona -- -- 32
Vice Chairman, National Bank of
Arizona, 1990-1992;
Senior Vice President, National
Bank of Arizona, 1986-1990;
Harris H. Simmons(2,5) President and Chief Executive Officer 1989 1994 39
of the Company; President, Chief
Executive Officer, and Member of
the Board of Directors
of Zions First National Bank;
Member of the Board of Directors
of Questar Corporation.
</TABLE>
2
<PAGE> 5
DIRECTORS WITH UNEXPIRED
TERMS OF OFFICE
<TABLE>
<S> <C> <C> <C> <C>
Jerry C. Atkin(3) Chairman, President and Chief 1993 1996 45
Executive Officer, SkyWest Airlines,
St. George, Utah.
Grant R. Caldwell(1) Retired, former Partner, 1993 1996 69
KMG Main Hurdman,
Salt Lake City, Utah.
Roger B. Porter(1) IBM Professor of Business and 1993 1995 47
Government, Harvard University;
Assistant to the President for
Domestic and Economic Affairs,
the White House, 1989-1992;
Professor of Business and Government,
Harvard University, prior to 1989.
Roy W. Simmons(2,4) Chairman of the Company; 1961 1996 78
Chairman of the Board of Directors of
Zions First National Bank;
Member of the Board of Directors of
Beneficial Life Insurance Co.
Senior Director of
Questar Corporation.
Dale W. Westergard(3) Retired/Former Executive Vice 1984 1996 68
President of the Company; Member
of the Board of Directors
of Zions First National Bank.
Robert N. Sears(3,6) Investments, 1969 1994 78
St. George, Utah.
L. E. Simmons(4,5) President, SCF Partners 1978 1995 47
(Corporate Financial Advisory
Services), Houston, Texas.
I. J. Wagner(1,2) President, The Keystone Company 1965 1995 78
(Corporate Investments),
Salt Lake City, Utah.
</TABLE>
(1) Member of the Audit Committee
(2) Member of the Executive Committee
(3) Member of the Executive Compensation Committee
3
<PAGE> 6
(4) Member of the Credit Review/Compliance Committee
(5) Son of Roy W. Simmons
(6) Not standing for reelection - term expires at Annual Meeting
COMPENSATION OF DIRECTORS
The Company's outside directors currently receive a $12,000 annual
retainer and $600 for each regular and special meeting attended. Members of
the committees receive $500 for each committee meeting attended. The Chairman
of the Audit Committee receives an additional $6,000 annual retainer and
members of the Audit Committee receive an additional $3,000 annual retainer.
Directors who are full-time compensated employees of the Company do not receive
either the retainer or any other compensation for meetings of the Board of
Directors or its committees.
The Company maintains a Deferred Compensation Plan for directors
whereby a director may elect to defer receipt of all or a portion of his
compensation until retirement or resignation from the Board. The director may
elect to invest the deferred fees in an interest-bearing unsecured note, or in
"phantom" stock, whereby the earnings will be calculated as if the deferred
compensation had been invested in the Company's Common Stock (although an
actual investment is not made) and settlement is made only in cash.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held six meetings during the fiscal year ending
December 31, 1993. Of the Board's four standing committees, the Executive
Committee did not meet, the Audit Committee met six times, the Executive
Compensation Committee met once, and the Credit Review/Compliance Committee met
four times during the fiscal year ending December 31, 1993. Membership in
these committees is indicated above in the listing of directors. Average
attendance at board and committee meetings held during the year was 97%. The
Company has no nominating committee, nor does any other established committee
act in that capacity.
The Executive Committee reviews projects or proposals which require
prompt action on the part of the Company. The Executive Committee is
authorized to exercise all powers of the Board of Directors with respect to
such projects or proposals for which it would not be practicable to delay
action pending approval of the entire Board. The Executive Committee does not
have authority to amend the Articles of Incorporation or Bylaws, adopt a plan
of merger, or to recommend to shareholders the sale of all or substantially all
of the Company's assets.
The Audit Committee reviews and discusses the plan and results of the
annual audit with the Company's independent auditors and approves nonaudit
services provided by them. The Committee also reviews the Company's internal
auditing, control and accounting systems. In addition, the Committee makes
recommendations to the Board concerning the selection of independent auditors.
The Executive Compensation Committee fixes the compensation of
corporate executive officers and approves any employment or consulting
contracts with corporate officers who are not also directors.
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<PAGE> 7
The Credit Review/Compliance Committee is a joint committee of the
Company and Zions First National Bank. The Committee monitors the results of
internal credit examinations, and reviews adherence to policies established by
the Board and by management with respect to lending, as well as with respect to
general management issues.
