SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zions Bancorporation
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(Exact Name of Registrant as Specified in Its Charter)
Utah
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(State or Other Jurisdiction of Incorporation or Organization)
87-0227400
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(I.R.S. Employer Identification Number)
One South Main Street, Suite 1380
Salt Lake City, Utah 84111
801/524-4787
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Copies to:
Harris H. Simmons Brian D. Alprin, Esq.
President and Chief Executive Officer Laurence S. Lese, Esq.
Zions Bancorporation Metzger, Hollis, Gordon & Alprin
One South Main Street, Suite 1380 1275 K Street, N.W., Suite 1000
Salt Lake City, Utah 84111 Washington, D.C. 20005
801/524-4787 202/842-1600
- -----------------------------------
(Name, Address, Including Zip Code, and
Telephone Number, Including
Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public: as
soon as practicable after effectiveness of the registration statement
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
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. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]-------------
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]_____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Maximum Aggregate Amount Of
Title Of Shares To Be Amount To Be Aggregate Price Offering Price Registration
Registered Registered Per Unit(1) Fee(1)
---------- ---------- ----------- ------------- ------
common stock, no par value 20,250 $123.50 $2,500,875 $757.84
=============================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the registration fee has been determined on
the basis of the average of the high and low prices of Zions common
stock as reported on the National Market System of NASDAQ on February
5, 1997, a date within five business days prior to the date of filing
the registration statement.
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
ZIONS BANCORPORATION
Cross Reference Sheet
(as required by Item 501(b)(4)
of Regulation S-K)
<TABLE>
<CAPTION>
Form S-3 Item Caption(s) or Location
Number and Caption in Prospectus
- ------------------ -------------
<S> <C> <C>
Item 1. Forepart of Registration Statement Facing Page; Outside Front Cover Page of
and Outside Front Cover Page of Prospectus
Prospectus.
Item 2. Inside Front and Outside Back Inside Front and Outside Back Cover Page of
Cover Page of Prospectus. Prospectus; Available Information;
Incorporation of Certain Documents by
Reference
Item 3. Summary Information, Risk Factors The Company
and Ratio of Earnings to Fixed
Charges.
Item 4. Use of Proceeds. Use of Proceeds
Item 5. Determination of Offering Price. Not applicable
Item 6. Dilution. Not applicable
Item 7. Selling Security Holders. Selling Stockholder
Item 8. Plan of Distribution. Plan of Distribution
Item 9. Description of Securities to be Description of Capital Stock
Registered.
Item 10. Interest of Named Experts and Not applicable
Counsel.
Item 11. Material Changes. Recent Developments
Item 12. Incorporation of Certain Information Incorporation of Certain Documents by
by Reference. Reference
Item 13. Disclosure of Commission Position Part II. Item 15 of Registration Statement
on Indemnification for Securities
Act Liabilities.
</TABLE>
<PAGE>
PROSPECTUS
20,250 Shares
Common Stock (no par value)
Zions Bancorporation
This Prospectus covers the offering for resale of 20,250 shares (the
"Shares") of common stock, no par value (the "Common Stock"), of Zions
Bancorporation, a Utah corporation ("Zions"), which may be offered from time to
time by the Selling Stockholder named herein under "Selling Stockholder." Zions
will receive no part of the proceeds of sales made hereunder. None of the Shares
have been registered prior to the filing of the Registration Statement of which
this Prospectus is part.
The Common Stock is quoted on the National Market System of the
National Association of Securities Dealers Automated Quotation System ("Nasdaq")
under the symbol "ZION." On __________, 1997, the last reported sale price of
the Common Stock was $_____ per share.
The Shares may be offered by the Selling Stockholder for sale from time
to time through broker-dealers on the National Market System of Nasdaq, or
otherwise, at prices then obtainable. The Selling Stockholder and any broker
executing selling orders on behalf of the Selling Stockholder may be deemed to
be underwriters within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"). Commissions received by any such broker may be deemed to
be underwriting commissions under the Securities Act. See "Plan of
Distribution."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR BANK DEPOSITS, ARE NOT
OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF ZIONS AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
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<PAGE>
<TABLE>
<CAPTION>
Initial Public Underwriting Proceeds to
Offering Price Commissions(1) Selling Stockholder(1)
-------------- -------------- ----------------------
<S> <C> <C> <C>
Per Share............. $ $ -0- $
Total................. $ $ -0- $
</TABLE>
(1) The Selling Stockholder will sell the Shares from time to time at the
market through broker-dealers on the National Market System of Nasdaq,
or through privately-negotiated transactions, at prices then
obtainable. The Selling Stockholder will pay all transaction costs
associated with effecting any sales that occur.
---------------
The date of this Prospectus is ____________, 1997.
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<PAGE>
AVAILABLE INFORMATION
Zions is subject to the information reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and 1801 California Street, Suite 4800, Denver,
Colorado 80202. Copies of all or part of such materials may also be obtained at
prescribed rates from the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. In addition, the Commission maintains a Web site at
http://www.sec.gov that contains reports, proxy statements and other
information. Such material also can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
Zions has filed with the Commission a registration statement (which
term shall encompass any amendments thereto) on Form S-3 under the Securities
Act with respect to the securities offered hereby (the "Registration
Statement"). This Prospectus, which constitutes part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information with respect to Zions and the securities offered by this
Prospectus, reference is made to the Registration Statement, including the
exhibits thereto, and the financial statements and notes thereto filed or
incorporated by reference as a part thereof, which are on file at the offices of
the Commission and may be obtained upon payment of the fee prescribed by the
Commission, or may be examined without charge at the offices of the Commission.
Statements made in the Prospectus concerning the contents of any document
referred to herein are not necessarily complete, and, in each such instance, are
qualified in all respects by reference to the applicable documents filed with
the Commission. The Registration Statement and the exhibits thereto filed by
Zions with the Commission may be inspected and copied at the locations described
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Zions with the Commission pursuant to
the Exchange Act (Commission File No. 0-2610) are incorporated herein by
reference:
(a) Zions' annual report on Form 10-K for the year ended December 31,
1995;
(b) Zions' quarterly reports on Form 10-Q for the quarters ended March
31 1996, June 30, 1996, and September 30, 1996;
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<PAGE>
(c) Zions' current reports on Form 8-K filed on October 11, 1996 and
December 30, 1996; and
(d) the description of Zions' Common Stock contained in Zions'
registration statement pursuant to Section 12(g) of the Exchange Act on Form
8-A, filed on October 11, 1996.
All documents filed by Zions pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the filing of a post-effective amendment that indicates the termination of this
offering shall be deemed to be incorporated in this Prospectus by reference and
to be a part hereof from the date of filing of such documents.
Any statements contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Zions will provide, without charge to each person to whom this
Prospectus has been delivered, a copy of any or all of the documents referred to
above that have been or may be incorporated by reference herein other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference therein). Requests for such copies should be directed to Zions
Bancorporation, One South Main Street, Suite 1380, Salt Lake City, Utah 84111,
attention: Dale M. Gibbons, Senior Vice President and Chief Financial Officer.
Telephone requests may be directed to 801/524-4787.
ZIONS
Zions Bancorporation ("Zions") is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended, and organized under the
laws of Utah, engaged primarily in the commercial banking business through its
banking subsidiaries. Zions is the second largest bank holding company
headquartered in Utah. Zions First National Bank, Salt Lake City, Utah ("Zions
Bank"), founded in 1873, is a wholly-owned subsidiary of Zions (except for
directors' qualifying shares) and as of September 30, 1996 and December 31, 1996
had 99 offices located throughout the state of Utah, plus one foreign office,
for a total of 100 banking offices, including its Head Office. Zions Bank is the
second largest commercial banking organization headquartered in the state of
Utah. Zions also owns Nevada State Bank, Las Vegas, Nevada, and National Bank of
Arizona, Tucson, Arizona ("NBA"). Nevada State Bank, with 25 banking offices in
Nevada, is the fifth largest commercial bank in Nevada. NBA currently has 17
offices in Arizona and is the fifth largest commercial bank in Arizona. At
September 30, 1996 Zions had total consolidated assets of $6.78 billion,
deposits of $4.57 billion, and shareholders' equity of $490.49 million.
