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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
MACC Private Equities Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
552 617 102
--------------------------------------
(CUSIP Number)
W. David Hemingway,
Zions Bancorporation,
1380 Kennecott Building,
Salt Lake City, Utah 84133
(801) 524-4787
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 16, 1996
--------------------------------------
(Date of Event which
Requires Filing of this
Statement)
If a filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ x ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 552 617 102
- ---------------------
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
Zions Bancorporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(87-0227400)
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 72,565
SHARES --------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH --------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 72,565
WITH --------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
72,565
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC, CO
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $0.01 par value ("Common
Stock"), of MACC Private Equities Inc., a Delaware corporation (the "Company"),
the principal executive offices of which are located at 101 Second Street, S.E.,
Suite 800, Cedar Rapids, Iowa 52401.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This statement is being filed by Zions Bancorporation
("Zions"), a Utah corporation registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended (the "BHC Act"). The principal
business offices of Zions are located at 1380 Kennecott Building, Salt Lake
City, Utah 84133. Zions 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 ("ZFNB"), Nevada State Bank and National
Bank of Arizona. The names of the directors and executive officers of Zions and
their respective business addresses, citizenship and present principal
occupations or employment, as well as the names, principal businesses and
addresses of any corporations or other organizations in which such employment is
conducted, are set forth on Schedule I hereto, which Schedule is incorporated
herein by reference.
(d) Neither Zions nor, to the best of its knowledge, any of the persons
listed in Schedule I hereto has during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Zions nor, to the best of its knowledge, any of the persons
listed in Schedule I hereto has during the last five years been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
of such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds required to purchase the 72,565 shares of Common Stock were
$728,188.87. These funds were derived from working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a)-(j) Subject to market conditions and developments with respect to
the Company, Zions may purchase up to 25% of the outstanding shares of Common
Stock in the open market or in privately negotiated transactions, to the extent
permitted by the BHC and federal securities laws. The transaction reported
hereunder is intended to assist in the achievement of that purpose.
As described under Item 6 below, the Company has agreed to use its
reasonable best efforts to cause a nominee of Zions to serve on the Company's
board of directors commencing at its annual meeting in 1997.
As described under Item 6 below, the Company has agreed with Zions to
contribute to MorAmerica Capital Corporation ("MorAmerica Capital"), a wholly
owned subsidiary of the Company, additional capital in the amount of
approximately $2,500,000 and not to make any investments other than in
MorAmerica Capital and other debt and equity investments of the kind and amount
eligible for investment by a national bank.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Zions currently owns 72,565 shares of Common Stock, which Zions
believes represents approximately 7.2% of the outstanding shares of Common
Stock.
(b) Zions has sole power to vote and sole power to direct the
disposition of each share of Common Stock owned by it.
(c) Pursuant to the Agreement described in Item 6, on May 16, 1996,
Zions purchased from the Company 20,000 newly issued shares of Common Stock at a
per share price of $17.70. On May 20, 1996, Zions purchased an additional 3,500
shares of Common Stock on the open market at an average price per share of
$9.79. To the best knowledge of Zions, none of the persons listed on Schedule I
hereto has effected any transactions in Common Stock during the past 60 days.
(d) Not applicable.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On May 13, 1996, Zions and the Company entered into an agreement (the
"Agreement") pursuant to which the Company issued and sold to Zions 20,000
shares of its Common Stock for an aggregate purchase price of $354,000. The
following discussion of the material provisions of the Agreement is limited and
qualified by the terms of the Agreement, which is included as an exhibit hereof.
The Agreement provides for the issuance of 20,000 shares of Common
Stock to Zions at a per share price equal to the current net asset value per
share as reported in the Company's Quarterly Report on Form 10-Q (the "Form
10-Q") for the three months ended March 31, 1996, which value has been
determined to be $17.70 per share. The Form 10-Q was filed with the Securities
and Exchange Commission on May 15, 1996.
The Agreement also requires the Company to use its reasonable best
efforts to cause a nominee of Zions to serve on the Company's board of directors
commencing on the date of the Company's Annual Meeting of Shareholders to be
held during February, 1997. Provisions of the Agreement also limit the ability
of Zions to increase its ownership of Common Stock above 25% of issued and
outstanding shares without the prior approval of the Company's Board of
Directors.