EXECUTIVE OFFICERS OF THE COMPANY
The following information is furnished with respect to certain of the
executive officers of the Company.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OFFICER
INDIVIDUAL DURING PAST FIVE YEARS** SINCE AGE
- ---------- ------------------------ ------- ---
<S> <C> <C> <C>
Roy W. Simmons Chairman of the Company; 1961 78
Chairman of the Board of Directors of
Zions First National Bank;
Member of the Board of Directors of
Beneficial Life Insurance Co.
Senior Director of
Questar Corporation.
Harris H. Simmons President and Chief Executive Officer 1981 39
of the Company; President, Chief
Executive Officer and Member of
the Board of Directors
of Zions First National Bank;
Member of the Board of Directors
of Questar Corporation.
Gary L. Anderson Senior Vice President, Chief Financial Officer 1988 51
and Secretary of the Company; Executive Vice
President and Secretary of the Board of Directors
of Zions First National Bank.
Gerald J. Dent Senior Vice President of the Company; 1987 52
Executive Vice President of
Zions First National Bank.
Clark B. Hinckley Senior Vice President of the Company. Prior to 1994 46
March 2, 1994, President of a Company subsidiary,
Zions First National Bank of Arizona.
</TABLE>
5
<PAGE> 8
<TABLE>
<S> <C> <C> <C>
James W. Rail Senior Vice President of the Company, and 1976 59
President of Zions Data Service Company.
</TABLE>
*Roy W. Simmons (Chairman of the Company) is the father of L. E. Simmons (a
member of the Board of Directors of the Company) and Harris H. Simmons
(President and Chief Executive Officer of the Company).
**Officers are elected for indefinite terms of office and may be replaced at
the discretion of the Board of Directors.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of February 28, 1994, the record and
beneficial ownership of the Company's Common Stock by the principal common
shareholders of the Company.
<TABLE>
<CAPTION>
Common Stock
Name and Address Type of Ownership No. of Shares % of Class
- ---------------- ----------------- ------------- ----------
<S> <C> <C> <C>
Roy W. Simmons, David E. Simmons, Record 1,144,488 8.06%
Harris H. Simmons, I. J. Wagner,
and Louis H. Callister, Jr., as
Voting Trustees.(1)
One Main Street
Salt Lake City, Utah 84133
Roy W. Simmons Record and Beneficial 424,068 2.99%
One Main Street Beneficial(2) 605,804 4.26%
------- ----
Salt Lake City, Utah 84133 1,029,872 7.25%
Corporation of the President of the Beneficial 768,678 5.41%
Church of Jesus Christ of
Latter-day Saints
47 East South Temple Street
Salt Lake City, Utah 84150
Zions First National Bank Record(3) 1,228,154 8.65%
One Main Street
Salt Lake City, Utah 84133
</TABLE>
_____________________________________
(1) The voting trust will expire on December 31, 1996, unless sooner
terminated by a vote of two-thirds of the shares deposited under the
voting trust. The voting trustees, three of the five of whom are
directors of Zions and/or its subsidiaries, have exclusive voting
rights with respect to the shares, and have the further right to sell
any or all of the shares after consultation with the beneficial owners
as to their desires to such sale and the price thereof. The
beneficial owners may transfer their voting trust certificates, but
are prohibited from selling any of the underlying shares held by the
voting trustees without the consent of a majority of the voting
trustees. The addresses of the voting trustees are as follows: Roy
W. Simmons, 1 South Main Street, Salt Lake City, Utah; David E.
Simmons, 303 E. South Temple, Salt Lake City, Utah; Harris H. Simmons,
1 South Main Street, Salt Lake City, Utah; I. J. Wagner, 910 Kennecott
Building, Salt Lake City, Utah; and Louis H. Callister, Jr., 800
Kennecott Building, Salt Lake City, Utah.
(2) Includes Roy W. Simmons' beneficial ownership interest in 586,928
shares deposited with the voting trust referred to in note (1) above.
6
<PAGE> 9
(3) These shares are owned of record as of February 28, 1994, by Zions
First National Bank, a subsidiary of the Company, in its capacity as
fiduciary for various trust and advisory accounts. Of the shares
shown, Zions First National Bank has sole voting power with respect to
a total of 738,803 shares (5.20% of the class) it holds as trustee for
the Zions Bancorporation Employee Stock Savings Plan and the Zions
Bancorporation Employee Investment Savings Plan. Zions First National
Bank also acts as trustee for the Zions Bancorporation Dividend
Reinvestment Plan, which holds 232,449 shares (1.64 % of the class) as
to which Zions First National Bank does not have or share voting
power.