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<PAGE>
Zions' principal executive offices are at One South Main Street, Suite
1380, Salt Lake City, Utah 84111 (telephone: 801/524-4787). For further
information about the business and operations of Zions, reference is made to
Zions' reports incorporated herein by reference. See "Incorporation of Certain
Documents by Reference."
USE OF PROCEEDS
Zions will not receive any of the proceeds from the sale of the Shares
by the Selling Stockholder. Zions will pay all expenses incurred in connection
with this public offering of the Shares. The Selling Shareholder will pay all
transaction costs associated with effecting any sales of the Shares that occur.
RECENT DEVELOPMENTS
Acquisition and Other Developments
On November 19, 1996, Zions and Aspen Bancshares, Inc., a Colorado
corporation ("Aspen"), entered into an agreement and plan of reorganization
under which Aspen would merge with Zions in exchange for Common Stock. The
transaction is valued at approximately $75 million. The parties anticipate to
close the transaction late in the first quarter or early in the second quarter
of 1997. With assets of approximately $450 million, Aspen is the largest banking
company headquartered in western Colorado. It operates eleven offices in the
state of Colorado and one in Farmington, New Mexico. Its banking units are
Pitkin County Bank and Trust Company, Centennial Savings Bank, F.S.B., and
Valley National Bank of Cortez.
From time-to-time, Zions investigates and holds discussions with other
banks and financial service entities. At the date hereof, Zions has not entered
into any agreements or understandings with respect to any significant
transactions.
On November 1, 1996, Zions redeemed in full at par $4 million principal
amount of its 9% subordinated notes. The notes had a maturity date of November
1, 1998.
In December 1996, Zions Institutional Capital Trust A, a subsidiary of
Zions Bank created as a Delaware statutory business trust, issued $200 million
of 8.536% trust preferred securities, commonly known as "QUIPS," in a private
sale. The securities pay interest semiannually and mature on December 15, 2026.
The proceeds from the sale were used to acquire junior subordinated debentures
of Zions Bank. Zions Bank will use the funds for general corporate purposes.
Financial Results for the Year Ended December 31, 1996
Consolidated net income for the year ended December 31, 1996 was $101.3
million or $6.84 per share, an increase of 24.6% and 23.7%, respectively, over
the $81.3 million or $5.53 per share earned in 1995. For the quarter ended
December 31, 1996, net income was $26.9
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<PAGE>
million or $1.80 per share, an increase of 19.3% and 17.6%, respectively, over
the $22.5 million or $1.53 per share earned in the fourth quarter of 1995.
For 1996, deposits increased 11.1% to $4.55 billion from $4.10 billion
for 1995. Tax-equivalent interest income for the year ended December 31, 1996
increased by 15.1% to $267.6 million from $232.4 million for 1995. The interest
margin increased in 1996 by six basis points to 4.56%. Noninterest income for
1996 was $110.9 million, an increase of 26.0% over $88.0 million in 1995.
Nonperforming assets increased to 0.36% of loans and other real estate
at December 31, 1996 from 0.33% as at December 31, 1995, whereas the ratio of
net change-offs to average loans and leases was 0.12% at year end 1996 compared
to 0.10% at year end 1995. At $65.3 million, the allowance for loan losses was
more than four times nonperforming loans; at year end 1995 the allowance for
loan losses was $67.6 million.
Shareholders' equity at December 31, 1996 was $507.5 million, an
increase of 18.4% over the $428.5 million shareholders' equity at year end 1995.
Book value per share was $34.45 at December 31, 1996 compared to $29.44 per
share for year end 1995, an increase of 17.0%.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is traded on the National Market System of Nasdaq
under the symbol "ZION." The following table sets forth the high and low bid
quotations for the Common Stock for the periods indicated, in each case as
reported by Nasdaq, and the cash dividends per share declared on the Common
Stock for such periods. Such over-the-counter market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions, and may
not necessarily represent actual transactions.
Quarterly Bid
Price Range Cash
----------- Dividends
High Low Declared
---- --- --------
1994
First Quarter.......................... $39.75 $36.50 $ .28
Second Quarter......................... 42.00 37.00 .28
Third Quarter.......................... 40.63 38.50 .30
Fourth Quarter......................... 39.25 33.50 .30
------
$ 1.16
======
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<PAGE>
1995
First Quarter.......................... $40.50 $35.50 $ .30
Second Quarter......................... 50.00 38.13 .35
Third Quarter.......................... 61.50 49.50 .35
Fourth Quarter......................... 81.13 60.88 .41
------
$1.41
======
1996
First Quarter........................... $ 79.25 $66.75 $ .41
Second Quarter......................... 79.00 68.00 .41
Third Quarter.......................... 89.75 72.00 .44
Fourth Quarter......................... 104.00 87.75 .44
------
$1.70
======
1997
First Quarter
(through February 5, 1997)........ $123.50 $102.7 $ --
For a recent closing price of the Common Stock, see the cover page of
the Prospectus.
While Zions is not obligated to pay cash dividends, Zions' Board of
Directors presently intends to continue the policy of paying quarterly cash
dividends. Future dividends will depend, in part, upon the earnings and
financial condition of Zions.
INFORMATION CONCERNING ZIONS BANCORPORATION
Selected Financial Data
The following unaudited table of selected financial data should be read
in conjunction with the related notes included herein and Zions' consolidated
financial statements and the related notes thereto incorporated by reference
herein. See "Zions Documents Incorporated by Reference."
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<PAGE>
ZIONS BANCORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share and ratio data)
<TABLE>
<CAPTION>
As of, and for the Nine As of, and for the
Months Ended September 30, Year Ended December 31,
-------------------------- -----------------------
1996 1995 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS SUMMARY
Taxable-equivalent net interest income $ 194,081 $ 170,996 $ 232,417 $ 203,313 $ 178,636 $ 160,854
Net interest income 189,207 167,021 227,094 198,606 174,657 157,282
Noninterest income 81,596 63,382 86,714 73,202 79,880 62,849
Provision for loan losses 2,200 2,250 2,800 2,181 2,993 10,929
Noninterest expenses (1) 155,578 139,015 188,730 174,900 167,750 139,069
Income taxes 38,530 30,325 40,950 30,900 27,248 22,924
Income before cumulative effect of changes
in accounting principles 74,495 58,813 81,328 63,827 56,546 47,209
Cumulative effect of changes in
accounting principles (2) - - - - 1,659 -
Net income 74,495 58,813 81,328 63,827 58,205 47,209
COMMON STOCK DATA
Earnings per common share:
Income before cumulative effect of
changes in accounting principles $ 5.04 $ 4.00 $ 5.5 $ 4.37 $ 3.96 $ 3.42
Net income 5.04 4.00 5.53 4.37 4.08 3.42
Dividends paid per share 1.26 1.00 1.41 1.16 .98 .75
Dividend payout ratio (%) 24.86% 24.80% 25.27% 27.06% 21.81% 20.31%
Book value per share 33.21 28.20 29.44 25.12 22.01 18.95
Market to book value (%) 266.49% 217.20% 272.59% 142.83% 168.11% 200.53%
Weighted average common and common
equivalent shares outstanding during
the year 14,768,000 14,717,000 14,717,000 14,601,000 14,280,000 13,790,000
Common shares outstanding at end of period 14,767,215 14,538,587 14,555,920 14,559,552 14,201,367 13,727,544
AVERAGE BALANCE SHEET DATA
Money market investments $ 926,035 $ 924,091 $ 936,846 $ 869,709 $ 788,694 $ 469,062
Securities 1,807,806 1,610,142 1,632,253 1,545,704 1,209,165 927,976
Loan and leases, net 3,055,062 2,548,778 2,599,071 2,574,995 2,222,182 2,104,679
Total interest-earning assets 5,788,903 5,083,011 5,168,170 4,990,408 4,220,041 3,501,717
Total assets 6,297,615 5,565,066 5,658,690 5,456,613 4,643,918 3,807,832
Interest-bearing deposits 3,289,330 2,984,890 3,021,060 2,744,976 2,449,275 2,356,384
Total deposits 4,203,711 3,805,943 3,858,271 3,583,094 3,178,926 2,912,860
FHLB advances and other borrowings 98,781 117,002 114,270 151,164 195,097 128,856
