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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0227400
(State of Incorporation) (I.R.S. Employer I.D. No.)
1380 Kennecott Building
Salt Lake City, Utah 84133
(801) 524-4787
(Address and telephone number of registrant's
principal executive offices)
ZIONS BANCORPORATION EMPLOYEE INVESTMENT SAVINGS PLAN
(Full title of plan)
Gary L. Anderson
Zions Bancorporation
1380 Kennecott Building
Salt Lake City, Utah 84133
(Name and address of agent for service)
(801) 524-4787
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (1) PRICE REGISTRATION FEE
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Common Stock, 200,000 $42.3125 $8,462,500 $2,918.10
No Par Value
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c). Based upon the average of the high and low prices per
share for the common stock of the registrant on April 24, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
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Total of Sequentially Numbered Pages: 19 Exhibit Index on Sequentially Numbered Page 8
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Pursuant to Rule 429, the Prospectus included herein also relates to a
registration statement filed by the same Registrant on Form S-8,
SEC File No. 33-52796.
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report to shareholders for the year ended December 31, 1994 of Zions
Bancorporation (the "Company") is hereby incorporated by reference.
The Annual Report on Form 11-K for the Zions Bancorporation Employee Investment
Savings Plan (the "Plan"), for the year ended December 31, 1994 is hereby
incorporated by reference.
All documents filed by the Company and the Plan pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since December 31,
1994 shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The securities offered pursuant to this registration statement are registered
under Section 12 of the Securities Exchange Act of 1934, as amended.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Callister Nebeker & McCullough, Suite 800-Kennecott Building, Salt
Lake City, Utah 84133, counsel to the Company, will render an opinion that the
shares of common stock being offered hereby, when issued, will be, to the
extent representing previously unissued shares, fully paid and non-assessable
under the Utah Revised Business Corporation Act.
Louis H. Callister, Jr. is a shareholder and Chairman of the Board of
Directors of Callister Nebeker & McCullough. Roy W. Simmons, David E.
Simmons, Harris H. Simmons, I.J. Wagner and Louis H. Callister, Jr., serve as
voting trustees of a voting trust which owned at February 27, 1995, a total of
1,335,226 shares, or approximately 7.80%, of the Company's outstanding common
stock. Louis H. Callister, Jr., his wife and those children living with him
own 85,450 shares which are all held in the voting trust. In addition, Mr.
Callister owns beneficially 1,400 shares held in a self directed account in the
Callister Nebeker & McCullough Profit Sharing Retirement Plan, which are not
held in the voting trust. Mark L. Callister owns 3,674 shares which are held
in the voting trust.
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
Bancorporation 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.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Part 9 of the Utah Revised Business Corporation Act (the "Corporation
Act") contains provisions entitling directors and officers of the Company to
indemnification under certain conditions from judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorneys' fees, as the result
of an action or proceeding in which they may be involved by reason of being or
having been a director or officer of the Company. Indemnification under the
Corporation Act is generally permissible if the conduct of the director or
officer was in good faith and the director or officer reasonably believed that
his conduct was in, or not opposed to, the Company's best interests, and, in a
criminal case, that the director or officer had no reasonable cause to believe
his conduct was unlawful. Such indemnification would not be permitted under
the Corporation Act in connection with a proceeding by or in the right of the
Company in which the director or officer was adjudged liable
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to the Company, or in connection with any other proceeding in which the officer
or director was adjudged liable on the basis that he derived an improper
personal benefit.
Mandatory indemnification is required under the Corporation Act for a
director or officer who is successful, on the merits or otherwise, in the
defense of any proceeding, or any claim, issue or matter in a proceeding, to
which he was a party because he is or was an officer or director of the
Company. A court may order indemnification where mandatory under the
Corporation Act or if the court determines that the officer or director is
fairly and reasonably entitled to indemnification in view of all relevant
circumstances and regardless of whether the officer or director met the
applicable standard of conduct or was adjudged liable to the Company or
adjudged liable on the basis that he derived an improper personal benefit.
Payment of expenses for officers and directors is permitted in advance
of a final disposition of a proceeding on certain conditions, including the
furnishing of written affirmation by the officer or director of his good faith
belief that he has met the applicable standard of conduct, the furnishing of a
written agreement to repay the advance if the officer or director is ultimately
determined not to have met the applicable standard of conduct, and a
determination is made that the facts then known to the persons making the
determination would not preclude indemnification under the Corporation Act.
This determination is to be made either by the Board of Directors, a committee
of the Board of Directors, special counsel, or the shareholders, under
conditions and procedures generally designed to assure the independence of the
body making the determination.
The Company maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interest of the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing arrangements, the Company has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Does not apply.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
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EXHIBIT NO.
(PER REGULATION S-K, SEQUENTIALLY
EXHIBIT TABLE) EXHIBIT NUMBERED PAGE
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4(a) Amended and Restated Zions Bancorporation Employee Investment Incorporated by Reference
Savings Plan, amended effective January 1, 1989, and adopted
September 28, 1992
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4(b) Amendment to the Zions Bancorporation Employee Investment Savings 9
Plan dated December 16, 1994, and adopted December 16, 1994
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5 Opinion Regarding Legality by Callister Nebeker & McCullough 17
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24(a) Consent of KPMG Peat Marwick LLP 18
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24(b) Consent of Callister Nebeker & McCullough 19
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3
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ITEM 9. UNDERTAKINGS
The undersigned hereby undertakes:
(1) (a) To file, during any period in which offers or sales are being
made, a post effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
benefit offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial benefit offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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(4) The Registrant will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to
qualify the Plan.
[This Space Intentionally Left Blank]
5
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Salt Lake, State of Utah, on the 25th day of
April, 1995.
ZIONS BANCORPORATION
By /s/ Harris H. Simmons
------------------------------
Harris H. Simmons, President
and Chief Executive Officer
Power of Attorney
Each person whose signature appears below hereby constitutes and
appoints Harris H. Simmons and Gary L. Anderson, and each of them, his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution for him in his name, place, and stead, in any and all capacities
to sign any and all pre-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 under the Securities Act
of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 25th day of April, 1995.
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/S/ Roy W. Simmons /S/ Gary L. Anderson
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Roy W. Simmons, Chairman and Director Gary L. Anderson, Secretary, Senior Vice
President, and Chief Financial Officer
/S/ Harris H. Simmons /S/ Walter E. Kelly
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Harris H. Simmons, President, Chief Walter E. Kelly, Controller
Executive Officer, and Director
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Jerry C. Atkin, Director Robert G. Sarver, Director
/S/ Grant R. Caldwell
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Grant R. Caldwell, Director L.E. Simmons, Director
/S/ R.D. Cash /S/ I.J. Wagner
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R.D. Cash, Director I.J. Wagner, Director
/S/ Dale W. Westergard
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Richard H. Madsen, Director Dale W. Westergard, Director
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Robert B. Porter, Director
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Advisory Committee (those persons who administer the Zions Bancorporation
Employee Investment Savings Plan) have duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly authorized, in the
City of Salt Lake, State of Utah, on the 25th day of April, 1995.
ZIONS BANCORPORATION INVESTMENT
SAVINGS PLAN
By: /S/ Harris H. Simmons
------------------------------------
Harris H. Simmons, Chairman of the
Advisory Committee
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EXHIBIT INDEX
ZIONS BANCORPORATION
ZIONS BANCORPORATION EMPLOYEE INVESTMENT SAVINGS PLAN
FORM S-8
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EXHIBIT NO.
(PER REGULATION S-K, SEQUENTIALLY
EXHIBIT TABLE) EXHIBIT NUMBERED PAGE
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4(a) Amended and Restated Zions Bancorporation Employee Investment Incorporated by Reference
Savings Plan, amended effective January 1, 1989, and adopted from Exhibit 4 from
September 28, 1992 Registrant's Registration
Statement on Form S-8 (file
no. 33-52796) filed
October 2, 1992
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4(b) Amendment to the Zions Bancorporation Employee Investment Savings 9
Plan dated December 16, 1994, and adopted December 16, 1994
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5 Opinion Regarding Legality by Callister Nebeker & McCullough 17
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24(a) Consent of KPMG Peat Marwick LLP 18
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24(b) Consent of Callister Nebeker & McCullough 19
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8
<PAGE> 1
Exhibit 4(b)
AMENDMENT TO THE
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
This Amendment to the Zions Bancorporation Employee Investment Savings
Plan (the "Plan") is made and entered into this 16th day of December, 1994, by
Zions Bancorporation as the "Employer" and Plan Administrator of the Plan.
W I T N E S S E T H:
WHEREAS, the Employer has heretofore created the Plan (which plan has
been amended and restated in its entirety effective for Plan Years commencing
on or after January 1, 1989), and
WHEREAS, the Employer has reserved the right to amend the Plan in
whole or in part, and
WHEREAS, the Employer now desires to amend the Plan in order to comply
with the requirements of the Unemployment Compensation Act of 1992 and the
Omnibus Budget Reconciliation Act of 1993 and to facilitate the merger of the
National Bank of Arizona Savings and Retirement Plan and the Rio Salado
Bancorp. Inc. Retirement Plan into the Plan;
NOW THEREFORE, in consideration of the foregoing premises and mutual
covenants herein contained, the Employer hereby amends the Plan.
1. Each Plan Section and Plan Article identified hereafter is amended as
indicated.
SECTION 2.01 IS AMENDED BY ADDING A NEW SUBSECTION (G) TO READ AS
FOLLOWS:
(g) "PREDECESSOR PLAN ACCOUNT" shall mean the Account which is
attributable to assets transferred from a Predecessor Plan
("Transferred Benefits").
SECTION 2.07 IS AMENDED BY ADDING THE FOLLOWING AT THE END THEREOF:
For Plan Years beginning after December 31, 1993, the Plan shall substitute the
amount "one hundred fifty thousand dollars ($150,000)" for the amount "two
hundred thousand dollars ($200,000)" wherever it appears in this Section. The
one hundred fifty thousand dollar amount shall be adjusted each Plan Year as
provided in Code Section 401(a)(17)(B).
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ARTICLE II IS AMENDED BY ADDING NEW SECTIONS 2.59, 2.60 AND 2.61 AT THE END
THEREOF TO READ AS FOLLOWS:
2.47 "PREDECESSOR PLAN" shall mean any Plan whose assets have been
transferred to this Plan pursuant to a merger or trust to trust transfer. The
benefits which are funded by the transferred assets shall be protected benefits
within the meaning of Code Section 411(d)(6) and the regulations thereunder.
For purposes of this provision the NBA Plan and the Rio Salado Plan shall be
Predecessor Plans.
2.60 "NBA PLAN" shall mean the Plan established by the National
Bank of Arizona as The National Bank of Arizona Savings and Retirement Plan and
merged into this Plan as of December 31, 1994. The termination and merger of
the NBA Plan into this Plan is solely for the purpose of maintaining the
qualified status of the NBA Plan under Code Section 401(a). All provisions of
the NBA Plan, including those covering eligibility, benefit accrual and vesting
shall continue to apply to the participants in that plan, through the effective
date of the merger except to the extent the relevant provisions of this Plan
apply in order to retain the qualified status of the NBA Plan under the Code or
the provisions of this Plan specifically supersede those in the NBA Plan.
2.61 "RIO SALADO PLAN" shall mean the Plan established by Rio
Salado Bancorp, Inc. as Rio Salado Bancorp. Inc. Retirement Plan and merged
into this Plan as of December 31, 1994. The termination and merger of the Rio
Salado Plan into this Plan is solely for the purpose of maintaining the
qualified status of the Rio Salado Plan under Code Section 401(a). All
provisions of the Rio Salado Plan, including those covering eligibility,
benefit accrual and vesting shall continue to apply to the participants in that
plan, through the effective date of the merger except to the extent the
relevant provisions of this Plan apply in order to retain the qualified status
of the Rio Salado Plan under the Code or the provisions of this Plan
specifically supersede those in the Rio Salado Plan.
SECTION 7.01(b)(4) IS AMENDED BY ADDING THE FOLLOWING AT THE END THEREOF:
For Plan Years beginning after December 31, 1993, the Plan shall
substitute the amount "one hundred fifty thousand dollars ($150,000)"
for the amount "two hundred thousand dollars ($200,000)" wherever it
appears in this sub-section. The one hundred fifty thousand dollar
amount shall be adjusted each Plan Year as provided in Code Section
401(a)(17)(B).
ARTICLE IX IS AMENDED BY ADDING NEW SECTIONS 9.06 AND 9.07 TO READ AS FOLLOWS:
9.06 QUALIFIED JOINT AND SURVIVOR ANNUITY: This Section shall
apply only to a Participant or Inactive Participant with respect to whom this
Plan holds Transferred Benefits which were directly or indirectly transferred
from a defined benefit pension plan, money purchase pension plan, or other
qualified plan to which Code Section 401(a)(11)(B)(iii) applies. Furthermore,
this Section shall only apply to that portion of the Participant's Transferred
Benefits attributable to such transfer (the "Annuity Eligible Accrued
Benefits").
(a) QUALIFIED JOINT AND SURVIVOR ANNUITY: A Participant or Former
Participant shall receive his Annuity Eligible Accrued
Benefits in the form of an Qualified Joint and Survivor
Annuity, unless he elects otherwise as provided in Subsection
(b) below. The Qualified Joint and Survivor Annuity is an
immediate annuity providing monthly payments for the life of
the Participant with, if the Participant is married on the
Annuity Starting Date, a survivor annuity providing monthly
payments for the life of the Participant's surviving spouse
(terminating with the last payment due prior to her death)
equal to fifty percent (50%) of the monthly payment amount
during the joint lives of the Participant and his spouse. The
monthly payment amount of the Qualified Joint and Survivor
Annuity
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shall be that amount which can be purchased from an Insurer
with the Annuity Eligible Accrued Benefits of the Participant
as of the Annuity Starting Date.
The Qualified Joint and Survivor Annuity for a Participant or
Former Participant who is not married on his Annuity Starting
Date shall be a life annuity which provides monthly payments
for the life of the Participant and terminates with the last
payment due prior to his death. The annuity shall be
purchased from an Insurer in an amount that can be provided by
the Participant's Annuity Eligible Accrued Benefits.
(b) NOTICE AND ELECTION OF FORM OF RETIREMENT BENEFIT: Each
Participant or Inactive Participant with an Annuity Eligible
Accrued Benefit shall be provided a written notification by
the Plan Administrator. The notification shall be in
non-technical language and shall include:
(1) A general description or explanation of the terms and
conditions of the Qualified Joint and Survivor
Annuity;
(2) The circumstances in which it will be provided unless
the Participant elects otherwise;
(3) The Participant's right to make, and the effect of,
an election to waive the Qualified Joint and Survivor
Annuity form of benefit;
(4) The rights of the Participant's spouse under
Subsection (c);
(5) The right to make, and the effect of, a revocation of
an election to waive the Qualified Joint and Survivor
Annuity form of benefit;
(6) A general explanation of the relative financial
effect of the election on a Participant's benefits;
and
(7) A general explanation of the eligibility conditions
and other material features of the optional forms of
retirement benefit and sufficient additional
information to explain the relative values of the
optional forms of retirement benefit.
The notification shall also inform the Participant that a
specific written explanation in non-technical language of the
terms and conditions of the Qualified Joint and Survivor
Annuity and the financial effect upon the particular
Participant's benefits of making an election against the
Qualified Joint and Survivor Annuity is available upon written
request by the Participant. The notification shall be
provided not less than thirty (30) days nor more than ninety
(90) days before the Annuity Starting Date. If the
Participant requests a specific written explanation, the
explanation shall be provided within thirty (30) days of the
Participant's request. The Plan Administrator need not comply
with more than one such request made by a particular
Participant.
During the Joint and Survivor Election Period, as hereinafter
defined, a Participant eligible to make the election to waive
the Qualified Joint and Survivor Annuity of Subsection (a)
shall be eligible to elect to receive his benefits as provided
in Section 9.03. The election shall be in writing and may be
revoked at any time during the Joint and Survivor Election
Period. New elections and revocations may be made any number
of times during the Joint and Survivor Election Period after a
previous election or revocation. For purposes of this
paragraph, the term "Joint and Survivor
3
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Election Period" shall mean the ninety (90) day period ending
on the Annuity Starting Date.
(c) CONSENT OF SPOUSE: Notwithstanding any other provision of
this Article, any election by a Participant or Inactive
Participant to waive the Qualified Joint and Survivor Annuity
pursuant to Subsection (b) shall not be given effect unless:
(1) (i) The spouse of the Participant consents in
writing to such election;
(ii) The spouse acknowledges the form of benefit
payment elected by the Participant and, if
applicable, the Beneficiary designated by the
Participant, or the spouse relinquishes the
right to specify the form of benefit payment
and name the Beneficiary; and the spouse's
consent acknowledges the effect of such
election and is witnessed by the Plan
Administrator (or representative thereof) or
a Notary Public; or
(2) It is established to the satisfaction of the Plan
Administrator that the consent required under (1)
above may not be obtained because there is no spouse,
because the spouse cannot be located, or because of
such other circumstances as the Secretary of the
Treasury may by Regulation prescribe; or
(3) The lump sum benefit otherwise payable to the
Participant is less than three thousand five hundred
dollars ($3,500) and a lump sum payment will be made
pursuant to Section 9.03.
A waiver of the Qualified Joint and Survivor Annuity made
pursuant to Subsection (b) shall be automatically revoked upon
the marriage of the Participant, prior to his Annuity Starting
Date, to a person who has not consented to the waiver pursuant
to Subsection (1) above or from whom consent was not required
by reason of Subsection (2) above; or upon a change in the
form of benefit payment or in the Beneficiary designated by
the Participant pursuant to Subsection (1)(ii) above, unless
the spouse has relinquished the right to specify the form of
benefit payment and to name the Beneficiary.
If the requirements of the preceding paragraphs are not
satisfied, the Participant shall receive his Annuity Eligible
Accrued Benefit in the form of the Qualified Joint and
Survivor Annuity.
9.07 OPTIONAL FORMS OF BENEFIT GUARANTEED: To the extent not
already provided under the terms of this Plan, and notwithstanding any other
provisions to the contrary, this Plan guarantees to each Participant whose
Account includes Transferred Benefits the right to receive all Transferred
Benefits in any optional form of benefit (including time, manner and method of
distribution) protected under IRC S 411(d)(6). The extent and nature of the
optional forms of benefits so protected shall be determined by reference to the
Predecessor Plan(s).
ARTICLE X IS AMENDED BY ADDING NEW SECTIONS 10.05 AND 10.06 TO THE END THEREOF
TO READ AS FOLLOWS:
10.05 QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY AND RELATED MATTERS:
This Section shall apply only to a Participant or Inactive Participant with
respect to whom this Plan holds Transferred Benefits which were directly or
indirectly transferred from a defined benefit pension plan, money purchase
pension plan, or other qualified plan to which Code Section 401(a)(11)(B)(iii)
applies. Furthermore, this
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Section shall only apply to that portion of the Participant's Transferred
Benefits attributable to such transfer ("Annuity Eligible Accrued Benefits").
If a Participant or Inactive Participant dies prior to his Annuity Starting
Date and is survived by a spouse, a Qualified Pre-retirement Survivor Annuity
shall be paid to the surviving spouse except as otherwise provided by the
following provisions. A Qualified Pre-retirement Survivor Annuity is an
immediate annuity payable to the Participant for the life of the spouse in
monthly amounts equal to the monthly amount that can be purchased from an
insurer with fifty percent (50%) of the Annuity Eligible Accrued Benefits of
the Participant as of the date of his death.
(a) A Participant may elect to waive the Qualified Pre-retirement
Survivor Annuity provided under this Section during the
election period described in Subsection (d). The waiver may
be revoked by the Participant during the election period by
filing with the Plan Administrator on a form approved by the
Plan Administrator an executed revocation of such waiver.
Following revocation a Participant may again waive the
Qualified Pre-retirement Survivor Annuity and subsequently
revoke the waiver any number of times during the election
period.
(b) A waiver pursuant to Subsection (a) shall not be effective
unless:
(1) (i) The spouse, to whom the Participant is
married at the time such waiver is executed,
consents in writing to such waiver;
(ii) The spouse acknowledges the form of the death
benefit payable in lieu of the Qualified Pre-
retirement Survivor Annuity and the
Beneficiary designated by the Participant, or
the spouse relinquishes the right to specify
the form of the death benefit and name the
Beneficiary; and
(iii) The consent acknowledges the effect of the
waiver and is witnessed by the Plan
Administrator (or representative thereof) or
a Notary Public; or
(2) It is established to the satisfaction of the Plan
Administrator that the consent of the spouse required
by this Section may not be obtained because there is
no spouse, the spouse cannot be located or because of
such other circumstances as may be set forth in
Regulations issued pursuant to Section 417(a)(2)(B)
of the Code; and
(3) The waiver is made on a form approved by the Plan
Administrator and executed by the Participant and, if
required, the spouse of the Participant.
(c) A waiver made pursuant to Subsection (a) shall be
automatically revoked:
(1) Upon the marriage of the Participant to a person who
has not consented to the waiver pursuant to
Subsection (b)(1) or from whom consent was not
required by reason of Subsection (b)(2); or
(2) Upon a change in the form of the death benefit or in
the Beneficiary designated by the Participant, unless
the spouse has relinquished the right to specify the
form of the death benefit and to name the
Beneficiary.
(d) The election period shall begin on the first day of the Plan
Year in which the Participant attains Age thirty-five (35) and
shall end on the date such Participant dies.
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Notwithstanding the foregoing, in the case of a Participant who
incurs a Termination of Employment before the Participant
attains Age thirty-five (35), the election period shall begin
on the date of Termination of Employment and shall end on the
date the Participant dies.
(e) Notwithstanding anything in this Section to the contrary, an
election to waive the Qualified Pre-retirement Survivor
Annuity made by a Participant before the first day of the Plan
Year in which he attains Age thirty-five (35) shall only be
effective until the first day of the Plan Year in which he
attains Age thirty-five (35), at which time such election
shall be automatically revoked.
(f) The Plan Administrator shall provide to each Participant
within the period beginning on the first day of the Plan Year
in which the Participant attains Age thirty-two (32), but not
earlier than the first day of the one-year period ending on
the date he becomes a Participant, and ending on the last day
of the Plan Year preceding the Plan Year in which the
Participant attains Age thirty-five (35), but not earlier than
the last day of the one-year period beginning on the date he
becomes a Participant, a written explanation of the Qualified
Pre-retirement Survivor Annuity containing the following:
(1) The terms and conditions of the Qualified
Pre-retirement Survivor Annuity;
(2) The Participant's right to make, and the effect of,
an election to waive the Qualified Pre-retirement
Survivor Annuity;
(3) The rights of the Participant's spouse under
Subsection (b)(1); and
(4) The right of the Participant to make, and the effect
of, a revocation of an election pursuant to
Subsection (a).
The Plan Administrator shall also provide an explanation to
each Participant who incurs a separation from service prior to
receiving the explanation no later than the earlier of the end
of the one-year period beginning on the date of his separation
from service or the end of the period described above.
(g) Notwithstanding anything herein to the contrary, a surviving
spouse entitled to a benefit under this Section, may elect to
receive payment of the Qualified Pre-retirement Survivor
Annuity in a lump sum or any other form of payment permitted
under Section 10.04. Upon request, the Plan Administrator
shall furnish the spouse with an explanation of the Qualified
Pre-retirement Survivor Annuity and with information
concerning the financial effect of receiving benefits in any
form selected. An election under this Subsection must be
filed with the Plan Administrator before benefit payments
commence, unless the Plan Administrator determines otherwise.
(h) Notwithstanding anything herein to the contrary, a surviving
spouse may delay the commencement of benefit payments pursuant
hereto, provided such delay satisfies the requirement of
Article IX by deeming the surviving spouse to be the
Participant.
(i) If the lump sum amount of the Qualified Pre-retirement
Survivor Annuity otherwise payable to the surviving spouse is
less than three thousand five hundred dollars ($3,500), such
benefit shall be paid as a single lump sum payment.
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10.06 OPTIONAL FORMS OF BENEFIT GUARANTEED: To the extent not
already provided under the terms of this Plan, and notwithstanding any other
provisions to the contrary, this Plan guarantees to the Beneficiaries of each
Participant whose Account includes Transferred Benefits the right to receive
all Transferred Benefits in any optional form of benefit (including time,
manner and method of distribution) protected under IRC Section 411(d)(6). The
extent and nature of the optional forms of benefits so protected shall be
determined by reference to the Predecessor Plan(s).
ARTICLE XI IS AMENDED BY ADDING NEW SECTIONS 11.03 AND 11.04 AT THE END THEREOF
TO READ AS FOLLOWS:
11.03 ELIGIBLE ROLLOVER DISTRIBUTIONS: Notwithstanding any provision
of this Plan to the contrary with respect to distributions made on or after
January 1, 1993, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover. For purposes of this Section 11.03 the
following definitions shall apply:
(a) "Eligible Rollover Distribution" shall mean any distribution
of all or any portion of the balance to the credit in the
Account of the Distributee, except that an Eligible Rollover
Distribution does not include: any distribution that is one of
a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten years
or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9), and the portion of any
distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(b) "Eligible Retirement Plan" shall mean an individual retirement
account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an
annuity plan described in Code Section 403(a), or a qualified
trust described in Code Section 401(a), that accepts the
Distributee's Eligible Rollover Distribution. However, in the
case of an Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.
(c) "Distributee" shall mean an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse
and the Employee's or former Employee's spouse or former
spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p), are
Distributees with regard to the interest of the spouse or
former spouse.
(d) "Direct Rollover" shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
11.04 DISTRIBUTION OF TRANSFERRED BENEFITS: Notwithstanding the
provisions of Sections 11.02 and 11.03, the portion of a Participant's
Transferred Benefits attributable to a direct or indirect transfer from a
defined benefit pension plan, money purchase pension plan, or other qualified
plan to which Code Section 401(a)(11)(B)(iii) applies shall be subject upon
distribution to all requirements of Sections 9.06 and 9.07
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<PAGE> 8
2. Unless specifically provided otherwise herein, this Amendment
shall be effective December 31, 1994, and for all Plan Years commencing on or
after that date and shall apply to all employees who terminate employment on or
after that date.
3. In all other respects the Plan is ratified and approved.
IN WITNESS WHEREOF, the parties have caused this Amendment to the Plan
to be duly executed as of the date and year first above written.
"EMPLOYER"
ZIONS BANCORPORATION
By: Gary L. Anderson
-----------------------------------
Its: Senior Vice President
8
<PAGE> 1
Exhibit 5
Opinion Regarding Legality by Callister Nebeker & McCullough
April 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock
Issuable under Zions Bancorporation Employee Investment Savings
Plan
Gentlemen:
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company") in providing this opinion with respect to the
issuance of up to 200,000 shares of the Company's common stock without par
value (the "Shares") pursuant to the Zions Bancorporation Employee Investment
Savings Plan (the "Plan").
In connection with this representation, we have examined the original,
or copies identified to our satisfaction, of such minutes, agreements,
corporate records and filings and other documents necessary to our opinion
contained in this letter. We have also relied as to certain matters of fact
upon representations made to us by officers and agents of the Company. Based
upon and in reliance on the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Utah.
2. The Shares will be, when issued in accordance with the Plan, to the
extent representing previously unissued shares, duly and validly
issued and fully paid and nonassessable under the Utah Revised
Business Corporation Act; and the shareholders of Zions Bancorporation
have no pre-emptive rights to acquire additional shares in respect of
the Shares.
Sincerely yours,
CALLISTER NEBEKER & McCULLOUGH
17
<PAGE> 1
EXHIBIT 24(a)
Consent of Independent Public Accountants
The Board of Directors
Zions Bancorporation:
We consent to the use of our reports dated January 24, 1995 and March 28, 1995,
with respect to the consolidated financial statements and financial statement
schedule, respectively, of Zions Bancorporation as of December 31, 1994 and
1993 and for each of the years in the three-year period ended December 31, 1994
and our report dated March 15, 1995, with respect to the financial statements
of Zions Bancorporation Employee Investment Savings Plan as of December 31,
1994 and 1993 and for the years then ended incorporated herein by reference,
and to the reference to our firm under the heading "Experts" in the prospectus.
Our reports covering the December 31, 1994 and 1993 Zions Bancorporation
consolidated financial statements and financial statement schedule refer to
changes in accounting principles relating to the adoption of the Financial
Accounting Standards Board's Statements of Financial Accounting Standards No.
106, Employers' Accounting for Postretirement Benefits Other Than Pensions, No.
109, Accounting for Income Taxes, and No. 115, Accounting for Certain
Investments in Debt and Equity Securities.
KPMG Peat Marwick LLP
Salt Lake City, Utah
April 26, 1995
18
<PAGE> 1
Exhibit 24(b)
Consent of Callister Nebeker & McCullough
April 25, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration and Issuance of Zions Bancorporation Common Stock Issuable
under Zions Bancorporation Employee Investment Savings Plan
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in providing an opinion (the "Opinion") with
respect to the issuance of up to 200,000 shares of the Company's common stock
without par value (the "Shares") for sale pursuant to the Zions Bancorporation
Employee Investment Savings Plan.
We hereby consent to the use of our name in the Prospectus forming a
part of the Registration Statement to which this letter is attached as an
Exhibit, and therein being disclosed as counsel to the Company in rendering the
Opinion in this matter.
Sincerely yours,
CALLISTER NEBEKER & McCULLOUGH
19
