<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 3
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)
Gary L. Anderson
Zions Bancorporation
1380 Kennecott Building
Salt Lake City, Utah 84133
(801) 524-4787
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement and subject
to the terms and conditions of the Dividend Reinvestment Plan referred to
therein.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: /X/
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /
<TABLE>
<CAPTION>
========================================================================================================
CALCULATION OF REGISTRATION FEE
========================================================================================================
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
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 $40.375 $8,075,000 $2,784.48
no par value
========================================================================================================
</TABLE>
- ---------------
(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 20, 1995.
<TABLE>
<S> <C>
Total of Sequentially Numbered Pages: 22 Exhibit Index on Sequentially Numbered Page 18
</TABLE>
Pursuant to Rule 429, the Prospectus included herein also relates to a
registration statement filed by the same Registrant on Form S-3, SEC File No.
33-52586.
<PAGE> 2
- --------------------------------------------------------------------------------
CROSS REFERENCE SHEET
- --------------------------------------------------------------------------------
PURSUANT TO ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN PROSPECTUS
<S> <C> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . . . . . . . . . . . . Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover
Pages
3. Summary Information, Risk Factors, and Ratio of
Earnings to Fixed Charges . . . . . . . . . . . . . . . . . . . . The Company
4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . Use of Proceeds
5. Determination of Offering Price . . . . . . . . . . . . . . . . . Outside Front Cover Page, and The
Plan - Purchases and Price of Shares
Acquired Under the Plan
6. Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
7. Selling Security Holders . . . . . . . . . . . . . . . . . . . . Not Applicable
8. Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . Outside Front Cover Page, The Plan
- Purchases and Price of Shares
Acquired Under the Plan, The Plan -
Optional Cash Payments
9. Description of the Securities to be Registered . . . . . . . . . Description of Securities
10. Interest of Named Experts and Counsel . . . . . . . . . . . . . . Experts
11. Material Changes . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
12. Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . Available Information, Incorporation
by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities . . . . . . . . . Indemnification of Directors and
Officers
</TABLE>
ii
<PAGE> 3
PROSPECTUS
- --------------------------------------------------------------------------------
ZIONS BANCORPORATION
DIVIDEND REINVESTMENT AND COMMON
STOCK PURCHASE PLAN
200,000 SHARES
Common Stock
(without par value)
- --------------------------------------------------------------------------------
Zions Bancorporation ("Zions" or the "Company") is offering through its
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") to all holders
of record of its Common and Preferred Stock (herein referred to as the "Capital
Stock") the opportunity to automatically reinvest their Capital Stock dividends
in shares of Common Stock and to make optional cash purchases of Common Stock of
from $10 to $5,000 per calendar quarter. The text of the Plan is set forth in
this Prospectus. This Prospectus relates to an additional 200,000 shares as well
as 38,999 shares previously offered under the Plan which remain unsold as of
April 20, 1995.
The price to be paid for shares of Common Stock purchased through
dividend reinvestment will be the closing price of the Common Stock as reported
by the National Association of Securities Dealers Automated Quotation System
("NASDAQ"), on each dividend payment date, or if no trading in the Common Stock
occurs on such date, on the next preceding date on which trading occurred. The
price to be paid for shares purchased in optional cash purchases will be 100% of
a similar price. Any shares acquired on the over-the-counter market will be
purchased at the lowest price available on the dividend date (see "Purchases and
Price of the Shares Acquired Under the Plan" and "Optional Cash Payments" under
the caption "THE PLAN").
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is May 15, 1995
<PAGE> 4
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR IS IT SUCH AN OFFER
OR SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR ITS
SUBSIDIARIES SINCE THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information; Incorporation by Reference . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Administration . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Participation . . . . . . . . . . . . . . . . . . . . . . . . . 4
- Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
- Purchases and Price of Shares Acquired Under the Plan . . . . . . 5
- Optional Cash Payments . . . . . . . . . . . . . . . . . . . . . 6
- Reports to Participants . . . . . . . . . . . . . . . . . . . . 6
- Certificates for Shares of Common Stock . . . . . . . . . . . . 6
- Termination of Participation . . . . . . . . . . . . . . . . . . 7
- Address of the Bank . . . . . . . . . . . . . . . . . . . . . . 8
- Other Information . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Indemnification of Directors and Officers . . . . . . . . . . . . . . . . . 12
</TABLE>
AVAILABLE INFORMATION;
INCORPORATION BY REFERENCE
Zions Bancorporation is subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy and information statements and other information with the U.S. Securities
and Exchange Commission ("Commission"). Information concerning directors and
officers, their remuneration, options granted to them, the principal holders of
securities of the Company, and any material interest of such persons in
transactions with the Company as of particular dates is set forth in proxy
statements distributed to shareholders of the Company and filed with the
Commission. Such reports, proxy statements and other information can be
inspected at the office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as at the following regional offices of the Commission: 219
South Dearborn Street, Chicago, Illinois 60604; 26 Federal Plaza, New York, New
York 10007; and 5757 Wilshire Boulevard, Los Angeles, California 90036. Copies
of such materials can also be obtained from the Public Reference Section of the
Commission at Washington, D.C. 20549 at the prescribed rates.