Long-term debt 55,938 57,712 57,506 59,493 75,623 82,219
Total interest-bearing liabilities 4,821,129 4,255,435 4,320,229 4,197,865 3,556,746 2,962,079
Shareholders' equity 455,492 389,120 397,268 339,181 286,331 240,411
PERIOD END BALANCE SHEET DATA
Money market investments $ 992,846 $ 759,498 $ 687,251 $ 403,446 $ 597,680 $ 616,180
Securities 1,886,533 1,716,350 1,540,489 1,663,433 1,258,939 981,695
Loans and leases, net 3,313,932 2,679,485 2,806,956 2,391,278 2,486,346 2,107,433
Allowance for loan losses 69,337 68,309 67,555 67,018 68,461 59,807
Total assets 6,783,341 5,667,670 5,620,646 4,934,095 4,801,054 4,107,924
Total deposits 4,572,955 4,095,014 4,097,114 3,705,976 3,432,289 3,075,110
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
As of, and for the Nine As of, and for the
Months Ended September 30, Year Ended December 31,
-------------------------- -----------------------
1996 1995 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
FHLB advances and other borrowings 90,997 105,803 101,084 127,319 288,249 205,222
Long-term debt 55,702 57,282 56,229 58,182 59,587 99,223
Shareholders' equity 490,485 409,966 428,506 365,770 312,592 260,070
Nonperforming assets:
Nonaccrual loans $ 10,139 $ 8,008 $ 7,438 $ 13,635 $ 23,364 $ 21,556
Restructured loans 204 252 249 567 4,006 4,003
Other real estate owned and other
nonperforming assets 256 3,503 1,609 4,741 3,267 5,971
Total nonperforming assets 10,599 11,763 9,296 18,943 30,637 31,530
Accruing loans past due 90 days or more 8,740 13,724 5,232 3,041 10,821 6,409
SELECTED RATIOS
Net interest margin (3) 4.48% 4.50% 4.50% 4.07% 4.23% 4.59%
Return on average assets 1.58% 1.41% 1.44% 1.17% 1.25% 1.24%
Return on average common equity 21.85% 20.21% 20.47% 18.82% 20.33% 19.64%
Ratio of average common equity to average assets 7.23% 6.99% 7.02% 6.22% 6.17% 6.31%
Tier I risk-based capital - period end 11.05% 11.31% 11.38% 11.81% 10.85% 10.23%
Total risk-based capital - period end 13.67% 14.24% 14.23% 14.96% 14.12% 15.13%
Leverage ratio - period end 6.47% 5.97% 6.28% 6.24% 5.44% 6.21%
Ratio of nonperforming assets to total
assets - period end .16% .21% .17% .38% .64% .77%
Ratio of nonperforming assets to net loans and
leases and other real estate owned and
other nonperforming assets at period end .32% .44% .33% .79% 1.23% 1.49%
Ratio of net charge-offs (recoveries) to average
loans and leases .13% .06% .10% .19% (.23)% .44%
Ratio of allowance for loan losses to net loans
and leases outstanding at period end 2.09% 2.55% 2.41% 2.80% 2.75% 2.84%
Ratio of allowance for loan losses to
nonperforming loans at period end 670.38% 826.99% 878.82% 471.89% 250.13% 234.00%
</TABLE>
(1) Noninterest expenses for the year ended December 31, 1993 included a
one-time expense of $6,022,000 in the first quarter of 1993, related to the
early extinguishment of debt which was necessitated by the decision in March
1993, to notify holders of floating rate notes totaling $37,450,000 and
industrial revenue bonds totaling $4,720,000 that the debt would be redeemed
during the second quarter of 1993. The expense consisted of marking to
market an interest rate exchange agreement entered into several years
earlier in conjunction with the issuance of the floating rate notes and
writing off deferred costs associated with the notes and bonds. Early
redemption of the bonds and notes in the second quarter of 1993 allowed
Zions to avail itself of lower cost funding.
(2) Cumulative effect of changes in accounting principles for the year ended
December 31, 1993 resulted from the cumulative effect of changes in
accounting principles in the first quarter of 1993, arising from the
adoption as of January 1, 1993, of Statement of Financial Accounting
Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits
Other than Pensions," and SFAS No. 109, "Accounting for Income Taxes." The
election of immediate recognition of the cumulative effect (transition
obligation) of such change in accounting method for postretirement benefit
other than pensions of SFAS No. 106 decreased pretax and after-tax net
income by $5,760,000 and $3,631,000, respectively. In addition to the
$2,129,000 deferred tax benefit resulting from the adoption of SFAS No. 106,
the election to apply SFAS No. 109 prospectively and not restate prior years
resulted in net deferred tax benefits of $5,290,000 for the expected future
tax consequences of temporary differences between the carrying amounts and
the tax bases of other assets and liabilities.
(3) Net interest margin represents net interest income on a taxable-equivalent
basis as a percentage of average earning assets.
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<PAGE>
Principal Holders of Zions Common Stock
The following table sets forth as of December 31, 1996, the record and
beneficial ownership of Zions Common Stock by the principal common shareholders
of Zions.
<TABLE>
<CAPTION>
No. of % of
Name and Address Type of Ownership Shares Class
- ---------------- ----------------- ------ -----
<S> <C> <C> <C>
Roy W. Simmons Record and Beneficial 569,697 3.85%
One South Main Street Beneficial(1) 497,844 3.36%
--------- ----
Salt Lake City, Utah 84111 1,067,541 7.21%
Zions First National Bank Record(2) 1,053,317 7.15%
One South Main Street
Salt Lake City, Utah 84111
- ---------------------
</TABLE>
(1) Represents Roy W. Simmons' ownership interest in 497,844 shares held by a
company in which Mr. Simmons serves as a director.
(2) These shares are owned of record as of December 31, 1996, by Zions First
National Bank, a subsidiary of Zions, in its capacity as fiduciary for
various trust and advisory accounts. Of the shares shown, Zions First
National Bank has sole voting power with respect to a total of 721,873
shares (4.90% of the class) it holds as trustee for the Zions Bancorporation
Employee Investment Savings Plan and the Zions Bancorporation Dividend
Reinvestment Plan, which holds 256,468 shares (1.74% of the class) and the
Zions Bancorporation PAYSOP Plan, which holds 74,976 shares (.51% of the
class) as to which Zions First National Bank does not have or share voting
power.
Set forth below is the beneficial ownership, as of December 31, 1996, of
Zions' common stock by each of Zions' directors, and all directors and officers
as a group.
No. of Shares % of
Directors Beneficially Owned Class
- --------- ------------------ -----
Jerry C. Atkin 1,950 * (1)
R.D. Cash 6,250 * (1)
Grant R. Caldwell 1,250 * (1)
Richard H. Madsen 49,905 * (1)
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Roger B. Porter 250 * (1)
Robert G. Sarver 123,040 * (1)
Harris H. Simmons 580,895(2) 3.94
L. E. Simmons 535,581(2) 3.64
Roy W. Simmons 1,067,541(2) 7.21
I. J. Wagner 70,750(2) * (1)
Dale W. Westergard 40,438 * (1)
All directors and officers
as a group 1,890,423 12.76
(32 persons)
- ------------------------
(1) Immaterial percentage of ownership.
(2) Totals include 497,844 shares attributed to each individual through
serving as a director in a company holding such shares in Zions. Of
such 497,844 shares attributed to Harris H. Simmons, Mr. Simmons holds
an option to acquire 46,698 shares, all of which are vested and
presently exercisable.
SUPERVISION AND REGULATION
The information contained in this section summarizes portions of the
applicable laws and regulations relating to the supervision and regulation of
Zions and its subsidiaries. These summaries do not purport to be complete, and
they are qualified in their entirety by reference to the particular statutes and
regulations described.
Zions
Zions is a bank holding company within the meaning of the Bank Holding
Company Act and is registered as such with the Federal Reserve Board. Under the
current terms of that Act, Zions' activities, and those of companies which it
controls or in which it holds more than 5% of the voting stock, are limited to
banking or managing or controlling banks or furnishing services to or performing
services for its subsidiaries, or any other activity which the Federal Reserve
Board determines to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. In making such determinations, the
Federal Reserve Board is required to consider whether the performance of such
activities by a bank holding company or its subsidiaries can reasonably be
expected to produce benefits to the public such as greater
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convenience, increased competition or gains in efficiency that outweigh possible
adverse effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices.