In order to comply with federal regulations applicable to permissible
investments by banks and bank holding companies, and to maximize the Company's
ability to leverage the capital of MorAmerica Capital, the Agreement requires
the Company to contribute to MorAmerica Capital additional capital in the amount
of approximately $2,500,000. In addition, the Company has agreed with Zions not
to make any investments other than in MorAmerica Capital and other debt and
equity investments of the kind and amount eligible for investment by a national
bank.
Together with Zions' existing holdings of Common Stock acquired through
open market purchases, after the closing of its purchase under the Agreement on
May 16, 1996, Zions owned approximately 72,565 shares, equal to approximately
7.2% of the issued and outstanding shares of Common Stock. The Agreement
contemplates that some or all of Zions' total holdings of Common Stock may be
transferred to ZFNB or one of ZFNB's operating subsidiaries.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement, dated as of May 13, 1996, by and between Zions
Bancorporation and MACC Private Equities Inc.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I hereby
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 23, 1996
ZIONS BANCORPORATION
By: /s/ Gary L. Anderson
----------------------------
Name: Gary L. Anderson
Title: Senior Vice President, Chief
Financial Officer and
Secretary
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
ZIONS BANCORPORATION
The names, business addresses and present principal occupations of the
directors and executive officers of Zions Bancorporation ("Zions") are set forth
below. If no business address is given, the director's or officer's business
address is 1380 Kennecott Building, Salt Lake City, Utah 84133. The business
address of each of the directors of Zions is also the business address of such
director's employer, if any. All directors and officers listed below are
citizens of the United States.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment and Address
- ---- ------------------------------------------------------
<S> <C>
Gary L. Anderson Senior Vice President, Chief Financial Officer and
Secretary of Zions. Executive Vice President and
Secretary of the Board of Directors of Zions First
National Bank.
Jerry C. Atkin Director of Zions. Chairman, President and Chief
Executive Officer, SkyWest Airlines, 444 S. River Road,
St. George, Utah 84770.
Danne L. Buchanan Senior Vice President of Zions. President of Zions
Data Service Company.
Grant R. Caldwell Director of Zions. Retired, former Partner, KPMG Main
Hurdman, Salt Lake City, Utah.
R. Don Cash Director of Zions. Chairman, President and Chief
Executive Officer of Questar Corporation, 180 East 100
South, Salt Lake City, Utah 84111. Director, Zions
First National Bank.
Gerald J. Dent Senior Vice President of Zions. Executive Vice
President of Zions First National Bank.
John J. Gisi Senior Vice President of Zions. Chairman and Chief
Executive Officer of National Bank of Arizona.
Mark B. Hinckley Senior Vice President of Zions.
George Hofmann III Senior Vice President of Zions. President and Chief
Executive Officer of Nevada State Bank.
Richard H. Madsen Director of Zions. President and Chief Executive
Officer, ZCMI, 2200 South 900 West, Salt Lake City,
Utah 84137.
Roger B. Porter Director of Zions. IBM Professor of Business and
Government, Harvard University, 79 John F. Kennedy
Street, Cambridge, Massachusetts 02138.
Robert G. Sarver Director of Zions. Executive Director, Southwest Value
Partners and affiliates, 8160 N. Hayden Road, Building
J-208, Scottsdale, Arizona 85258. Chairman and Chief
Executive Officer, G B Bancorporation.
Harris H. Simmons President and Chief Executive Officer of Zions.
President, Chief Executive Officer and Director, Zions
First National Bank. Director, Questar Corporation.
</TABLE>
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<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment and Address
- ---- ------------------------------------------------------
<S> <C>
L.E. Simmons Director of Zions. President, SCF Investment Partners
and L.E. Simmons & Associates, Inc., 6600 Texas
Commerce Tower, Houston, Texas 77002.
Roy W. Simmons Chairman of the Board of Directors of Zions. Chairman
of the Board of Directors of Zions First National Bank.
Member of the Board of Directors of Beneficial Life
Insurance Co. Director, Ellison Ranching Co.
I.J. Wagner Director of Zions. President, The Keystone Company,
910 Kennecott Building, Salt Lake City, Utah 84133.
Dale W. Westergard Director of Zions. Retired former Executive Vice
President of Zions. Director, Zions First National
Bank.
</TABLE>
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EXHIBIT INDEX
1. Agreement, dated as of May 13, 1996, by and between Zions
Bancorporation and MACC Private Equities Inc.
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<PAGE> 1
EXHIBIT 1
AGREEMENT
AGREEMENT between Zions Bancorporation, a Utah corporation
("Investor"), and MACC Private Equities Inc., a Delaware corporation ("Parent"),
dated as of May 13, 1996.