Set forth below is the beneficial ownership, as of February 28, 1994,
of the Company's Common Stock by each of the Company's directors and all
directors and officers as a group.
<TABLE>
<CAPTION>
No. of Shares % of
Directors Beneficially Owned Class
--------- ---------------------- -------
<S> <C> <C>
Jerry C. Atkin -- *(1)
R. D. Cash 6,000 *(1)
Grant R. Caldwell 1,000 *(1)
Richard H. Madsen 51,262 *(1)
Roger B. Porter -- *(1)
Robert G. Sarver 111,898 *(1)
Robert N. Sears 5,000 *(1)
Harris H. Simmons 555,277(2)(4) 3.91
L. E. Simmons 534,863(4) 3.77
Roy W. Simmons 1,029,872(2) 7.25
I. J. Wagner 106,708(2) *(1)
Dale W. Westergard 39,884 *(1)
All directors and officers
as a group (34 persons) 2,168,538(3) 15.40
</TABLE>
_____________________________________
(1) Immaterial percentage of ownership
(2) Totals shown do not include shares of which the following persons may
be deemed beneficial owners as trustees of the Zions Bancorporation
Voting Trust in the respective amounts as follows: Roy W. Simmons
(557,560 shares); Harris H. Simmons (636,934 shares); and I. J. Wagner
(1,084,488 shares). Such persons disclaim beneficial ownership in such
shares.
(3) Includes all 1,144,488 shares held by the Zions Voting Trust.
(4) Totals include 497,844 shares attributed to each individual through
serving as a director in a company holding such shares in the Company.
Of such 497,844 shares attributed to Harris H. Simmons, Mr. Simmons
holds an option to acquire 46,698 shares, all of which are vested and
presently exercisable.
Section 16(a) of the Securities Exchange Act of 1934 requires officers
and directors of the Company and persons who own more than 10% of a registered
class of the Company's equity securities to file reports of ownership and
changes in their ownership with the Securities and Exchange Commission. The
secretary of the Company acts as a compliance officer for such filings of its
officers and directors, and prepares reports for such persons based on
information supplied by them. Based solely on its review of such information,
the Company
7
<PAGE> 10
believes that for the period from January 1, 1993 through December 31, 1993,
its officers and directors were in compliance with all applicable filing
requirements.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation earned
from the Company for services rendered during fiscal years 1993, 1992 and 1991
for the person who was chief executive officer at the end of the last fiscal
year, and the four most highly compensated executive officers of the Company
whose salaries and bonuses exceeded $100,000 in 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual Compensation
Compensation(1) Awards
----------------- --------------
Securities All Other
Salary Bonus Underlying Compensation
Name and Principal Position Year ($)(2)(3) ($)(4)(6) Options(#)(5) ($)(3)(7)(8)(9)
--------------------------- ---- ---------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Harris H. Simmons 1993 $289,531 $170,000 0 $ 8,152
President and Chief Executive 1992 259,885 125,000 10,000 11,596
Officer, 1991 249,231 87,600 0
Zions Bancorporation
A. Scott Anderson 1993 175,489 58,000 0 10,310
Executive Vice President, 1992 177,369 55,000 7,000 8,753
Zions First National Bank 1991 167,076 40,100 0
W. David Hemingway 1993 143,078 70,000 0 7,752
Executive Vice President, 1992 139,673 65,000 7,000 10,003
Zions First National Bank 1991 119,343 45,100 0
John B. D'Arcy 1993 132,580 55,000 0 9,265
Executive Vice President, 1992 129,597 40,000 7,000 7,354
Zions First National Bank 1991 114,552 17,100 0
James W. Rail 1993 129,003 42,000 0 22,210
Senior Vice President, Zions 1992 123,442 37,000 5,500 21,213
Bancorporation; President, Zions 1991 125,342 28,100 0
Data Service Company
</TABLE>
_____________________________________
(1) The column for other annual compensation has been omitted since the
only items reportable thereunder for the named persons are
perquisites, which did not exceed the lesser of $50,000 or 10% of
salary and bonus for any of the named persons.
(2) Includes all contributions to the Company's Employee Stock Savings
Plan, Employee Investment Savings Plan, and Employee Medical Plan made
through salary reductions and deferrals.
(3) All employees of the Company who have at least one year of service,
have worked at least 1,000 hours in the previous twelve months, and
are at least twenty-one years of age are eligible to participate in
the Company's Employee Stock Savings Plan and the Company's Employee
Investment Savings Plan, which are defined contribution plans
qualified under 401(k) of the Internal Revenue Code. The
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<PAGE> 11
plans require contributions from participants in increments of one
percent of compensation, up to a maximum of fifteen percent.