Bank holding companies, such as Zions, are required to obtain prior
approval of the Federal Reserve Board to engage in any new activity or to
acquire more than 5% of any class of voting stock of any company. Pursuant to
the Riegle-Neal Interstate Branching and Efficiency Act of 1994 ("Riegle-Neal
Act"), subject to approval by the Federal Reserve Board, bank holding companies
are authorized to acquire either control of, or substantial assets of, a bank
located outside the bank holding company's home state. These acquisitions are
subject to limitations, the most significant of which include adequate
capitalization and management of the acquiring bank holding company, existence
of the acquired bank for up to five years before purchase where required under
state law, existence of state laws that condition acquisitions on institutions
making assets available to a "state-sponsored housing entity," limitations on
control by the acquiring bank holding company of not more than 10% of the total
amount of deposits in insured depository institutions in the United States or
not more than 30% of the deposits in insured depository institutions within that
state. States may impose lower deposit concentration limits, so long as those
limits apply to all bank holding companies equally. The Riegle-Neal Act
reaffirms the right of states to segregate and tax separately incorporated
subsidiaries of a bank or bank holding company. The Riegle-Neal Act also affects
interstate branching and mergers.
See "Interstate Banking" below.
The Federal Reserve Board is authorized to adopt regulations affecting
various aspects of bank holding companies. Pursuant to the general supervisory
authority of the Bank Holding Company Act and directives set forth in the
International Lending Supervision Act of 1983, the Federal Reserve Board has
adopted capital adequacy guidelines prescribing both risk-based capital and
leverage ratios.
Regulatory Capital Requirements
Risk-Based Capital Guidelines. The Federal Reserve Board has
established risk-based capital guidelines for bank holding companies. The
guidelines define Tier 1 Capital and Total Capital. Tier 1 Capital consists of
common and qualifying preferred shareholders' equity and minority interests in
equity accounts of consolidated subsidiaries, less goodwill and 50% (and in some
cases up to 100%) of investment in unconsolidated subsidiaries. Total Capital
consists of Tier 1 Capital plus qualifying mandatory convertible debt, perpetual
debt, certain hybrid capital instruments, certain preferred stock not qualifying
as Tier 1 Capital, subordinated and other qualifying term debt up to specified
limits, and a portion of the allowance for credit losses, less investments in
unconsolidated subsidiaries and in other designated subsidiaries or other
associated companies at the discretion of the Federal Reserve Board, certain
intangible assets, a portion of limited-life capital instruments approaching
maturity and reciprocal holdings of banking organizations' capital instruments.
The Tier 1 component must constitute at least 50% of qualifying Total Capital.
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Risk-based capital ratios are calculated with reference to
risk-weighted assets, which include both on-balance sheet and off-balance sheet
exposures. The risk-based capital framework contains four risk weight categories
for bank holding company assets -- 0%, 20%, 50% and 100%. Zero percent
risk-weighted assets include, generally, cash and balances due from Federal
Reserve Banks and obligations unconditionally guaranteed by the U.S. government
or its agencies. Twenty percent risk-weighted assets include, generally, claims
on U.S. Banks and obligations guaranteed by U.S. government sponsored agencies
as well as general obligations of states or other political subdivisions of the
United States. Fifty percent risk-weighted assets include, generally, loans
fully secured by first liens on one-to-four family residential properties,
subject to certain conditions. All assets not included in the foregoing
categories are assigned to the 100% risk-weighted category, including loans to
commercial and other borrowers. As of year-end 1992, the minimum required ratio
for qualifying Total Capital became 8%, of which at least 4% must consist of
Tier 1 Capital. At December 31, 1996, Zions' Tier 1 and Total Capital ratios
were 14.37% and 18.29%, respectively.
The current risk-based capital ratio analysis establishes minimum
supervisory guidelines and standards. It does not evaluate all factors affecting
an organization's financial condition. Factors which are not evaluated include
(i) overall interest rate exposure; (ii) quality and level of earnings; (iii)
investment or loan portfolio concentrations; (iv) quality of loans and
investments; (v) the effectiveness of loan and investment policies; (vi) certain
risks arising from nontraditional activities; and (vii) management's overall
ability to monitor and control other financial and operating risks, including
the risks presented by concentrations of credit and nontraditional activities.
The capital adequacy assessment of federal bank regulators will, however,
continue to include analyses of the foregoing considerations and in particular,
the level and severity of problem and classified assets. Market risk of a
banking organization -- risk of loss stemming from movements in market prices --
is not evaluated under the current risk-based capital ratio analysis (and is
therefore analyzed by the bank regulators through a general assessment of an
organization's capital adequacy) unless trading activities constitute 10 percent
or $1 billion or more of the assets of such organization. Such an organization
(unless exempted by the banking regulators) and certain other banking
organizations designated by the banking regulators must, beginning on or before
January 1, 1998, include in its risk-based capital ratio analysis charges for,
and hold capital against, general market risk of all positions held in its
trading account and of foreign exchange and commodity positions wherever
located, as well as against specific risk of debt and equity positions located
in its trading account. Currently, Zions does not calculate a risk-based capital
charge for its market risk.
The following table presents Zions' regulatory capital position at
September 30, 1996 under the risk-based capital guidelines.
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Risk-Based Capital
(Dollars in thousands)
Percent
of Risk-
Adjusted
Amount Assets
------ ------
Tier 1 Capital.......................... $ 416,097 11.05%
Minimum Requirement.................. 150,685 4.00
--------- -------
Excess................................ $ 265,412 7.05%
========= =======
Total Capital........................... $ 515,061 13.67%
Minimum Requirement.................. 301,371 8.00
--------- -------
Excess................................ $ 213,690 5.67%
========= =======
Risk-Adjusted Assets,
net of goodwill, excess deferred
tax assets and excess allowance...... $3,767,137 100.00%
========== =======
Minimum Leverage Ratio. The Federal Reserve Board has adopted capital standards
and leverage capital guidelines that include a minimum leverage ratio of 3% Tier
1 Capital to total assets (the "leverage ratio"). The leverage ratio is used in
tandem with a risk-based ratio of 8% that took effect at the end of 1992. At
December 31, 1996, Zions' leverage ratio was 8.77%.
The Federal Reserve Board has emphasized that the leverage ratio
constitutes a minimum requirement for well-run banking organizations having
well-diversified risk, including no undue interest rate exposure, excellent
asset quality, high liquidity, good earnings, and a composite rating of 1 under
the Interagency Bank Rating System. Banking organizations experiencing or
anticipating significant growth, as well as those organizations which do not
exhibit the characteristics of a strong, well-run banking organization described
above, will be required to maintain strong capital positions substantially above
the minimum supervisory levels without significant reliance on intangible
assets. Furthermore, the Federal Reserve Board has indicated that it will
consider a "tangible Tier I Capital Leverage Ratio" (deducting all intangibles)
and other indices of capital strength in evaluating proposals for expansion or
new activities.
The following table presents Zions' leverage ratio at September 30,
1996. A leverage ratio of 3% will be the minimum required for the most highly
rated banking organizations, and according to the Federal Reserve Board, other
banking organizations would be expected to maintain capital at higher levels.
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(Dollars in thousands)
Percent
of Average
Assets, Net
Amount of Goodwill
Tier 1 Capital....................... $ 416,097 6.47%
Minimum Requirement.................. 192,799 3.00
--------- -------
Excess............................... $ 223,298 3.47%
========== =======
Average Assets, net of goodwill and
deferred tax assets............... $6,426,621 100.00%
========== ======
Other Issues and Developments Relating to Regulatory Capital. Pursuant
to such authority and directives set forth in the International Lending
Supervision Act of 1983, the Comptroller, the FDIC and the Federal Reserve Board
have issued regulations establishing the capital requirements for banks under
federal law. The regulations, which apply to Zions' banking subsidiaries,
establish minimum risk-based and leverage ratios which are substantially similar
to those applicable to Zions. As of December 31, 1995, the risk-based and
leverage ratios of each of Zions' banking subsidiaries exceeded the minimum
requirements.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires the federal banking regulators to take "prompt corrective
action" in respect of banks that do not meet minimum capital requirements and
imposes certain restrictions upon banks which meet minimum capital requirements
but are not "well capitalized" for purposes of FDICIA. FDICIA establishes five
capital tiers: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized."
Implementing regulations adopted by the federal banking agencies define the
capital categories for banks which will determine the necessity for prompt
corrective action by the federal banking agencies. A bank may be placed in a
capitalization category that is lower than is indicated by its capital position
if it receives an unsatisfactory examination rating with respect to certain
matters.
Failure to meet capital guidelines could subject a bank to a variety of
restrictions and enforcement remedies. All insured banks are generally
prohibited from making any capital distributions and from paying management fees
to persons having control of the bank where such payments would cause the bank
to be undercapitalized. Holding companies of significantly undercapitalized,
critically undercapitalized and certain undercapitalized banks may be required
to obtain the approval of the Federal Reserve Board before paying capital
distributions to their shareholders. Moreover, a bank that is not well
capitalized is generally subject to various restrictions on "pass through"
insurance coverage for certain of its accounts and is generally
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prohibited from accepting brokered deposits and offering interest rates on any
deposits significantly higher than the prevailing rate in its normal market area
or nationally (depending upon where the deposits are solicited). Such banks and
their holding companies are also required to obtain regulatory approval prior to
their retention of senior executive officers.
Banks which are classified undercapitalized, significantly
undercapitalized or critically undercapitalized are required to submit capital
restoration plans satisfactory to their federal banking regulator and guaranteed
within stated limits by companies having control of such banks (i.e., to the
extent of the lesser of five percent of the institution's total assets at the
time it became undercapitalized or the amount necessary to bring the institution
into compliance with all applicable capital standards as of the time the
institution fails to comply with its capital restoration plan, until the
institution is adequately capitalized on average during each of four consecutive
calendar quarters), and are subject to regulatory monitoring and various
restrictions on their operations and activities, including those upon asset
growth, acquisitions, branching and entry into new lines of business and may be
required to divest themselves of or liquidate subsidiaries under certain
circumstances. Holding companies of such institutions may be required to divest
themselves of such institutions or divest themselves of or liquidate
nondepository affiliates under certain circumstances. Critically
undercapitalized institutions are also prohibited from making payments of
principal and interest on debt subordinated to the claims of general creditors
as well as to the mandatory appointment of a conservator or receiver within 90
days of becoming critically undercapitalized unless periodic determinations are
made by the appropriate federal banking agency, with the concurrence of the
FDIC, that forbearance from such action would better protect the affected
deposit insurance fund. Unless appropriate findings and certifications are made
by the appropriate federal banking agency with the concurrence of the FDIC, a
critically undercapitalized institution must be placed in receivership if it
remains critically undercapitalized on average during the calendar quarter
beginning 270 days after the date it became critically undercapitalized.
Other Regulatory and Supervisory Issues
Pursuant to FDICIA, the federal banking agencies have adopted
regulations or guidelines prescribing standards for safety and soundness of
insured banks and in some instances their holding companies, including standards
relating to internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, asset quality, earnings and stock valuation, as
well as other operational and managerial standards deemed appropriate by the
agencies. Upon a determination by a federal banking agency that an insured bank
has failed to satisfy any such standard, the bank will be required to file an
acceptable plan to correct the deficiency. If the bank fails to submit or
implement an acceptable plan, the federal banking agency may, and in some
instances must, issue an order requiring the institution to correct the
deficiency, restrict its asset growth or increase its ratio of tangible equity
to assets, or imposing other operating restrictions.
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FDICIA also contains provisions which, among other things, restrict
investments and activities as principal by state nonmember banks to those
eligible for national banks, impose limitations on deposit account balance
determinations for the purpose of the calculation of interest, and require the
federal banking regulators to prescribe, implement or modify standards for
extensions of credit secured by liens on interests in real estate or made for
the purpose of financing construction of a building or other improvements to
real estate, loans to bank insiders, regulatory accounting and reports, internal
control reports, independent audits, exposure on interbank liabilities,
contractual arrangements under which institutions receive goods, products or
services, deposit account-related disclosures and advertising as well as to
impose restrictions on federal reserve discount window advances for certain
institutions and to require that insured depository institutions generally be
examined on-site by federal or state personnel at least once every 12 months.
In connection with an institutional failure or FDIC rescue of a
financial institution, the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA") grants to the FDIC the right, in many
situations, to charge its actual or anticipated losses against commonly
controlled depository institution affiliates of the failed or rescued
institution (although not against a bank holding company itself).
The nature of the banking and financial services industry, as well as
banking regulation, may be further affected by various legislative and
regulatory measures currently under consideration. The most important of such
measures include legislation designed to permit increased affiliations between
commercial and financial firms (including securities firms) and
federally-insured banks, reduce regulatory burdens on financial institutions and
eliminate or revise the features of the specialized savings association charter.
It is impossible to predict whether or in what form these proposals may be
adopted in the future and, if adopted, what the effect of their adoption will be
on the Zions or its subsidiaries.
Deposit Insurance and Other Assessments
Insured banks (including the bank subsidiaries of Zions) are required
to make quarterly deposit insurance assessment payments to the BIF, and most
savings associations to the SAIF, under a risk-based assessment system
established by the FDIC. (In addition, certain banks must also pay deposit
insurance assessments to the SAIF and certain savings associations, to the BIF
alone or to both funds.) Under this system, each institution's insurance
assessment rate is deter mined by the risk assessment classification into which
it has been placed by the FDIC. The FDIC places each insured institution in one
of nine risk assessment classifications based upon its level of capital and
supervisory evaluations by its regulators: "well capitalized," "adequately
capitalized" or "less than adequately capitalized" institutions, with each
category of institution divided into subcategories of institutions which are
either "healthy," of "supervisory concern" or of "substantial supervisory
concern." Those institutions deemed weakest by the FDIC are subject to the
highest assessment rates; those deemed strongest are subject to the lowest
assessment rates. The FDIC establishes semi-annual assessment rates with the
objective of enabling the affected insurance fund to achieve or maintain a
statutorily-mandated target reserve
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ratio of 1.25% of insured deposits. In establishing assessment rates, the FDIC
Board of Directors is required to consider (i) expected operating expenses, case
resolution expenditures and income of the FDIC; (ii) the effect of assessments
upon members' earnings and capital; and (iii) any other factors deemed
appropriate by it.
Until June 30, 1997, both BIF- and SAIF-assessable deposits will be
subject to an assessment schedule providing for an assessment range of 0% to
.27% (with intermediate rates of .03%, .10%, .17% and .24%, depending upon an
institution's supervisory risk group). Beginning on July 1, 1997, BIF-assessable
deposits will be subject to an assessment schedule providing for an assessment
range of .4% to .31% (with intermediate rates of .07%, .14%, .21%, and .28%,
depending upon an institution's supervisory risk group); SAIF-assessable
deposits will continue to be subject to the first schedule, subject to
semi-annual review by the FDIC Board of Directors. Both BIF and SAIF assessment
rates are subject to semi-annual adjustment by the FDIC Board of Directors
within a range of up to five basis points without public comment. The FDIC Board
of Directors also possesses authority to impose special assessments from time to
time.
In addition to the payment of deposit insurance assessments, depository
institutions are required to make quarterly assessment payments to the FDIC on
both their BIF and SAIF assessable deposits which will be paid to the Financing
Corporation to enable it to pay interest and certain other expenses on bonds
which it issued pursuant to FIRREA to facilitate the resolution of failed
savings associations. Pursuant to the Federal Home Loan Bank Act, the Financing
Corporation, with the approval of the FDIC Board of Directors, establishes
assessment rates based upon estimates of (i) expected operating expenses, case
resolution expenditures and income of the Financing Corporation; (ii) the effect
of assessments upon members' earnings and capital; and (iii) any other factors
deemed appropriate by it. Additionally, the Financing Corporation is required to
assess BIF-assessable deposits at a rate one-fifth the rate applicable to
SAIF-assessable deposits until the first to occur of the merger of the BIF and
SAIF funds or January 1, 2000. Assessment rates for the first semi-annual period
of 1997 have been set at 1.30 basis points annually for BIF-assessable deposits
and 6.48 basis points annually for SAIF-assessable deposits.