Recitals
A. Investor is a bank holding company registered with the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act of
1956, as amended (the "BHC Act"). As of the date hereof, Investor (together with
one or more affiliates of Investor) owns 49,065 shares of the issued and
outstanding common stock $0.01 par value (the "Common Stock") of Parent.
Pursuant to the BHC Act, bank holding companies in general are prohibited from
acquiring the voting shares of any nonbanking company in excess of 5% of that
company's outstanding voting shares. Under the BHC Act there is an exception
from this prohibition to permit bank holding companies to acquire shares which
"are of the kinds and amounts eligible for investment" by national banks (BHC
Act Section 4(c)(6)). Subject to certain limitations, national banks are
permitted to invest in small business investment companies within the meaning of
the Small Business Investment Act of 1958, as amended (the "SBI Act").
B. As of the date hereof, (i) there are issued and outstanding 994,813
shares of Common Stock, (ii) Parent owns all of the issued and outstanding stock
of MorAmerica
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<PAGE> 2
Capital Corporation, an Iowa corporation (the "SBIC"), which is a small business
investment company under the SBI Act and (iii) the only activity in which Parent
is engaged is acting as a business development company, principally through the
ownership and management of the SBIC.
C. Investor is willing to acquire the Shares of Parent pursuant to this
Agreement, resulting in its ownership of more than 5% of the issued and
outstanding Common Stock of Parent, based upon the representations, warranties
and agreements of Parent set forth in this Agreement.
D. Parent is willing to sell the Shares of Parent pursuant to this
Agreement, based upon the representations, warranties and agreements of Investor
set forth in this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Purchase of Shares. Subject to the terms and conditions
contained herein, Investor hereby agrees to purchase (the "Purchase") from
Parent, and Parent agrees to sell to Investor, 20,000 shares (the "Shares") of
Common Stock for a cash price (the "Purchase Price") per share equal to the net
assets per share of the Common Stock as of March 31, 1996 as reported in
Parent's Form 10-Q for the period ended as of that date ("Book Value").
Section 2. Conduct Pending the Purchase. During the period from March
31, 1996 to the time of the Purchase, Parent shall (i) conduct its business in
the usual, regular
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<PAGE> 3
and ordinary course consistent with past practice and (ii) not adjust, split,
combine or reclassify the Common Stock; make, declare or pay any dividend or
make any other distribution on, or, except for a price less than Book Value,
directly or indirectly redeem, purchase or otherwise acquire any shares of
Common Stock; or grant any person any right to acquire Common Stock for less
than Book Value.
Section 3. Representations and Warranties.
(a) Investor represents and warrants that (i) the information with
respect to it set forth in the recitals is true and correct, (ii) the execution
and delivery of this Agreement have been duly and validly authorized by all
necessary corporate action on its part, (iii) this Agreement represents the
valid and legally binding obligation of Investor, enforceable against Investor
in accordance with its terms, (iv) Investor is an "accredited investor" as
defined in Regulation D under the Securities Act of 1933, as amended (an
"Accredited Investor"), and (v) subject to the terms of Section 14 hereof,
Investor is acquiring the Shares for investment and not with a view to their
distribution.
(b) Parent represents and warrants that (i) the information with
respect to it and the SBIC set forth in the recitals is true and correct, (ii)
the execution and delivery of this Agreement have been duly and validly
authorized by all necessary corporate action on its part, (iii) this Agreement
represents the valid and legally
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<PAGE> 4
binding obligation of Parent, enforceable against Parent in accordance with its
terms, (iv) Parent's audited consolidated financial statements as of September
30, 1995 and for the year then ended, a copy of which has been delivered to
Investor, fairly present the financial position and results of operation of
Parent as of and for the year then ended, (v) other than as disclosed in
Parent's Forms 10-Q for the periods ended December 31, 1995 and March 31, 1996,
copies of which have been delivered to Investor, since September 30, 1995, there
has not been any change in the business, assets, financial condition or results
of operations of Parent or the SBIC that, individually, or in the aggregate,
would have a material adverse effect on Parent and the SBIC, taken as a whole,
(vi) upon payment of the Purchase Price, the Shares will be voting Common Stock,
duly authorized, validly issued, fully paid and nonassessable, and (vii) the
issuance of the Shares is exempt from registration under the Securities Act of
1933 and the registration or qualification, if required, of the Shares pursuant
to applicable state securities laws has been obtained.