Contributions made under the Employee Stock Savings Plan are
aggregated with contributions made under the Employee Investment
Savings Plan for purposes of establishing the maximum contribution
limitation, which is fifteen percent. If the participant elects to
have his contributions invested in the Company's Common Stock through
the Employee Stock Savings Plan, the Company shall contribute to the
participant's account an amount equal to fifty percent of the
participant's contribution, up to five percent of the participant's
compensation. The Company shall contribute an additional amount equal
to twenty-five percent of the participant's contribution to the
Employee Investment Savings Plan from five to ten percent of the
participant's compensation. Additional contributions of up to five
percent of compensation may be made by a participant but are not
matched by the Company. The Company's contributions are determined by
reference to the employees' contributions and are not discretionary.
Vesting occurs upon contribution; however, distribution of Company
contributions is made only upon retirement, permanent disability,
death, termination of employment, or special hardship situations.
Participant contributions are included in amounts shown as "Salary,"
above. The Company's matching contributions are included under "All
Other Compensation," above.
(4) Cash bonuses are reported in the year earned but are paid in the
following year. Bonuses for Mr. Harris H. Simmons are established by
the Executive Compensation Committee of the Board of Directors (the
"Compensation Committee"). Bonuses for the other named officers are
recommended by Mr. Simmons and approved by the Compensation Committee.
Bonuses are discretionary, but are generally based upon the operating
results of the Company and the performance of the individuals.
(5) Options shown were issued under the Company's Incentive Stock Option
Plan. The plan is administered by the Compensation Committee. All
options granted have an exercise price equal to the fair market value
on the date of grant, vest over a term of generally three years, and
expire in four years.
(6) Does not include amounts accrued by the Company against its potential
future liability under the Senior Management Value-Sharing Plan, a
deferred bonus plan for senior management. Awards funds were
established under the plan in 1991, 1992 and 1993, and members of
senior management were granted units of participation in each award
fund. Payouts under the plan with respect to each award fund are to
occur four years following the establishment of such fund, and will be
determined by applying a formula established in connection with each
award fund to the Company's average return on equity and average
per-share earnings during the four-year period. The Company intends
to establish award funds on similar terms in future years. The
Company estimates its annual accrual against future payout under the
plan each year by applying the formula established for each award fund
by the Board of Directors to the Company's performance in the year.
No amounts have been paid out to date under the plan. Payouts are to
be reported in the above table under "Long-term Compensation." For
each of the persons named above, the amounts accrued for 1993, 1992
and 1991 were as follows, respectively: Mr. Simmons, $101,024,
$56,240 and $6,666; Mr. Anderson, $78,632, $45,008 and $5,353; Mr.
Hemingway, $78,632, $45,008 and $5,005; Mr. D'Arcy, $78,632, $45,008
and $5,335; Mr. Rail, $58,199, $33,778 and $4,004. See "Long-term
Incentive Plans-Awards in Fiscal 1993," below.
(7) Includes amounts accrued under the Company's noncontributory
Supplemental Retirement Plan for officers of the Company and officers
of certain subsidiary companies who are second vice presidents or
above. Benefits to be paid at normal retirement age (65) are $5,000
per year for a period of ten years for second vice presidents or
equivalent other rank, $10,000 per year for a period of ten years for
vice presidents or equivalent other rank, and $20,000 per year plus a
discretionary portion for all senior vice presidents and above. These
benefits do not vest prior to attainment of normal retirement age, and
will not normally be paid if the employee terminates for any reason
prior to normal retirement age other than death, or, in the discretion
of the Board of Directors, upon early retirement.
(8) In accordance with the transitional provisions applicable to the
revised rules on executive officer and director compensation
disclosure adopted by the Securities and Exchange Commission, amounts
of All Other Compensation are excluded for the Corporation's 1991
fiscal year. Amounts of All Other Compensation are amounts
contributed or accrued for fiscal 1993 and 1992 for the named officers
under the Company's Employee Stock Savings Plan, Employee Investment
Savings Plan, Supplemental Retirement Plan and Employee Profit Sharing
Plan.
(9) In 1992, the Board of Directors adopted the Zions Bancorporation
Employee Profit Sharing Plan, a defined contribution plan, pursuant to
which an award is made to all employees as a percentage of salary and
bonus when the Company achieves annual profits representing a return
on equity (net income divided by average shareholders' equity) target
established by the Board of Directors of at least 15%. The minimum
award is 1% of covered payroll at 15% return on equity, with the award
to be a greater percentage of covered payroll if the return on equity
is greater. Amounts accrued to the accounts of employees are invested
in Company common stock.