Interstate Banking
Existing laws and various regulatory developments have allowed
financial institutions to conduct significant activities on an interstate basis
for a number of years. During recent years, a number of financial institutions
have expanded their out-of-state activities and various states and the Congress
have enacted legislation intended to allow certain interstate banking
combinations.
The Riegle-Neal Act dramatically affects interstate banking activities.
As discussed previously, the Riegle-Neal Act allows the Federal Reserve Board to
approve the acquisition by a bank holding company of control or substantial
assets of a bank located outside the bank holding company's home state.
Beginning on June 1, 1997, and earlier if permitted by
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applicable state law, an insured bank may apply to the appropriate federal
agency for permission to merge with an out-of-state bank and convert its offices
into branches of the resulting bank. States retain the option to prohibit
out-of-state mergers if they enact a statute specifically barring such mergers
before June 1, 1997 and such law applies equally to all out-of-state banks.
Interstate mergers authorized by the Riegle-Neal Act are subject to
conditions and requirements, the most significant of which include adequate
capitalization and management of the acquiring bank or bank holding company,
existence of the acquired bank for up to five years before purchase where
required under state law, and limitations on control by the acquiring bank
holding company of not more than 10% of the total amount of deposits in insured
depository institutions in the United States or not more than 30% of the
deposits in insured depository institutions within that state. States may impose
lower deposit concentration limits, so long as those limits apply to all bank
holding companies equally. Additional requirements placed on mergers include
conformity with state law branching requirements and compliance with "host
state" merger filing requirements to the extent that those requirements do not
discriminate against out-of-state banks or out-of-state bank holding companies.
The Riegle-Neal Act also permits banks to establish and operate a "de
novo branch" in any state that expressly permits all out-of-state banks to
establish de novo branches in such state, if the law applies equally to all
banks. (A "de novo branch" is a branch office of a national bank or state bank
that is originally established as a branch and does not become a branch as a
result of an acquisition, conversion, merger, or consolidation.) Utilization of
this authority is conditioned upon satisfaction of most of the conditions
applicable to interstate mergers under the Riegle-Neal Act, including adequate
capitalization and management of the branching institution, satisfaction with
certain filing and notice requirements imposed under state law and receipt of
federal regulatory approvals.
Pursuant to FIRREA, bank holding companies may acquire savings
associations (including savings and loan associations and federal savings banks)
without geographic restriction under the Bank Holding Company Act.
MONETARY POLICY
The earnings of Zions are directly affected by the monetary and fiscal
policies of the federal government and governmental agencies. The Federal
Reserve Board has broad powers to expand and constrict the supply of money and
credit and to regulate the reserves which its member banks must maintain based
on deposits. These broad powers are used to influence the growth of bank loans,
investments and deposits, and may affect the interest rates which will prevail
in the market for loans and investments and deposits. Governmental and Federal
Reserve Board monetary policies have had a significant effect on the operating
results of commercial banks in the past and are expected to do so in the future.
The future impact of such policies and practices on the growth or profitability
of Zions cannot be predicted.
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DESCRIPTION OF CAPITAL STOCK
Common Stock
Zions is authorized to issue 30,000,000 shares of its Common Stock, no
par value, of which 14,729,720 shares were outstanding as of December 31, 1996.
As of that date, a total of 1,026,270 shares was reserved for issuance in
connection with Zions' dividend reinvestment plan and various employee and
director benefit plans, including its qualified and nonqualified stock option
plans. After taking into account the shares as described above, the number of
authorized shares of Common Stock available for other corporate purposes as of
December 31, 1996 was 14,244,010 shares.
Voting Rights
General. The holders of Zions Common Stock are generally entitled to
one vote for each share held of record on all matters submitted to a shareholder
vote. The holders of Zions Common Stock do not have cumulative voting rights.
The absence of cumulative voting means that a nominee for director must receive
the votes of a plurality of the shares voted in order to be elected.
Special Votes for Certain Transactions. Zions' Articles of
Incorporation (the "Articles") contain provisions requiring special shareholder
votes to approve certain types of transactions. In the absence of these
provisions, either the transactions would require approval by a majority of the
shares voted at a meeting or no shareholder vote would be required.
Zions' Articles require that certain "business transactions" between
Zions or a subsidiary and a "related person" be approved by the affirmative
votes of the holders of not less than 80% of the voting power of all outstanding
voting stock of Zions. A "related person" is generally defined by Zions'
Articles to mean a person, corporation, partnership, or group acting in concert
that beneficially owns 10% or more of the voting power of Zions' outstanding
voting stock.
The "business transactions with a related person" subject to Zions'
special vote requirements include (1) a merger or consolidation involving Zions
or a subsidiary of Zions with a related person; (2) the sale, lease, exchange,
transfer or other disposition of all or any substantial part of the assets of
either Zions or a subsidiary of Zions to, with or for the benefit of a related
person; (3) the issuance, sale, exchange or other disposition by Zions or a
subsidiary of Zions to a related person of securities of Zions or a subsidiary
of Zions having an aggregate fair market value of $5 million or more; (4) any
liquidation, spinoff, splitoff, splitup, or dissolution of Zions by or on behalf
of a related person; (5) any recapitalization or reclassification of the
securities of Zions or other transaction that would have the effect of
increasing the voting power of a related person or reducing the number of shares
of each class of voting securities outstanding; and (6) any agreement, contract,
or other arrangement providing for any of the transactions set forth above.
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Zions' special shareholder vote requirements for business transactions
with related persons do not apply to any transaction approved by a majority of
the "continuing directors" or if various specified conditions are met. A
continuing director is any member of the Zions Board who is not a related person
or an interested shareholder or an affiliate or associate of a related person
and who (1) was a director on February 21, 1986 or (2) became a director
subsequent to that date and whose election or nomination for election by Zions'
shareholders was approved by a majority of the continuing directors then on the
Board.
Board of Directors
Director Liability. Zions' Articles contain a "director liability"
provision. This provision generally shields a director from monetary damages to
the corporation or its shareholders for a breach of fiduciary duty as a director
other than (i) a breach of a director's duty of loyalty, (ii) acts or omissions
not taken in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) authorizing the unlawful payment of dividends, and (iv)
transactions in which a director receives an improper benefit.
Classified Board. The Articles divide the Board of Directors into three
classes, each consisting of one-third (or as near as may be) of the whole number
of the Board of Directors. Utah law requires that each class contain as equal a
number of directors as possible. One class of directors is elected at each
annual meeting of shareholders, and each class serves for a term of three years.
The number of directors which constitute Zions' full Board of Directors
may be increased or decreased only by amendment of the bylaws, which requires
the affirmative vote of two-thirds of the total number of directors constituting
the entire Board, or by the shareholders of Zions at a regular or special
meeting by the affirmative vote of two-thirds of the outstanding and issued
shares entitled by statute to vote. Except as otherwise required by law,
vacancies on Zions' Board of Directors, including vacancies resulting from an
increase in the size of the Board, may be filled by the affirmative vote of a
majority of the remaining directors even though less than a quorum of the Board
of Directors. Zions' directors elected by the Board to fill vacancies serve for
the full remainder of the term of the class to which they have been elected. Any
directorship filled by reason of an increase in the number of directors may be
filled for a term of office continuing only until the next election of directors
by the shareholders.
Removal of Directors. Zions' Articles provide that any director (or the
entire Board of Directors) may be removed from office by shareholder vote only
if such removal is approved by the holders of two-thirds of the issued and
outstanding shares then entitled to vote at an election of directors.
Shareholder Rights Plan
The Board of Directors of Zions in September 1996 adopted a Shareholder
Protection Rights Plan and declared a dividend of one Right on each outstanding
share of Zions Common
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Stock. The Rights Plan was not adopted in response to any specific effort to
acquire control of Zions. Rather, it was adopted to deter abusive takeover
tactics that can be used to deprive shareholders of the full value of their
investment.
Until it is announced that a person or group has acquired 10% or more
of Zions Common Stock (an "Acquiring Person") or commences a tender offer that
will result in such person or group owning 10% or more of Zions Common Stock,
the Rights will be evidenced by the Common Stock certificates, will
automatically trade with the Common Stock and will not be exercisable.
Thereafter, separate Rights certificates will be distributed and each Right will
entitle its holder to purchase Participating Preferred Stock having economic and
voting terms similar to those of one share of Common Stock for an exercise price
of $360.00.