2
<PAGE> 5
The Company hereby incorporates herein by reference its Annual Report
on Form 10-K for the most recent fiscal year ended December 31 and its Proxy
Statement for the most recent annual meeting of shareholders, the Annual Report
to Shareholders which has been furnished in connection with the most recent
annual meeting of shareholders, and all other reports filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end
of the fiscal year covered by the Annual Report referred to above. All reports
hereafter filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the termination of the
offering made by this Prospectus, shall be deemed to be incorporated herein by
reference and to be a part hereof from the respective dates of filing thereof.
The Company has filed a Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933. This Prospectus omits
certain additional information contained in the Registration Statement (Form
S-3) filed with the SEC under the Securities Act of 1933, as amended, to which
reference is hereby made.
Upon written request, the Company will provide without charge to each
person to whom this Prospectus is delivered a copy of any or all of the
documents incorporated herein by reference, excluding the exhibits thereto.
Requests for such documents should be addressed to Gary L. Anderson, Senior Vice
President, Zions Bancorporation, 1380 Kennecott Building, Salt Lake City, Utah
84133.
THE COMPANY
Zions Bancorporation is a multibank company organized under the laws of
Utah in 1955, registered under the Bank Holding Company Act of 1956, as amended.
Zions Bancorporation is the second largest bank holding company headquartered in
Utah and provides a full range of banking and related services primarily in
Utah, Nevada, and Arizona. Its principal subsidiaries are banking subsidiaries
which include Zions First National Bank, the second largest commercial banking
organization in the state of Utah, Nevada State Bank, the fifth largest
commercial bank in Nevada, and National Bank of Arizona, the fifth largest
commercial bank in Arizona.
The Company conducts various other bank-related business activities
through subsidiaries owned by Zions Bancorporation and wholly-owned subsidiaries
of Zions First National Bank. Zions Credit Corporation engages in lease
origination and servicing operations in Utah, Nevada, and Arizona. Zions Life
Insurance Company underwrites as reinsurer credit-related life and disability
insurance. Zions Insurance Agency, Inc. operates an insurance brokerage business
which administers various credit-related insurance programs in the Company's
subsidiaries and sells general lines of insurance. The Company's insurance
subsidiaries offer customers a full range of insurance products through licensed
agents. The products include credit life products, collateral protection
products, life policies, homeowners policies, property and casualty policies,
and commercial business owner type policies. Zions Data Service Company provides
data processing services to all subsidiaries of the Company. Zions Mortgage
Company, a subsidiary of Zions First National Bank, conducts a mortgage banking
operation in Utah, Nevada, and Arizona. Zions Investment Securities, Inc., also
a subsidiary of Zions First National Bank, provides discount investment
brokerage services on a nonadvisory basis to both commercial and consumer
customers. Personal investment officers employed by the discount brokerage
subsidiary in many larger offices provide customers with a wide range of
investment products, including municipal bonds, mutual funds and tax-deferred
annuities.
The Corporation's executive offices are located at 1380 Kennecott
Building, Salt Lake City, Utah 84133. The telephone number is (801) 524-4787.
The Corporation is publicly owned and its common stock is traded in the NASDAQ
National Market System in the over-the-counter market under the ticker symbol
"ZION."
3
<PAGE> 6
THE PLAN
This Prospectus relates to the offering of 200,000 shares of the Common
Stock of the Company (the "Additional Shares") pursuant to the Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan") as well as 38,999
shares previously offered under the Plan which remain unsold as of April 20,
1995. Shares of Common Stock may also be acquired in the over-the-counter market
for the benefit of Plan participants. The most significant aspects of the Plan
are as follows: (1) to the extent that newly issued shares are purchased from
the Company, additional equity funding will be generated to support the
Company's operations; (2) shares purchased from the Company with reinvested
dividends will be acquired at the closing price as quoted by NASDAQ on the
dividend payment dates; (3) up to $5,000 per calendar quarter may be invested by
a participant through optional cash purchases; (4) no brokerage commissions,
service charges or administrative costs will be charged to participants; and (5)
participants may elect to reinvest dividends on less than all of the capital
shares which are registered in their names.
Purpose
The purpose of the Plan is to provide holders of record of the
Company's Capital Stock with a simple and convenient method of investing cash
dividends and optional cash payments in shares of Common Stock at regular
intervals. To the extent that additional Shares are purchased from the Company,
the Company will receive additional funds to finance the continuing operations
of the Company and its subsidiaries.
Advantages
Participants in the Plan may (a) automatically reinvest cash dividends
on all or a portion of shares of Capital Stock registered in their names in
Common Stock or (b) invest both cash dividends and optional cash payments from
$10 to $5,000 per calendar quarter. The price of shares purchased with
reinvested dividends will be the closing price on the dividend payment dates; or
if the shares are purchased on the over-the-counter market, the lowest price at
which the shares are obtainable on the dividend payment dates (see "Purchases
and Price of the Shares Required Under the Plan"). The price of shares purchased
with optional cash payments is 100% of such price. No brokerage commissions or
service charges are paid in connection with purchases under the Plan. Full
investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to participants'
accounts. In addition, dividends in respect of such fractions, as well as full
shares, will be credited to participants' accounts. Participants can avoid the
cumbersome safekeeping of certificates for shares credited to their accounts
under the Plan. Regular statements of account provide simplified recordkeeping.
Administration
Zions First National Bank (the "Bank") administers the Plan as agent for
participants, keeps records, sends statements of account to participants, and
performs for participants other duties relating to the Plan. Shares purchased
under the Plan will be registered in the name of the Bank or its nominee as
agent for participants in the Plan.
Participation
All holders of record of the Company's Capital Stock are eligible to
participate in the Plan. In order to be eligible to participate in the Plan,
beneficial owners of Capital Stock whose shares are registered in names other
than their own must become shareholders of record by having some or all of their
shares transferred into their names.
4
<PAGE> 7
A holder of record of the Company's Capital Stock may join the Plan by
signing an Authorization Form and returning it to the Bank at its address set
forth under the heading "Address of Bank." A postage-paid envelope is provided
for this purpose. Authorization Forms will be provided from time to time by mail
to all shareholders and will also be furnished at any time upon request made to
the Bank at P.0. Box 30880, Salt Lake City, Utah 84130, Manager, Stock Transfer
Department, or by telephoning the Bank at (801) 524-4696.
A holder of record of Capital Stock may enroll in the Plan at any time.
If an Authorization Form is received by the Bank prior to the record date for
the next dividend payment, then that dividend will, as authorized, be used to
purchase Shares for the shareholder on the dividend payment date. If the
Authorization Form is received by the Bank on or after such record date, that
dividend will be paid in cash and the investment of dividends in Shares will not
start until payment of the following dividend. Optional cash payments received
by the Bank prior to the record date for the next dividend will, as authorized,
be used to purchase Shares for the shareholder on the dividend payment date. If
the Authorization Form and optional payment amount are received by the Bank on
or after such record date, that cash option amount will be used to purchase
Shares for the shareholder on the next dividend payment date or returned to the
shareholder upon written request to the Bank. Capital Stock dividend payment
dates for Common Stock are ordinarily on or near the 25th of January, April,
July and October. The record dates for dividends on Capital Stock ordinarily are
approximately 10 or more days following the Company's quarterly meeting of its
Board of Directors and near the first working day of the month in which the
dividend payment is made. The Capital Stock dividend payment dates for Common
Stock and corresponding optional cash payment dates are hereinafter collectively
referred to as the "Investment Date."
The Authorization Forms appoint the Bank as agent for the participating
shareholder and direct the Company to pay to the Bank each participating
shareholder's cash dividends on all or a specified portion of the shares of
Common Stock credited to his account under the Plan. The form directs the Bank
to purchase shares with such dividends and any optional cash payments made by
such shareholder.
Costs
There are no brokerage commissions for purchases or service charges
under the Plan with respect to the Additional Shares purchased from the Company.
Commissions or service charges on purchases in the over-the-counter market and
all costs of the administration of the Plan are paid by the Company.
Purchases and Price of the Shares Acquired Under the Plan
Generally, the Company will sell as many Additional Shares of its
Common Stock as the dividends and optional cash payments of participating
shareholders will purchase. The Additional Shares have been registered with the
Securities and Exchange Commission for issuance and sale under the Plan. The
Company anticipates that it will, from time to time as may be necessary,
register additional shares with the Commission and make them available for
purchase under the Plan. If on any dividend payment date the Company does not
elect to sell shares of Common Stock to the Plan, the shares will be purchased
in the over-the-counter market at the lowest price obtainable on the dividend
payment date.
The number of Shares to be purchased for each participant's account
depends on the amount of the dividends being reinvested and optional cash
payments, if any, and the price of the Common Stock. The entire amount of the
dividends being reinvested will be used to purchase Shares, except in the case
of certain foreign participating shareholders (see "Other Information--Foreign
Participants Subject to Income Tax Withholding"). Each participant's account
5
<PAGE> 8
will be credited with that number of shares, including fractional shares
computed to three decimal places, equal to the total amount to be invested
divided by the purchase price per share.
The price of Additional Shares purchased from the Company for
participants in the Plan with reinvested dividends will be the closing price of
the Common Stock as reported by NASDAQ on the Investment Date; or if no trading
in the Common Stock occurs on such date, on the next preceding date on which
trading occurred. The price of Shares purchased in the over-the-counter market
will be the lowest price obtainable on the dividend payment date.
The Company will pay to the Bank cash dividends on all or a portion of
the shares of Capital Stock registered in each participant's name, in accordance
with such participant's directions on the Authorization Form(s), as well as cash
dividends on shares of Common Stock credited to his account under the Plan. The
Bank will apply such dividends and any optional cash payment received by the
Bank from such participant prior to the Investment Date, to the purchase of
Shares for the account of such participant. Provisions applicable to foreign
shareholders are set forth under "Other Information--Foreign Participants
Subject to Income Tax Withholding."
Optional Cash Payments
In addition to the automatic reinvestment of quarterly dividends, a
participant in the Plan may make optional cash payments each calendar quarter.
Optional cash payments must be at least $10 per payment and not more than a
total of $5,000 per calendar quarter. The same amount of money need not be sent
each calendar quarter and there is no obligation to make optional cash payments.
Optional cash payments received on or after a given Investment Date will be held
by the Bank until the next Investment Date.
An optional cash payment may be made by a participant when joining the
Plan by enclosing it with the Authorization Form. Thereafter, optional cash
payments should be accompanied by the form provided therefore with the
participant's statement of account. These payments should be made by check or
money order payable to Zions First National Bank. Any optional cash payment will
be refunded if a written request for such refund is received by the Bank more
than 48 hours before the next Investment Date.
NO INTEREST WILL BE PAID BY THE COMPANY OR THE BANK ON OPTIONAL CASH
PAYMENTS. IT IS SUGGESTED THAT ANY OPTIONAL CASH PAYMENT A PARTICIPANT WISHES TO
MAKE BE SENT SO AS TO REACH THE BANK SHORTLY BEFORE AN INVESTMENT DATE.
Reports to Participants
Each participant in the Plan will receive a statement of his account
following each purchase of shares. These statements are a participant's
continuing record of the cost of his purchases and should be retained for income
tax purposes. In addition, each participant will receive copies of the same
communications sent to every other holder of Common Stock, including any
quarterly and annual reports, a notice of the annual meeting and proxy
statement, and information returns reporting dividend income received for tax
purposes.
Certificates for Shares of Common Stock
Certificates for shares purchased and credited to a participant's
account under the Plan will be issued to the Bank or its nominee as agent for
the participant. The number of shares credited to an account under the Plan will
be shown on the participant's statement of account. This convenience protects
against loss, theft or destruction of stock certificates, permits ownership of
fractional shares, and reduces the costs to be borne by the Company.
6
<PAGE> 9
Certificates for any number of whole shares credited to an account
under the Plan will be issued upon the written request of a participant
intending to remain in the Plan at any time except during periods of time
between a dividend record date and the corresponding dividend payment date.
Shares represented by such certificate will thereupon be withdrawn from the
participant's account. However, the dividends on these shares will continue to
be reinvested under the Plan based on the percentage of shares of Stock of the
participant with respect to which reinvestment of dividends was most recently
authorized, unless the participant, by written request, directs the Bank
otherwise. This request should be mailed to the Bank. Any remaining fraction of
a share will continue to be credited to the participant's account (see also the
heading, "Termination of Participation").
Certificates for fractions of shares will not be issued under any
circumstances.
Shares credited to the account of a participant under the Plan may not
be pledged. A participant who wishes to pledge the whole shares credited to his
account must request that certificates for such shares be issued in his name.
Accounts under the Plan are maintained in the names in which
certificates of the participants were registered at the time they entered the
Plan. Consequently, certificates for whole shares will be similarly registered
when issued to the participants.
Termination of Participation
A participant may at any time terminate his participation in the Plan,
with respect to dividends on all or a portion of his Capital Stock, by notifying
the Bank in writing.
If the notice of termination is received by the Bank prior to the
record date for the next dividend payable on the Stock to which such notice
relates, such dividend and all subsequent dividends on such Stock will be paid
to the participant in cash; and if the participant has elected to terminate his
entire participation in the Plan, any optional cash payments which would
otherwise have been invested on the next Investment Date will be returned to the
participant by the Bank.
If the notice of termination is received by the Bank on or subsequent
to the record date for the next dividend payable on any Stock to which such
notice relates, such dividend will be invested for the participant's account.
All subsequent dividends on such Stock will be paid to the terminating
participant in cash. If the participant has elected to terminate his entire
participation in the Plan, any optional cash payment received by the Bank prior
to the notice of termination will be invested for the participant's account
unless return of the payment is specifically requested.
If a participant terminates his entire participation in the Plan, or if
the Company terminates the Plan, certificates for whole shares credited to his
account under the Plan will be issued and a cash payment will be made for a
fraction of a share. Such cash payment will be based on the closing price of the
Company's Common Stock as reported by NASDAQ on the next business day on which
trading occurs following the day the notice of termination is received by the
Bank.
7
<PAGE> 10
Address of the Bank
All Authorization Forms, optional cash payments, notices of
termination, and other communications with the Bank should be sent to:
Zions First National Bank
Dividend Reinvestment Plan
P.0. Box 30880
Salt Lake City, Utah 84130
Other Information
DISPOSITION OF ALL SHARES REGISTERED IN PARTICIPANT'S NAME
If a participant disposes of all shares of Stock registered in his name
in respect of which he participates in the Plan and does not withdraw from the
Plan, the Bank will terminate his participation in the Plan following the next
reinvestment date and cause all shares held by the Plan for the account of the
Participant to be delivered to him.
DISPOSITION OF LESS THAN ALL SHARES REGISTERED IN PARTICIPANT'S NAME
If a participant who has authorized the reinvestment of dividends on
all of the Capital Stock registered in his name disposes of a portion of his
shares of that class of Stock, the Bank will continue to reinvest the dividends
on the remaining shares.
If a participant who has authorized the reinvestment of dividends on
part of the Capital Stock registered in his name disposes of a portion of his
shares, the Bank will continue to reinvest the dividends on the percentage of
shares of Stock with respect to which reinvestment of dividends was most
recently authorized, unless the participant, by written request, directs the
Bank otherwise.
EFFECTS OF RIGHTS OFFERING
In the event of a rights offering, rights on shares of Capital Stock
registered in the name of a participant, as well as on whole shares credited to
the participant's account under the Plan, will be mailed directly to him in the
manner as to holders of Capital Stock not participating in the Plan.
EFFECT OF STOCK DIVIDEND OR STOCK SPLIT
Any stock dividends or split shares distributed by the Company on
shares of Common Stock credited to the account of a participant under the Plan
will be added to the participant's account. Stock dividends or split shares
distributed on shares of Capital Stock registered in the name of the participant
will be mailed directly to the participant in the same manner as to shareholders
who are not participating in the Plan.
VOTING OF SHARES HELD UNDER THE PLAN
Each participant in the Plan whose Plan account includes at least one
whole share of Common Stock, or who holds voting Capital Stock registered in his
own name, will receive a proxy or proxies indicating the total number of his
whole shares of Capital Stock, including shares of Capital Stock registered in
his name and whole shares of Common Stock credited to his account under the
Plan.
8
<PAGE> 11
If proxies are returned properly signed and marked for voting, all the
shares covered by the proxies--those registered in the participant's name and
the whole shares of Common Stock credited to his account under the Plan--will be
voted as marked.
If proxies are returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item thereon, all of the participant's shares--those registered in his name
and those credited to his account under the Plan--will be voted in accordance
with the recommendations of the management of the Company. If the proxy is not
returned, or if it is returned unexecuted or improperly executed, shares
registered in a participant's name may be voted only if he votes in person.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
Under an Internal Revenue Service ruling (Rev. Rul. 76-53, 1976-1 C.B.
87), dividends which are reinvested by a participant in common stock will be
treated for Federal income tax purposes as having been received by the
participant as a taxable stock dividend rather than as a cash dividend. Under
this ruling, an amount equal to the fair market value of shares acquired with
reinvested dividends will be treated as a dividend. This fair market value will
be based on 100% of the closing price for the shares as reported by NASDAQ on
the dividend payment date, or the closing price on the trading day immediately
preceding the dividend payment date, if the shares are not traded on that date.
Statements of account will show the fair market value of the Common Stock
purchased with reinvested dividends, and the Form 1099 mailed to each
participant at the end of the year will show total dividend income, including
all dividends paid in cash and the fair market value on the purchase date of
shares acquired with reinvested dividends.
Participants will not realize any taxable income when they receive
certificates for whole shares credited to their accounts, either upon their
requests for such certificates or upon withdrawal from or termination of the
Plan. However, participants will recognize gain or loss (which, for most
participants, will be capital gain or loss) when whole shares acquired under the
Plan are sold or exchanged either by the Bank at the request of participants
when they withdraw from the Plan or by participants themselves after withdrawal
from or termination of the Plan. Participants will also recognize gain or loss
when they receive cash payments for fractional shares credited to their
accounts, upon withdrawal from or termination of the Plan. The amount of such
gain or loss will be the difference between the amount which the participant
receives for his shares or fractional shares and the tax basis thereof.
In accordance with the ruling referred to above, the tax basis of
shares acquired by a participant under the Plan by reinvestment of dividends
will be equal to the fair market value of the shares on the dividend payment
date as of which the shares were purchased for the participant's Plan account.
The tax basis of shares purchased with an optional cash payment will be the
amount of such optional cash payment. The tax basis of the shares purchased in
the over-the-counter market will be the price paid for such shares.
The holding period for shares acquired under the Plan, whether
purchased with dividends or an optional cash payment, will begin on the day
following the date as of which the shares were purchased for the participant's
account.
For further information as to the tax consequences of participation in
the Plan, participants should consult with their own tax advisors.
FOREIGN PARTICIPANTS SUBJECT TO INCOME TAX WITHHOLDING
Dividends paid to a foreign participant may be subject to United States
income tax withholding. The Bank will withhold the appropriate amount from
dividends which such a foreign
9
<PAGE> 12
participant elects to reinvest, and the remaining balance of such dividends will
be reinvested to purchase Additional Shares for the participant's account.
RESPONSIBILITY OF THE BANK AND THE COMPANY UNDER THE PLAN
The Bank has had no responsibility with respect to the preparation and
contents of this Prospectus. Neither the Company nor the Bank in administering
the Plan will be liable for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability arising
out of failure to terminate the participant's account upon such participant's
death prior to receipt of notice in writing of such death.
Neither the Company nor the Bank can assure the participant of a profit
or protect him against a loss on the shares purchased by him under the Plan.
INTERPRETATION AND REGULATION OF THE PLAN
The Company reserves the right to interpret and regulate the Plan as it
deems necessary or desirable in connection with its operation.
MODIFICATION OR TERMINATION OF THE PLAN
The Company reserves the right to suspend, modify or terminate the Plan
at any time. Notice of any such suspension, modification or termination will be
mailed to all participants.
USE OF PROCEEDS
The Company does not know either the number of Additional Shares that
will ultimately be purchased under the Plan or the prices at which such
Additional Shares will be sold. The Company intends to add the net proceeds to
the general funds of the Company to be available for working capital. The
Company is unable to determine the amount of the proceeds which will be devoted
to these purposes.
DESCRIPTION OF CAPITAL STOCK
Common Stock
Article VIII of the Company's Articles of Incorporation, as amended
November 9, 1993, authorizes the issuance of 30,000,000 shares of Common Stock,
without par value. At April 20, 1995, a total of 14,603,026 shares of Common
Stock were outstanding.