Section 4. Parent Covenants. In consideration of Investor's purchase of
the Shares at a price substantially in excess of their market price, and to
induce Investor to acquire the Shares, which will cause Investor to own more
than 5% of the outstanding Common Stock, and so long as
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<PAGE> 5
Investor owns more than 5% of the Common Stock, Parent agrees that it will not
(a) engage in any activities other than holding (i) the equity securities of the
SBIC, (ii) any other equity security of the kinds and amounts eligible for
investment by a national bank, and (iii) short term investments in short term
treasury bills, insured certificates of deposit in principal amounts not to
exceed $100,000, U.S. government agency securities backed by the full faith and
credit of the federal government with maturities not to exceed one year,
commercial paper rated no less than A-1 or P-1 or any equivalent rating, high
quality repurchase contracts relating to government backed securities, and money
market funds investing primarily in short term U.S. government securities
(collectively, "Permitted Investments"), which term shall include, following the
transfer of Parent's Common Stock contemplated by Section 14 hereof, (iv) any
other investments of the kinds and amounts eligible for investment by national
banks pursuant to 12 C.F.R. Section1, and (v) any loan or debt instrument which
could be originated or purchased by a national bank, in each case so long as
such are consistent with applicable regulatory requirements; and (b) make any
investment other than in the SBIC and the short term investments specified in
clause (iii), except upon giving not less than 30 days' prior notice to
Investor. If Investor notifies Parent during such 30-day period that the
Page 14 of 21
<PAGE> 6
proposed investment is not a Permitted Investment, Parent agrees that it will
not make such investment.
Section 5. Investor Covenants. Investor agrees that nothing herein
shall preclude Parent from entering into an agreement to merge or consolidate
with an entity engaged in activities which are not limited to the holding of
Permitted Investments; provided, however, that Parent shall not consummate such
merger or consolidation without giving Investor at least 90 days' prior notice.
Section 6. Closing. Subject to the terms and conditions contained
herein, Investor agrees to deliver the Purchase Price for the Shares to Parent
not later than 1:00 p.m. (Central daylight time) on the second business day
after filing of Parent's Form 10-Q for the period ended March 31, 1996, which
must be filed, at the latest, on May 15, 1996 (the "Closing Date") by wire
transfer in immediately available funds to such account as Parent shall specify,
against delivery to Investor of one or more certificates representing the
Shares, which certificates shall be registered in the name of Investor or
Investor's nominee.
Section 7. Conditions. (a) The obligation of Investor to purchase the
Shares is subject to (i) the accuracy of the representations and warranties on
the part of Parent contained herein as of the Closing Date, (ii) the
contribution by Parent to the SBIC, subsequent to March 31,
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<PAGE> 7
1996 and on or before the Closing Date, of all cash, short term investments and
other investments of Parent other than the cash and short term investments in
the amount reasonably estimated by Parent to be necessary (x) for 24 months
operating expenses, (y) to purchase up to 50,000 shares of Common Stock from
holders of less than 100 such shares pursuant to its previously announced
odd-lot purchase program and (z) to fund settlement of pending personal injury
litigation against a subsidiary; provided, that the amount of such contribution
to the SBIC shall be not less than $2,500,000, (iii) evidence that assets not
permitted to be held directly by Parent pursuant to Section 4(i)-(iii) have been
contributed to the SBIC and (iv) the performance by Parent in all material
respects of its obligations contained herein, which accuracy, contribution and
performance shall be confirmed by an officer's certificate of Parent dated the
Closing Date.
(b) The obligation of Parent to issue and sell the Shares is subject to
the accuracy of the representations and warranties on the part of Investor
contained herein as of the Closing Date, which shall be confirmed by an
officer's certificate of Investor dated the Closing Date.
Section 8. Notices. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
by hand, by facsimile transmission, or by registered or certified mail,
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<PAGE> 8
postage prepaid, to the persons at the addresses or facsimile numbers set forth
below (or at such other address or facsimile number as may be provided
hereunder), and shall be deemed to have been delivered as of the date so
delivered if by hand or by facsimile (in either case with confirmation of
receipt) or the date so received if by mail:
If to Investor:
Zions Bancorporation
1380 Kennecott Building
Salt Lake City, Utah 84133
Attention: W. David Hemingway
Facsimile: (801) 524-4659
If to Parent:
MACC Private Equities, Inc.
101 Second Street S.E., Suite 800
Cedar Rapids, Iowa 52401
Facsimile: 319-363-9683
Attention: Paul M. Bass, Jr., Chairman
With a copy to:
David E. Gardels, Esq.