Upon announcement that any person or group has become an Acquiring
Person, then 10 days thereafter (or such earlier or later date as the Board may
decide) (the "Flip-in Date") each Right (other than Rights beneficially owned by
any Acquiring Person or transferees thereof, which Rights become void) will
entitle its holder to purchase, for the exercise price, a number of shares of
Zions Common Stock or Participating Preferred Stock having a market value of
twice the exercise price.
Also, if after an Acquiring Person controls Zions' Board of Directors
Zions is involved in a merger or sells more than 50% of its assets or earning
power (or has entered an agreement to do any of the foregoing) and, in the case
of a merger, the Acquiring Person will receive different treatment than all
other shareholders or the Person with whom the merger occurs is the Acquiring
Person or a person affiliated or associated with the Acquiring Person, each
Right will entitle its holder to purchase, for the exercise price, a number of
shares of common stock of the Acquiring Person having a market value of twice
the exercise price. If any person or group acquires between 10% and 50% of the
Zions Common Stock, Zions' Board of Directors may, at its option, exchange one
share of Zions Common Stock for each Right.
The Rights may be redeemed by the Board of Directors for $0.01 per
Right prior to the Flip-in Date.
Shareholder Meetings
Utah law provides that special meetings of a corporation's shareholders
may be called by the board of directors or such other persons authorized by the
bylaws to call a special meeting or by the holders of at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
special meeting. Under Zions' bylaws, special meetings may be called by the
president or by the Board of Directors.
Amendment of Articles and Bylaws
Zions' Articles require the affirmative votes of the holders of
two-thirds of all outstanding voting stock of Zions to approve any amendment to
Zions' Articles, except that to repeal or
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amend the provisions in the Article regarding business transactions with related
persons requires the affirmative vote of 80% of the issued and outstanding stock
entitled to vote. Zions' bylaws may be amended by an affirmative vote of
two-thirds of the total number of directors constituting the entire Board or by
the affirmative vote of two-thirds of the issued and outstanding shares entitled
to vote.
Dissenters' Rights
Zions is incorporated under the laws of Utah. Utah law provides for
dissenters' rights in a variety of transactions including: (i) any plan of
merger to which a corporation is a party (other than mergers or consolidations
not requiring a shareholder vote); (ii) certain sales, leases, exchanges or
other dispositions of all or substantially all of the assets of a corporation;
and (iii) certain share exchanges. However, shareholders of a Utah business
corporation are not entitled to dissenters' rights in any of the transactions
mentioned above if their stock is either listed on a national securities
exchange or on the National Market System of Nasdaq or held of record by 2,000
or more shareholders. Dissenters' rights will apply if the shareholder will
receive for his shares anything other than (a) shares of the corporation
surviving the consummation of the plan of merger or share exchange, (b) shares
of a corporation whose shares are listed on a national securities exchange or
the National Market System of Nasdaq or held of record by not less than 2,000
holders, or (c) cash in lieu of fractional shares. Zions Common Stock currently
is listed for trading in the National Market System of Nasdaq and has more than
2,000 shareholders of record.
Preferred Stock
The Articles authorize the corporation to issue up to 3,000,000 shares
of preferred stock, no par value. The authorized shares of preferred stock are
issuable in one or more series on the terms set by the resolution or resolutions
of the Board of Directors of Zions providing for the issuance thereof. Each
series of preferred stock would have such dividend rate, which might or might
not be cumulative, such voting rights, which might be general or special, and
such liquidation preferences, redemption and sinking funds provisions,
conversion rights or other rights and preferences, if any, as the Board of
Directors may determine. Except for such rights as may be granted to the holders
of any series of preferred stock in the resolution establishing such series or
as required by law, all of the voting and other rights of the shareholders of
Zions belong exclusively to the holders of common stock. Zions has reserved
160,000 shares of Participating Preferred Stock for issuance upon exercise of
the Rights under Zions' Shareholder Rights Plan.
Dividend Rights
Utah law generally allows a corporation, subject to restrictions in its
certificate of incorporation, to declare and pay dividends in cash or property,
but only if the corporation is solvent and payment would not render the
corporation insolvent. Zions' Articles place no further restrictions on
distributions. Thus, the holders of Zions Common Stock are entitled to dividends
when, as and if declared by their Board of Directors out of funds legally
available therefor. However, if Zions preferred stock is issued, the Board of
Directors of the corporation
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may grant preferential dividend rights to the holders of such stock which would
prohibit payment of dividends on the corporation's common stock unless and until
specified dividends on the preferred stock had been paid.
Liquidation Rights
Upon liquidation, dissolution or winding up of Zions, whether voluntary
or involuntary, the holders of Zions Common Stock are entitled to share ratably
in the assets of the corporation available for distribution after all
liabilities of the corporation have been satisfied. However, if preferred stock
is issued by Zions, the Board of Directors may grant preferential liquidation
rights to the holders of such stock which would entitle them to be paid out of
the assets of Zions available for distribution before any distribution is made
to the holders of Zions Common Stock.
Miscellaneous
There are no preemptive rights, sinking fund provisions, conversion
rights, or redemption provisions applicable to Zions Common Stock. Holders of
fully paid shares of Zions Common Stock are not subject to any liability for
further calls or assessments. Zions Bank is the transfer agent and registrar for
the Common Stock.
SELLING STOCKHOLDER
The Selling Stockholder, Paul Howarth, offers for resale by means of
this Prospectus some or all of the shares that he acquired from Zions in
December 1996 when Zions Bank acquired from Howarth all of the issued and
outstanding stock of Nevada Municipal Consultants, Inc. ("NMCI"), a Nevada
corporation. As a result of the acquisition, NMCI became a subsidiary of Zions
Bank. In the acquisition of NMCI, Zions issued to Howarth a total of 20,250
shares of Zions Common Stock (herein, the "Shares"). The Shares constitute
approximately .13% of the issued and outstanding shares of Zions. Howarth may
wish to offer some or all of the Shares for resale from time to time. Zions will
receive no portion of any proceeds from any Howarth sale of the Shares.
Prior to the transaction, Howarth had no relationship or affiliation
with Zions or its affiliates. Following the acquisition, Howarth entered into a
four-year employment agreement with Zions Bank as a vice president.
PLAN OF DISTRIBUTION
The Selling Stockholder has advised Zions that, depending on market
conditions and other factors, he may sell the Shares offered hereby from time to
time, in one or more transactions, on the Nasdaq National Market, or otherwise,
at market prices prevailing at the time of sale, at negotiated prices, or at
fixed prices, which may be changed. Such sales may be effected directly, or
through agents, or through dealers.
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<PAGE>
Agents, dealers and underwriters may be entitled under agreements
entered into with the Selling Stockholder to indemnification against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which such agents, dealers or underwriters
may be required to make in respect thereof. Agents, dealers and underwriters may
be customers of, engage in transactions with, or perform services for Zions or
the Selling Stockholder in the ordinary course of business.
Zions will bear all costs and expenses of the registration of the
Shares under the Securities Act and certain state securities laws, other than
fees of counsel for the Selling Stockholder and any discounts or commissions
payable with respect to sales of such Shares. The Selling Stockholder will pay
any transaction costs associated with effecting any sales that occur.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been
passed upon by Metzger, Hollis, Gordon & Alprin, Washington, D.C.
EXPERTS
The consolidated financial statements of Zions as of December 31, 1995
and 1994, and for each of the years in the three-year period ended December 31,
1995, incorporated by reference herein have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of such firm as experts in auditing and accounting.
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<PAGE>
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offering
made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by Zions or
any of its agents. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of Zions since the date as of which information is
given in this Prospectus. This Prospectus does not constitute an offer or
solicitation by anyone in any jurisdiction in which the person making such offer
or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such solicitation.