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<PAGE> 12
STOCK OPTION GRANTS IN FISCAL YEAR 1993
No options were granted to the five most highly compensated
individuals during 1993.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth the number of shares acquired by any of
the named persons upon exercise of stock options in 1993, the value realized
through the exercise of such options, and the number of unexercised options
held by such person, including both those which are presently exercisable, and
those which are not presently exercisable.
<TABLE>
<CAPTION>
Shares Number of
Acquired Shares Underlying Value of Unexercised
Upon Unexercised In-the-
Option Value Options Money Options
Name Exercise(#)(1) Realized($) at 12-31-93(#)(2) at 12-31-93(1)
---- ------------- ----------- ------------------------ ------------------------
Not Not
Exercisable Exercisable Exercisable Exercisable
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Harris H. Simmons 5000 $158,750 5,000 5,000 $ 64,375 $ 64,375
A. Scott Anderson 0 0 8,500 3,500 153,813 45,063
W. David Hemingway 3,600 115,200 3,500 12,500 45,063 240,813
John B. D'Arcy 8,000 213,275 3,500 3,500 45,063 45,063
James W. Rail 2,748 65,608 0 5,000 0 64,375
</TABLE>
_____________________________________
(1) Potential unrealized value is (i) the fair market value at fiscal 1993
year end ($37.00) less the option exercise price times (ii) the number
of shares.
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 1993
The following table sets forth certain information regarding awards
made in 1993 pursuant to the Company's Senior Management Value- Sharing Plan,
which is a deferred bonus plan intended to encourage the creation of long-term
shareholder value and promote teamwork among subsidiaries and divisions. The
plan was established in 1991 by the Board of Directors upon the recommendation
of the Compensation Committee. At that time, the Board established the 1991
award fund under the plan. Members of senior management were granted units of
participation in the 1991 award fund. Payouts under the plan are to be
determined by allocating the award fund among the holders of units of
participation in proportion to the number of units held by the participant.
The size of the award fund is to be determined according to a formula
established for the award fund which uses the Company's average return on
shareholders' equity (net income divided by average shareholders' equity) over
the four year period, beginning with fiscal 1991, to determine the amount of
the award fund, with an adjustment based on the Company's aggregate earnings
per share over that period. Relatively higher average returns on shareholders'
equity, and relatively higher earnings per share will make the award fund
larger. An additional award fund is proposed to be established each year,
although future awards are subject to the discretion of the Compensation
Committee and the Board of Directors. Such additional award funds were
established in 1993 and 1992.
10
<PAGE> 13
The award fund established in 1993 is to range in amount from $0 for
an average return on shareholders' equity ("AROE") of 14% over the four years
beginning in 1993, to a maximum of $3,047,000, corresponding to an AROE of 22%
for such period. The award fund will then be adjusted by a factor determined
by the aggregate earnings per share for such period ("AEPS"). If the AEPS is
less than $15.55, the factor will be 0, and there will be no amounts paid under
the plan. If the AEPS is greater than $15.55, the factor will be a number
between 1 and a maximum of 1.33. Accordingly, the maximum aggregate of all
payments possible under the 1993 award fund is $4,052,510. Adjustments are to
be made for stock splits, stock dividends and other changes to the Company's
capitalization.
Each member of senior management designated by the Compensation
Committee to participate in the award fund established for a given period has
been awarded a number of performance units in the plan out of 90,000 units in
total. The following table sets forth estimated future payouts for the named
individuals under the award fund established in 1993 for the named individuals
based on the following assumptions, respectively: the threshold amount
represents the minimum amount payable under the plan ($0); the target amount
represents a calculation based on the assumption that the Company's performance
for each of fiscal years 1994-1996 will be equivalent to the Company's
performance in fiscal 1993 (as to which there can be no assurance); and the
maximum amount represents the maximum possible amount payable to the named
individuals from the award fund established under the plan in 1993.
<TABLE>
<CAPTION>
Estimated Future Payout
Under Non-stock Price-based Plans
Number of Performance ---------------------------------
Performance Period Until Threshold Target Maximum
Name Payout ($) ($) ($)
------ ------ --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Harris H. Simmons 6,500 4 Years 0 $131,495 $292,681
A. Scott Anderson 4,750 4 Years 0 96,093 213,882
W. David Hemingway 4,750 4 Years 0 96,093 213,882
John B. D'Arcy 4,750 4 Years 0 96,093 213,882
James W. Rail 3,400 4 Years 0 68,782 153,085
</TABLE>
RETIREMENT PLAN
The Company's retirement plan covers substantially all full-time
employees who have five years or more of service with the Company. Prior to
December 31, 1991, the annual retirement benefits were based on the number of
years that the employee had been a member of the plan, and the employee's
highest consecutive five years' average earnings up to and above covered
compensation. Covered compensation is defined as the 35 years' average of the
maximum taxable wage bases used in calculating social security benefits.