Dixon, Dixon & Jessup Ltd., LLP
Suite 1800
One First National Center
Omaha, Nebraska 68102-1504
Facsimile: (402) 345-3341
Section 9. Specific Performance. Parent acknowledges and agrees that
the failure of Parent to fulfill any of its covenants and agreements contained
herein will cause irreparable injury to Investor for which damages, even if
available, will not be an adequate remedy. Accordingly, Parent hereby consents
to the issuance of injunctive relief
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<PAGE> 9
by any court of competent jurisdiction to compel performance of Parent's
obligations and to the granting by any such court of the remedy of specific
performance by the Parent of its obligations hereunder.
Section 10. Limit on Investment. Investor agrees that, without the
prior approval of Parent's board of directors, it will not purchase any Common
Stock if, after giving effect to such purchase, Investor would own in excess of
25% of Parent's outstanding Common Stock. Parent agrees to use its reasonable
best efforts to cause a nominee of Investor to serve on Parent's board of
directors commencing with the annual meeting to be held in 1997.
Section 11. Governing Law. This Agreement shall in all respects be
governed by, and construed in accordance with, the laws of the State of
Delaware.
Section 12. Arbitration. Any dispute, controversy or claim arising out
of or based upon the terms of this Agreement or any transaction contemplated
herein shall be settled exclusively and finally by binding arbitration in Salt
Lake City, Utah. Upon written demand for arbitration by any party hereto, the
parties to the dispute shall confer and attempt in good faith to agree upon one
arbitrator to be selected from panels maintained by the American Arbitration
Association (or any successor organization). If the parties have not agreed upon
an arbitrator within 30 days after receipt of such written demand, each party to
the dispute
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<PAGE> 10
shall appoint one arbitrator and those two arbitrators shall agree upon a third
arbitrator. The binding arbitration shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (or any
successor organization) and shall be binding upon the parties. Judgment upon an
arbitration award may be entered in any court having jurisdiction. The Federal
Arbitration Act shall apply to the construction, interpretation and enforcement
of this arbitration provision.
Section 13. Termination; Survival. On or before the Closing Date, this
Agreement may be terminated by the mutual consent of both parties. After the
Closing Date, this Agreement may be terminated by mutual consent of the parties
or by either party upon 30 days' prior notice to the other; provided, that no
such termination by one party shall be effective unless and until Investor owns
5% or less of the Common Stock. The representations and warranties and
agreements of the parties set forth herein shall survive the Closing Date.
Section 14. Transfer to Bank. Investor will use its reasonable efforts
to obtain necessary regulatory approval or non-objection to transfer Parent's
Common Stock to Investor's wholly-owned subsidiary, Zions First National Bank, a
national banking association ("Bank"), or an operating subsidiary of Bank and
will complete such transfer
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<PAGE> 11
within a reasonable time after such approval or non-objection. Promptly after
the execution of this Agreement, Bank expects to file an appropriate notice with
the Office of the Comptroller of the Currency to permit such transfer. Parent
agrees that (a) Investor may transfer its ownership in the Common Stock to Bank
(or an operating subsidiary thereof), and (b) following such transfer, Bank
shall be, and shall be deemed to be, substituted for Investor hereunder without
any further action by the parties hereto (except that Bank shall notify Parent
promptly after such transfer occurs). Investor represents, warrants and agrees
that Bank or any such operating subsidiary is, or at the time of acquisition of
the Shares will be, an Accredited Investor, and that the acquisition by Bank or
any such operating subsidiary of the Shares will be for investment and not with
a view to their distribution.
Section 15. Miscellaneous.
(a) This Agreement may be amended only by a writing executed by the
parties hereto.
(b) This Agreement may be executed in counterparts, each of which shall
be an original, with the same effect as if the signatures had been on the same
instrument.
(c) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns,
except that, subject to the provisions of Section 14 hereof, neither
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<PAGE> 12
party may assign or otherwise transfer any of its rights or duties under this
Agreement without the prior written consent of the other party.
IN WITNESS WHEREOF, Investor and Parent have caused this Agreement to
be signed by their respective officers thereunto duly authorized, all as of the
date first written above.
ZIONS BANCORPORATION
By: /s/ Gary L. Anderson
---------------------------
Gary L. Anderson
Senior Vice President
MACC PRIVATE EQUITIES INC.
By: /s/ Paul M. Bass, Jr.
---------------------------
Paul M. Bass, Jr.
Chairman
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