---------------
Table of Contents
Page
Available Information........................... 3
Incorporation of Certain Documents By
Reference..................................... 3
Zions........................................... 4
Use of Proceeds................................. 5
Recent Developments............................. 5
Price Range of Common Stock and
Dividends..................................... 6
Information Concerning Zions
Bancorporation................................ 7
Supervision and Regulation...................... 11
Monetary Policy................................. 19
Description of Capital Stock.................... 20
Selling Stockholder............................. 24
Plan of Distribution............................ 24
Legal Opinion................................... 25
Experts......................................... 25
20,250 Shares
Common Stock
(no par value)
Zions Bancorporation
Prospectus
March __, 1997
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee........................... $ 758
Printing Fees............................... 1,000
Legal Fees.................................. 10,000
Accounting Fees........................... 3,500
Blue Sky Fees.............................. -0-
Miscellaneous.............................. 242
--------
Total....................................... $15,500
=======
The foregoing amounts are the best estimates of Zions.
Item 15. Indemnification of Directors and Officers.
Utah law provides for indemnification of directors and officers as
follows:
16-10a-902 AUTHORITY TO INDEMNIFY DIRECTORS.
(1) Except as provided in Subsection (4), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director,
against liability incurred in the proceeding if:
(a) his conduct was in good faith; and
(b) he reasonably believed that his conduct was in, or not
opposed to, the corporation's best interests; and
(c) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(2) A director's conduct with respect to any employee benefit plan for
a purpose he reasonably believed to be in or not opposed to the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of Subsection (1)(b).
(3) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
II-1
<PAGE>
(4) A corporation may not indemnify a director under this section:
(a) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(b) in connection with any other proceeding charging that the
director derived an improper personal benefit, whether or not involving
action in his official capacity, in which proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.
(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
16-10a-903 MANDATORY INDEMNIFICATION OF DIRECTORS.
Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was successful, on the merits or otherwise, in the
defense of any proceeding, or in the defense of any claim, issue, or matter in
the proceeding, to which he was a party because he is or was a director of the
corporation, against reasonable expenses incurred by him in connection with the
proceeding or claim with respect to which he has been successful.
16-10a-907 INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.
Unless a corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation is entitled to mandatory
indemnification under Section 16-10a-903, and is entitled to apply for
court-ordered indemnification under Section 16-10a-905, in each case to the same
extent as a director;
(2) the corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same extent as to a
director; and
(3) a corporation may also indemnify and advance expenses to an
officer, employee, fiduciary, or agent who is not a director to a greater
extent, if not inconsistent with public policy, and if provided for by its
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract.
16-10a-908 INSURANCE.
A corporation may purchase and maintain liability insurance on behalf
of a person who is or was a director, officer, employee, fiduciary, or agent of
the corporation, or who, while serving as a director, officer, employee,
fiduciary, or agent of the corporation, is or was serving
II-2
<PAGE>
at the request of the corporation as a director, officer, partner, trustee,
employee, fiduciary, or agent of another foreign or domestic corporation or
other person, or of an employee benefit plan, against liability asserted against
or incurred by him in that capacity or arising from his status as a director,
officer, employee, fiduciary, or agent, whether or not the corporation would
have power to indemnify him against the same liability under Sections
16-10a-902, 16-10a-903, or 16-10a-907. Insurance may be procured from any
insurance company designated by the board of directors, whether the insurance
company is formed under the laws of this state or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the
corporation has an equity or any other interest through stock ownership or
otherwise.
16-10a-909 LIMITATIONS OF INDEMNIFICATION OF DIRECTORS.
(1) A provision treating a corporation's indemnification of, or advance
for expenses to, directors that is contained in its articles of incorporation or
bylaws, in a resolution of its shareholders or board of directors, or in a
contract (except an insurance policy) or otherwise, is valid only if and to the
extent the provision is not inconsistent with this part. If the articles of
incorporation limit indemnification or advance of expenses, indemnification and
advance of expenses are valid only to the extent not inconsistent with the
articles of incorporation.
(2) This part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with the director's appearance as
a witness in a proceeding at a time when the director has not been made a named
defendant or respondent to the proceeding.
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included beginning on page II-7.
Item 17. Undertakings.
The undersigned registrant hereby undertakes as follows:
(1) 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 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.
(2) to deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial
II-3
<PAGE>
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.
(3) that 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 provisions described under Item 20
above, 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 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.
II-4
<PAGE>
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, Utah, on the 7th day of February, 1997.
Zions Bancorporation
By:
----------------------------
Harris H. Simmons, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harris H. Simmons, Roy W. Simmons, and
Dale M. Gibbons, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
- -------------------- President, Chief Executive February 7, 1997
Harris H. Simmons Officer and Director
- -------------------- Senior Vice President February 7, 1997
Dale M. Gibbons and Chief Financial Officer
II-5
<PAGE>
- -------------------- Controller February 7, 1997
Walter E. Kelly
- -------------------- Chairman and Director February 7, 1997
Roy W. Simmons
- -------------------- Director February 7, 1997
Jerry C. Atkin
- -------------------- Director February 7, 1997
R. D. Cash
- -------------------- Director February 7, 1997
L. E. Simmons
- -------------------- Director February 7, 1997
Grant R. Caldwell
- -------------------- Director February 7, 1997
I. J. Wagner
- -------------------- Director February 7, 1997
Roger B. Porter
- -------------------- Director February 7, 1997
Dale W. Westergard
- -------------------- Director February 7, 1997
Richard H. Madsen
- -------------------- Director February 7, 1997
Robert G. Sarver
II-6
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Page Number
in Sequential
Exhibit Numbering
No. Description and Method of Filing System
--- -------------------------------- ------
5 Opinion of Metzger, Hollis, Gordon & Alprin regarding the
legality of the shares of Common Stock being registered
(filed herewith)
23.1 Consent of KPMG Peat Marwick LLP, independent certified
public accountants for Zions Bancorporation (filed herewith)
23.2 Consent of Metzger, Hollis, Gordon & Alprin (contained in
their opinion filed as Exhibit 5)
24 Power of Attorney (set forth on Page II-5 of the
Registration Statement)
II-7
EXHIBIT 5
Metzger, Hollis, Gordon & Alprin
1275 K Street, N.W., Suite 1000
Washington, D.C. 20005
(202) 842-1600
February 7, 1997
Zions Bancorporation
One South Main Street, Suite 1380
Salt Lake City, Utah 84111
Gentlemen:
We have acted as counsel to Zions Bancorporation ("Zions") in
connection with the registration of 20,250 shares of Zions common stock, no par
value, on behalf of and for the resale by Paul Howarth (the "Shares"). In this
regard, we are also acting as counsel to Zions in connection with the
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
Zions with the Securities and Exchange Commission for the purpose of registering
under the Securities Act of 1933, as amended, the Shares. This opinion is being
furnished for the purpose of being filed as an exhibit to the Registration
Statement.
In connection with this opinion, we have examined, among
other things:
(1) a copy certified to our satisfaction of the share
certificate issued by Zions to Howarth for the Shares;
(2) a copy certified to our satisfaction of the Restated
Articles of Incorporation of Zions as in effect on the
date hereof;
(3) copies certified to our satisfaction of resolutions
adopted by the Board of Directors of Zions on December 20,
1996, including resolutions approving the Registration
Statement; and
(4) such other documents, corporate proceedings, and statutes
as we considered necessary to enable us to furnish this
opinion.
We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons, and the conformity to the
<PAGE>
originals of all documents submitted to us as copies. In making our examination
of any documents, we have assumed that all parties other than Zions had the
corporate power and authority to enter into and perform all obligations
thereunder and, as to such parties, we have also assumed the execution and
delivery of such documents and the validity and binding effect and
enforceability thereof. We have assumed that the certifications and
representations dated earlier than the date hereof on which we have expressed
reliance herein continue to remain accurate, insofar as material to our
opinions, from such earlier date through the date hereof.
Based upon the foregoing, we are of the opinion that the
Shares of Zions Common Stock registered in the subject Registration Statement
will, at the time of issuance to Howarth, be duly authorized, validly issued,
fully paid and nonassessable shares of Zions Common Stock.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the caption
"Legal Opinion" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
METZGER, HOLLIS, GORDON & ALPRIN
By /S/ Laurence S. Lese
-------------------------------
Laurence S. Lese
LSL/sls
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Zions Bancorporation:
We consent to the use of our report dated January 22, 1996, with respect to the
consolidated financial statements of Zions Bancorporation as of December 31,
1995 and 1994, and for each of the years in the three-year period ended December
31, 1995 incorporated herein by reference, and to the reference to our firm
under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Salt Lake City, Utah
February 7, 1997