Beginning January 1, 1992 and subject to certain minimum provisions, the annual
benefit payable upon normal retirement at age 65 is:
1. The number of years of benefit service that the employee has accrued
in the plan up to December 31, 1991, multiplied by the average of the
highest consecutive five years of compensation up to December 31,
1991, and multiplied by a factor of 0.165.
Plus
11
<PAGE> 14
2. Each year's annual compensation subsequent to December 31, 1992,
individually multiplied by a factor of .0165.
The following table illustrates the estimated annual benefits payable
under the plan in various classifications as to remuneration and years of
service upon retirement.
<TABLE>
<CAPTION>
Years of Service
--------------------------------------------------------------------------------------------------------------
6 Yrs to '91 6 Yrs to '91 6 Yrs to '91 6 Yrs to '91 6 Yrs to '91
Average 9 Yrs after '91 14 Yrs after '91 19 Yrs after '91 24 Yrs after '91 29 Yrs after '91
Annual Earnings 15 Years 20 Years 25 Years (a) 30 Years 35 years (a)
--------------- --------------- --------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
$400,000 $99,000 $132,000 $165,000 $198,000 $231,000
350,000 86,625 115,500 144,375 173,250 202,125
300,000 74,250 99,000 123,750 148,500 173,250
250,000 61,875 82,500 103,105 123,750 144,375
200,000 49,500 66,000 82,500 99,000 115,500
150,000 37,125 49,500 61,875 74,250 86,625
100,000 24,750 33,000 41,250 49,500 57,750
</TABLE>
The estimated years of credited service at retirement for the
individuals listed in the Remuneration Table are 18 years for John B. D'Arcy,
39 years for W. David Hemingway, 21 years for A. Scott Anderson, and 38 years
for Harris H. Simmons. James W. Rail is not a participant in the retirement
plan. The benefit amounts listed in the table reflect differences due to
accrued benefits attained under a formula in effect during previous years, and
thus are subject to adjustment.
(a) Under current regulations, annual benefits would be capped at
$118,800 per year.
SUPPLEMENTAL RETIREMENT PLAN
The Company's Supplemental Retirement Plan is a fixed benefit plan
which provides additional retirement benefits for a select group of officers of
the Company and certain subsidiaries having the rank of second vice president
or above. Benefits to be paid at normal retirement age (65) are $5,000 per
year for a period of ten years for second vice presidents or equivalent other
rank, $10,000 per year for a period of ten years for vice presidents or
equivalent other rank, and $20,000 per year plus a discretionary portion for
all senior vice presidents and above. These benefits do not vest prior to
attainment of normal retirement age, and will not normally be paid if the
employee terminates for any reason prior to normal retirement age other than
upon death. In the event of death prior to normal retirement age, the plan
pays the equivalent benefit, without reduction, for a period of ten years.
Persons who are older than 55 when first achieving rank covered by the plan
will normally receive a lesser benefit under the plan, determined in the
discretion of the Board of Directors. Early retirement under the plan may be
allowed, in which case benefits may be reduced in the discretion of the Board
of Directors.
12
<PAGE> 15
ZIONS BANCORPORATION
INDEXED COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION> Zions
PERIOD COVERED S & P 500 KBW 50 Index Bancorporation
<S> <C> <C> <C>
1988 100 100 100
1989 131.59 118.91 133.19
1990 127.49 85.39 160.46
1991 166.17 135.17 225.03
1992 178.81 172.23 407.84
1993 196.75 181.77 406.65
</TABLE>
- -----------
(1) Note: Assumes $100 invested on 12-31-88 in Zions Bancorporation, S & P
market index and Keefe, Bruyette & Woods (KBW) 50 bank stock index.
Assumes reinvestment of dividends on a quarterly basis
Zions Bancorporation
Return on Average Equity
<TABLE>
<CAPTION>
PERCENTAGE
<S> <C>
1989 11.1
1990 15.3
1991 14.9
1992 19.3
1993 19.9
</TABLE>
13
<PAGE> 16
COMPENSATION COMMITTEE REPORT
SUMMARY OF COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
The Executive Compensation Committee (the "Compensation Committee") of the
Board of Directors has furnished the following report on executive
compensation:
Under the supervision of the Compensation Committee, the Company has
developed and implemented compensation policies, plans and programs which
attempt to enhance the profitability of the Company, and thus shareholder
value, by aligning closely the financial interests of the Company's senior
managers with those of its shareholders. In the Company, return on average
shareholders' equity is a critical focus in the establishment of long-term
incentive programs. Due to the Company's relatively modest compensation
structure, the Compensation Committee has not yet adopted a policy regarding
recent changes in the federal tax laws relating to deductibility of certain
executive compensation. The process involved in the executive compensation
determination for fiscal 1993 is summarized below:
. Compensation for each of the persons named in the Summary Compensation
Table, as well as other senior executives, consists of a base salary,
an annual bonus and long-term incentive compensation. Long-term
incentives consist primarily of annual grants of units of
participation under the Company's Senior Management Value-Sharing
Plan, supplemented by occasional grants of Incentive Stock Options.
The Value-Sharing Plan is closely tied to Company performance as
measured by return on shareholders' equity and earnings per share.
See "Long-term Incentive Plan Awards in Fiscal 1993."
. The Compensation Committee determines base salaries and annual bonuses
after a subjective evaluation of various factors, including salaries
paid to senior managers with comparable qualifications, experience and
responsibilities at other institutions, individual job performance,
local market conditions and the Committee's perception of the overall
financial performance of the Company (particularly operating results),
without considering specific performance targets or objectives, and
without assigning particular weight to individual factors. As to
executive officers other than the chief executive officer, the
Compensation Committee also considers the recommendations made by the
chief executive officer.
. Information regarding salaries paid by other financial institutions is
provided annually through an independent survey, and every two to
three years by an independent consultant (most recently in 1990 as to
the compensation for the chief executive officer and in December, 1993
as to compensation of executive officers generally). The consultant
compares the Company's compensation levels with a peer group of
financial institutions selected by asset size from the consultant's
data base. In its most recent study, the consultant selected fifteen
institutions with asset size ranging from $2.8 billion to $10.6
billion. The study indicated based on a regression analysis that the
base and annual bonus compensation in total for the Company's chief
executive officer and the other executive officers was somewhat below
the median total compensation level for the peer group as adjusted for
institution size. This peer group is not the same peer group used in
the chart on page 13.
. Units of participation in the Value-Sharing Plan's award funds are
granted on a discretionary basis, in a laddered structure reflecting
the position and proportionate responsibility for overall corporate
results of each executive officer in the Company. The allocation of
units is not based on any measure of Company
14
<PAGE> 17
performance, but is based on a subjective evaluation of individual
performance and the scope of individual responsibilities. The
Committee reviewed and approved the Value-Sharing Plan's target levels
of return on equity and earnings per share for the 1993 award fund as
well as the corresponding variation in size of the award fund. In
1993, as in every year since the Value-Sharing Plan was first adopted,
the Company's AROE and AEPS have been within ranges which, if
continued throughout the applicable four- year period covered by each
award fund, would provide payouts under the plan. The Company's
consultant has reported that in comparison to the peer group selected
by the consultant, the Company's compensation package provides
proportionately less compensation through salary and bonus, and
proportionately more compensation through long-term incentive
compensation, consisting of the Value-Sharing Plan and incentive stock
options.
. The Compensation Committee reviews the salary of the chief executive
officer and compares it to those in peer positions in companies of
similar size and performance levels, using information obtained
through the Company's independent compensation consultant concerning
salary competitiveness, and extrapolating from information obtained in
previous years when no survey has been conducted for the latest year.
The Compensation Committee establishes the chief executive officer's
base salary and annual bonus based on the Compensation Committee's
subjective assessment of the chief executive officer's past
performance, its expectation as to his future contributions in leading
the Company, and the information provided by the compensation
consultant. A similar process is used by the Compensation Committee
to determine the number of units of participation the chief executive
officer receives in the Value-Sharing Plan.
. The Company grants incentive stock options to executives, typically
every other year. No grants were made in 1993. Grants were made in
March 1994. Such grants are discretionary with the Compensation
Committee, and are typically made in a laddered structure reflecting
the position of each executive officer in the Company and that
person's proportionate responsibility for overall corporate
performance. Typically, the chief executive officer recommends the
quantity and terms of options to be granted to the executive officers
other than the chief executive officer. The allocation of stock
options among executive officers is not based on any measure of
Company performance, but is based on a subjective evaluation of
individual performance and the scope of the individual's
responsibilities. Information regarding the quantity and terms of
stock options granted by other financial institutions has been
provided by the Company's independent consultant with respect to the
peer group selected by the consultant. The consultant has suggested
that the term of options granted by the Company be lengthened.
