ZIONS BANCORPORATION /UT/
SC 13D/A, 1997-01-07
NATIONAL COMMERCIAL BANKS
Previous: WESTINGHOUSE ELECTRIC CORP, S-8 POS, 1997-01-07
Next: SALOMON INC, 424B3, 1997-01-07



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4 )*


                           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)

                                December 20, 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 [ ]. (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).
<PAGE>   2
- ---------------------
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

- --------------------------------------------------------------------------------
 4.      SOURCE OF FUNDS
         WC
- --------------------------------------------------------------------------------
 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                         -0-
    SHARES                 -----------------------------------------------------
BENEFICIALLY               8.       SHARED VOTING POWER
  OWNED BY                          135,715
    EACH                   -----------------------------------------------------
 REPORTING                 9.       SOLE DISPOSITIVE POWER
   PERSON                            -0-
    WITH                   -----------------------------------------------------
                           10.      SHARED DISPOSITIVE POWER
                                    135,715
- --------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                  135,715
- --------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
                                                                      [  ]
- --------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  14.077%
- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON
                  HC,CO
- --------------------------------------------------------------------------------


                                  Page 2 of 10
<PAGE>   3
- ---------------------
CUSIP NO. 552 617 102
- ---------------------
- --------------------------------------------------------------------------------
 1.      NAME OF REPORTING PERSON
         Zions First National Bank

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         87-0189025

- --------------------------------------------------------------------------------
 2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                            (a)  [  ]

                                                            (b)  [  ]
- --------------------------------------------------------------------------------
 3.      SEC USE ONLY

- --------------------------------------------------------------------------------
 4.      SOURCE OF FUNDS
         WC
- --------------------------------------------------------------------------------
 5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
         REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                 [  ]
- --------------------------------------------------------------------------------
 6.      CITIZENSHIP OR PLACE OF ORGANIZATION

         United States
- --------------------------------------------------------------------------------
                           7.       SOLE VOTING POWER
  NUMBER OF                         -0-
    SHARES                 -----------------------------------------------------
BENEFICIALLY               8.       SHARED VOTING POWER
  OWNED BY                          135,715
    EACH                   -----------------------------------------------------
 REPORTING                 9.       SOLE DISPOSITIVE POWER
   PERSON                            -0-
    WITH                   -----------------------------------------------------
                           10.      SHARED DISPOSITIVE POWER
                                    135,715
- --------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                  135,715
- --------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
                                                                 [  ]
- --------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  14.077%

- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON
                  BK
- --------------------------------------------------------------------------------


                                  Page 3 of 10
<PAGE>   4
         Zions Bancorporation ("Zions") hereby amends its report on Schedule 13D
originally filed on May 24, 1996 as heretofore amended (the "Schedule 13D") in
respect of the Common Stock of MACC Private Equities Inc. (the "Company").
Capitalized terms used but not defined herein shall have the meanings given such
terms in the Schedule 13D.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         The funds required to purchase the 135,715 shares of Common Stock
beneficially owned by Zions and the Bank were $1,412,862. These funds were
derived from working capital.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         (a) The Bank currently holds and Zions may be deemed to hold through
the Bank, for purposes of this report on Schedule 13D, the beneficial ownership
of 135,715 shares of Common Stock, which the Bank and Zions believe represents
approximately 14.077% of the outstanding shares of Common Stock.

         (b) Zions may be deemed to share the power to vote or direct the vote
and to dispose or to direct the disposition of the 135,715 shares of Common
Stock held by the Bank.

         (c) On December 4, 1996, the Bank purchased 2,400 shares of Common
Stock at a cost of $24,690.00 ($10.288 per share ). On December 11, 1996, the
Bank purchased 1,700 shares of Common Stock at a cost of $17,515.00 ($10.303).
On December 19, 1996, the Bank purchased 3,700 shares of Common Stock at a cost
of $38,015.00 ($10.274). On December 20, 1996, the Bank purchased 2,500 shares
of Common Stock at a cost of $25,715.00 ($10.286). On January 6, 1997, the Bank
purchased 1,900 shares of Common Stock at a cost of $19,948.56 ($10.499). In
each case, the shares were acquired in the ordinary course of business in
transactions on the open market. To the best knowledge of Zions and the Bank,
none of the persons listed on Schedule I-A or Schedule I-B attached hereto has
effected any transactions in Common Stock during the past 60 days.