Dividends . Holders of Common Stock are entitled to dividends when, as,
and if declared by the Board of Directors out of funds legally available for the
payment of dividends, but only if all dividends on any outstanding Preferred
Stock for the then current period and all prior periods have been paid or
provided for.
Voting. Holders of Common Stock are entitled to one vote per share on
all matters submitted to a vote of shareholders.
Liquidation . In the event of any liquidation, dissolution or winding
up of the Company, holders of Common Stock will be entitled to share equally and
ratably in all assets available for distribution after payment of debts,
liabilities and preferences, including the liquidation preferences, if any, of
holders of any outstanding series of Preferred Stock.
10
<PAGE> 13
Other Matters. The Common Stock has no preemptive, subscription
or conversion rights and there are no redemption provisions applicable thereto.
Shares of Common Stock are fully paid and nonassessable and are traded in the
over-the-counter market as a NASDAQ National Market System security. The
transfer agent and registrar for shares of Common Stock is Zions First National
Bank.
Preferred Stock
Article VIII of the Company's Articles of Incorporation authorizes the
issuance of 3,000,000 shares of Preferred Stock without par value. At April 20,
1995, no shares of Preferred Stock were outstanding.
The Board of Directors of the Company is expressly vested with the
authority to determine, with respect to any class of Preferred Stock, the
dividend rights (including rights as to cumulative, noncumulative or partially
cumulative dividends) and preferences, dividend rate, conversion rights, voting
rights, rights and terms of redemption (including sinking fund provisions),
redemption price or prices, and the liquidation preferences of any such class of
Preferred Stock. As to any series of Preferred Stock, the Board of Directors is
authorized to determine the number of shares constituting such series, and to
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of that series.
The Board of Directors of the Company is expressly vested with the
authority to divide either or both of the above-described classes of Preferred
Stock into series and to fix and determine the variations in the relative rights
and preferences of the shares of Preferred Stock of any series so established,
including, without limitation, the following:
(i) the rate of dividend;
(ii) the price at and the terms and conditions on which shares may be
redeemed;
(iii) the amount payable upon shares in event of involuntary
liquidation;
(iv) the amount payable upon shares in event of voluntary liquidation;
(v) sinking fund provisions for the redemption or purchase of shares;
(vi) the terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion; and
(vii) such other variations in the relative rights and preferences of
such shares which at the establishment of such series are not prohibited by law.
LEGAL MATTERS
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 in accordance with the Plan,
will be 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
1,135,226 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
11
<PAGE> 14
shares which are 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.
EXPERTS
The consolidated financial statements and financial statement schedule
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, incorporated by
reference herein, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in auditing and accounting. The
reports of KPMG Peat Marwick LLP covering the December 31, 1994 and 1993
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.
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 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.
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.
12
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of expenses (all but the
registration fee are estimates) of the Company in connection with the issuance
and sale of the shares of Common Stock being registered.
<TABLE>
<S> <C>
Registration fee . . . . . . . . . . . . . . . . . . . . . $ 2,785
Printing . . . . . . . . . . . . . . . . . . . . . . . . . 1,800
Blue Sky fees and expenses . . . . . . . . . . . . . . . . 1,500
Transfer agent and registrar fees and expenses . . . . . . 1,000
Legal fees and expenses . . . . . . . . . . . . . . . . . 2,500
Accounting fees and expenses . . . . . . . . . . . . . . . 1,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 1,000
-------
Total: . . . . . . . . . . . . . . . . . . . . . . $11,585
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
The information required by this item is furnished in the Prospectus
under the caption "Indemnification of Directors and Officers" and is
incorporated herein by this reference.
Item 16. Exhibits
<TABLE>
<CAPTION>
=======================================================================================================
EXHIBIT NO.
(PER REGULATION S-K, SEQUENTIALLY
EXHIBIT TABLE) EXHIBIT NUMBERED PAGE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
4(a) Zions Bancorporation Dividend Reinvestment and Common Incorporated by
Stock Purchase Plan Reference
- -------------------------------------------------------------------------------------------------------
4(b) Zions Bancorporation Amendment to Dividend Reinvestment Incorporated by
and Common Stock Purchase Plan Reference
- -------------------------------------------------------------------------------------------------------
4(c) Second Amendment to Zions Bancorporation Dividend Incorporated by
Reinvestment and Common Stock Purchase Plan Reference
- -------------------------------------------------------------------------------------------------------
4(d) Third Amendment to Zions Bancorporation Dividend
Reinvestment and Common Stock Purchase Plan 19
- -------------------------------------------------------------------------------------------------------
5 Opinion Regarding Legality by Callister Nebeker &
McCullough 20
- -------------------------------------------------------------------------------------------------------
24(a) Consent of KPMG Peat Marwick LLP 21
- -------------------------------------------------------------------------------------------------------
24(b) Consent of Callister Nebeker & McCullough 22
=======================================================================================================
</TABLE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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 - 1
<PAGE> 16
(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 (a)(1)(i)
and (a)(1)(ii) do not apply if 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 this
Registration Statement.
(2) 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 bona
fide offering thereof.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report 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 bona fide offering thereof.
II - 2
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in Salt Lake City, 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 on the 25th day of April , 1995.
<TABLE>
<S> <C>
/s/ Roy W. Simmons /s/ Gary L. Anderson
- ------------------------------------- ------------------------------------------
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
- ------------------------------------- ------------------------------------------
Harris H. Simmons, President, Chief Walter E. Kelly, Controller
Executive Officer, and Director
- ------------------------------------- ------------------------------------------
Jerry C. Atkin, Director Robert G. Sarver, Director
/s/ Grant R. Caldwell
- ------------------------------------- ------------------------------------------
Grant R. Caldwell, Director L.E. Simmons, Director
/s/ R.D. Cash /s/ I.J. Wagner
- ------------------------------------- ------------------------------------------
R.D. Cash, Director I.J. Wagner, Director
/s/ Dale W. Westergard
- ------------------------------------- ------------------------------------------
Richard H. Madsen, Director Dale W. Westergard, Director
- -------------------------------------
Robert B. Porter, Director
</TABLE>
II-3
<PAGE> 18
EXHIBITS INDEX
<TABLE>
<CAPTION>
==============================================================================================================
EXHIBIT NO.
(PER REGULATION S-K, SEQUENTIALLY
EXHIBIT TABLE) EXHIBIT NUMBERED PAGE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
4(a) Zions Bancorporation Dividend Reinvestment and Common Incorporated by
Stock Purchase Plan Reference from Exhibit
4(a) from Registrant's
Registration Statement
on Form S-3 (file no. 33-
52586) filed September
29, 1992
- --------------------------------------------------------------------------------------------------------------
4(b) Zions Bancorporation Amendment to Dividend Reinvestment Incorporated by
and Common Stock Purchase Plan Reference from Exhibit
4(b) from Registrant's
Registration Statement
on Form S-3 (file no. 33-
52586) filed September
29, 1992
- --------------------------------------------------------------------------------------------------------------
4(c) Second Amendment to Zions Bancorporation Dividend Incorporated by
Reinvestment and Common Stock Purchase Plan Reference from Exhibit
4(c) from Registrant's
Registration Statement
on Form S-3 (file no. 33-
52586) filed September
29, 1992
- --------------------------------------------------------------------------------------------------------------
4(d) Third Amendment to Zions Bancorporation Dividend 19
Reinvestment and Common Stock Purchase Plan
- --------------------------------------------------------------------------------------------------------------
5 Opinion Regarding Legality by Callister Nebeker & 20
McCullough
- --------------------------------------------------------------------------------------------------------------
24(a) Consent of KPMG Peat Marwick LLP 21
- --------------------------------------------------------------------------------------------------------------
24(b) Consent of Callister Nebeker & McCullough 22
==============================================================================================================
</TABLE>
II - 4
<PAGE> 1
EXHIBIT 4(d)
THIRD AMENDMENT TO
ZIONS BANCORPORATION DIVIDEND REINVESTMENT
AND COMMON STOCK PURCHASE PLAN
The Zions Bancorporation Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") is hereby amended to increase the number of shares of
Common Stock of Zions Bancorporation which may be offered and sold to
participants in the Plan from 400,000 (as authorized in a prior amendment) to
600,000.
II - 5
<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 Dividend Reinvestment and Common Stock Purchase
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 Dividend Reinvestment and
Common Stock Purchase 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
II - 6
<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
incorporated herein by reference, and to the reference to our firm under the
heading "Experts" in the prospectus. Our reports 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 25, 1995
II - 7
<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 Dividend Reinvestment and Common Stock Purchase 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
Dividend Reinvestment and Common Stock Purchase 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
II - 8