EXECUTIVE COMPENSATION COMMITTEE
Robert N. Sears, Chairman
Jerry C. Atkin
Dale W. Westergard
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee was comprised of the persons named above
beginning in April 1993. Prior to April 1993, the Compensation Committee was
comprised of I.J. Wagner, R.D. Cash, William P. Harlin and Robert N. Sears.
Mr. Harris H. Simmons, the Company's chief executive officer, is serving on the
Board of Directors, and Mr. Roy W. Simmons, Chairman of the Board, is serving
as a senior director of Questar Corporation, for which Mr. R. D. Cash is the
chief executive officer. Until April 1993, Mr. R. D. Cash served
15
<PAGE> 18
on the Company's Executive Compensation Committee. Mr. Harris H. Simmons does
not perform compensation committee functions for Questar Corporation. Mr. Dale
W. Westergard is a former executive vice president of the Company and is
presently a member of the Board of Directors of Zions First National Bank, the
Company's largest subsidiary.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors and officers and/or their affiliates borrow from
time to time from Zions First National Bank and other subsidiaries of the
Company, at regular rates and terms, and are subject to all rules and
regulations applicable to banks. Aggregate loans to the directors, executive
officers and principal shareholders of the Company in excess of $60,000 to any
such person as of December 31, 1993 comprised approximately 2.92% of total
shareholders' equity of the Company. Such borrowings were made in the ordinary
course of business, do not involve more-than-normal risks of collectability,
and are made on terms comparable to borrowings by others of similar credit
risk.
RELATIONSHIP WITH INDEPENDENT AUDITORS
(PROPOSAL 2)
KPMG Peat Marwick, Certified Public Accountants, has served as
independent auditor for the Company and its subsidiaries since 1965.
Representatives of KPMG Peat Marwick are expected to be present at the Annual
Meeting of Shareholders, and will have the opportunity to make a statement, if
they desire to do so, and will be available to respond to appropriate
questions.
The Board of Directors, upon the recommendation of the Audit
Committee, has appointed KPMG Peat Marwick as the firm of independent certified
public accountants to audit the books and accounts of the Company and its
subsidiaries for the year to end December 31, 1994, subject to ratification by
the shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE ABOVE
PROPOSAL.
OTHER MATTERS
Except as set forth herein, management has no knowledge of any matters
to come before the meeting. If, however, any other matters of which management
is now unaware properly come before this meeting, it is the intention of the
persons named in the Proxy to vote the Proxy in accordance with their judgment
on such matters.
DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS
FOR 1995 SHAREHOLDERS' MEETING
The date by which shareholders' proposals must be submitted to the
Company for inclusion in the Proxy Statement for the 1995 Shareholders' Meeting
is December 16, 1994.
16
<PAGE> 19
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH SHAREHOLDER, ON WRITTEN
REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1993, INCLUDING
THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. WRITTEN REQUESTS FOR SUCH INFORMATION SHOULD BE
DIRECTED TO THE CORPORATE SECRETARY, 1380 KENNECOTT BUILDING, SALT LAKE CITY,
UTAH 84133.
17
<PAGE> 20
ZIONS BANCORPORATION - 1380 KENNECOTT BUILDING -
SALT LAKE CITY, UTAH 84133 - (801) 524-4787
<PAGE> 21
ZIONS BANCORPORATION
SOLICITED ON BEHALF OF
PROXY THE BOARD OF DIRECTORS
The undersigned hereby appoints A. SCOTT ANDERSON, GARY L. ANDERSON and
W. DAVID HEMINGWAY or any of them with full power of substitution, the lawful
attorneys and proxies of the undersigned, to vote all of the shares held by the
undersigned in Zions Bancorporation at the Annual Shareholder's Meeting to be
held on April 29, 1994 and at all adjournments thereof upon the matters listed
below.
1. To elect directors.
All nominees listed below (except as marked to the contrary)
FOR / / WITHHOLD AUTHORITY / /
INSTRUCTION: To withhold authority for any individual, cross a line
through the nominee's name in the list below:
R. D. Cash Richard H. Madsen Robert G. Sarver Harris H. Simmons
2. To approve the appointment of independent auditors for the year 1994.
FOR / / AGAINST / / ABSTAIN / /
3. To transact any other such business as may properly come before the
meeting.
FOR / / AGAINST / / ABSTAIN / /
UNLESS A CONTRARY CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE DIRECTORS and IN FAVOR OF ITEM 2 AND 3.
__________________________________(L.S.)
Dated ___________________, 1994
__________________________________(L.S.)
Please sign exactly as name appears on
reverse side