                                  Page 4 of 10
<PAGE>   5
                                    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: November 26, 1996


                                            ZIONS BANCORPORATION



                                            By: /s/ Dale M. Gibbons
                                                --------------------------------
                                            Name:  Dale M. Gibbons
                                            Title: Senior Vice President, Chief
                                                        Financial Officer and
                                                        Secretary



                                  Page 5 of 10

<PAGE>   6
                                    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: November 26, 1996


                                            ZIONS FIRST NATIONAL BANK



                                            By: /s/ Dale M. Gibbons
                                                --------------------------------
                                            Name:  Dale M. Gibbons
                                            Title: Executive Vice President,
                                              Chief Financial Officer, and
                                              Secretary





                                  Page 6 of 10
<PAGE>   7
                                  SCHEDULE I-A


                       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.



Name                          Position with Zions, Present Principal Occupation
                              or Employment and Address

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.

Dale M. Gibbons               Senior Vice President, Chief Financial Officer and
                              Secretary of Zions. Executive Vice President,
                              Chief Financial Officer and Secretary of Zions
                              First National Bank.

John J. Gisi                  Senior Vice President of Zions. Chairman and Chief
                              Executive Officer of National Bank of Arizona.

Clark 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 of ZCMI, 2200 South 900 West, Salt Lake
                              City, Utah 84137.



                                  Page 7 of 10
<PAGE>   8
Name                          Position with Zions, Present Principal Occupation
                              or Employment and Address

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 of
                              Zions First National Bank. Director of Questar
                              Corporation.

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 of Ellison
                              Ranching Co.

I.J. Wagner                   Director of Zions. President of 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 of Zions First
                              National Bank.




                                  Page 8 of 10
<PAGE>   9
                                  SCHEDULE I-B

                       DIRECTORS AND EXECUTIVE OFFICERS OF
                            ZIONS FIRST NATIONAL BANK


         The names, business addresses and present principal occupations of the
directors and executive officers of Zions First National Bank (the "Bank") are
set forth below. If no business address is given, the director's or officer's
business address is One South Main Street, Salt Lake City, Utah 84111. The
business address of each of the directors of the Bank is also the business
address of such director's employer, if any. All directors and officers listed
below are citizens of the United States.


Name                          Position with the Bank, Present Principal
                              Occupation or Employment and Address

A. Scott Anderson             Executive Vice President of the Bank.

Gary L. Anderson              Executive Vice President of the Bank.

John B. D'Arcy                Executive Vice President of the Bank.

R. Don Cash                   Director of the Bank. Chairman and Chief Executive
                              Officer, Questar Corporation, Salt Lake City, Utah
                              84139.

Gerald J. Dent                Executive Vice President of the Bank. Senior Vice
                              President of Zions Bancorporation.

Peter K. Ellison              Executive Vice President of the Bank.

Robert C. Fuehr               Director of the Bank. Vice President-Public
                              Policy, Telco Business Development, U S WEST,
                              Englewood, Colorado 80111.

Dale M. Gibbons               Executive Vice President, Chief Financial Officer
                              and Secretary of the Bank. Senior Vice President,
                              Chief Financial Officer and Secretary of Zions
                              Bancorporation.

Ronald S. Hanson              Director of the Bank. Retired.

W. David Hemingway            Executive Vice President of the Bank.

James T. Jensen               Director of the Bank. Executive Vice
                              President/General Counsel of Savage Industries,
                              Salt Lake City, Utah 84107.

Dixie Leavitt                 Director of the Bank. President of St. George
                              Temple, St. George, Utah.

Robert A. Madsen, Sr.         Director of the Bank. Madsen Furniture Co., Salt
                              Lake City, Utah.

Susan Mooney Johnson          Director of the Bank. Consultant. Box 3640,
                              Ketchum, Idaho 83340.



                                  Page 9 of 10
<PAGE>   10
Name                          Position with the Bank, Present Principal
                              Occupation or Employment and Address


Alvin J. Schoenhals           Director of the Bank. Retired.

Harris H. Simmons             President, Chief Executive Officer and Director of
                              the Bank. President and Chief Executive Officer of
                              Zions Bancorporation.

Roy W. Simmons                Chairman of the Board of Directors of the Bank.
                              Chairman of the Board of Directors of Zions
                              Bancorporation.

D. Gill Warner                Director of the Bank. Retired.

Dale W. Westergard            Director of the Bank. Director of Zions
                              Bancorporation. Retired.



                                  Page 10 of 10


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission