As filed with the Securities and Exchange Commission on ____________, 1997
Registration Number 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zions Bancorporation
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Utah
--------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
87-0227400
---------------------------------------
(I.R.S. Employer Identification Number)
One South Main, Suite 1380, Salt Lake City, Utah 84111
801/524-4787
------------------------------------------------------------------------
(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 Duane, Morris & Heckscher LLP
One South Main, Suite 1380 1667 K Street, N.W., Suite 700
Salt Lake City, Utah 84111 Washington, D.C. 20006-1608
801/524-4787 202/776-7800
- ---------------------------------------
(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. [ ]
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. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Proposed
Maximum Maximum Amount Of
Title Of Shares To Be Amount To Be Aggregate Price Aggregate Registration
Registered Registered Per Unit(1) Offering Price Fee(1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, no par value 253,968 Shares N/A $9,904,752 $3,002
=================================================================================================
</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 October 30, 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>
PROSPECTUS
253,968 Shares
Common Stock (no par value)
Zions Bancorporation
This Prospectus covers the offering for resale of 253,968 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 Stockholders named herein under "Selling Stockholders."
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 Nasdaq National Market ("Nasdaq")
under the symbol "ZION." On ____________, 1997, the last reported sale price of
the Common Stock on Nasdaq was $____ per share.
The Shares may be offered by the Selling Stockholders, or by any of
them, for sale from time to time through broker-dealers on the Nasdaq, or
otherwise, at prices then obtainable. The Selling Stockholders and any broker
executing selling orders on behalf of the Selling Stockholders 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."
---------------
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.
---------------
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.
---------------
<TABLE>
<CAPTION>
================================================================================================
Initial Public Underwriting Proceeds to
Offering Price Commissions(1) Selling Stockholders(1)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............. $ $ -0- $
- -------------------------------------------------------------------------------------------------
Total................. $ $ -0- $
================================================================================================
</TABLE>
(1) The Selling Stockholders, or any of them, will sell the Shares from time
to time at the market through broker-dealers on the Nasdaq, or through
privately-negotiated transactions, at prices then obtainable. Each Selling
Stockholder will pay all transaction costs associated with effecting any
respective sales that occur.
---------------
The date of this Prospectus is _________________, 1997.
<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
following regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. 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, such materials can
also be obtained from the Commission's 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
which may be obtained from the Commission's Web site, 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,
1996;
(b) Zions' quarterly reports on Form 10-Q for the quarters ended March
31 1997 and June 30, 1997;
-2-
<PAGE>
(c) Zions' current reports on Form 8-K filed on March 11, 1997, July 9,
1997 and October 3, 1997; 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, dated on October 10, 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, 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 (the "Bank Holding
Company Act"), and organized under the laws of Utah, engaged primarily in the
commercial banking business through its banking subsidiaries. Zions' principal
executive offices are at One South Main, Suite 1380, Salt Lake City, Utah 84111
(telephone: 801/524-4787). Zions is the second largest bank holding company
headquartered in Utah. Zions First National Bank, Salt Lake City, Utah ("ZFNB"),
founded in 1873, is a wholly-owned subsidiary of Zions (except for directors'
qualifying shares) and currently has 110 offices located throughout the state of
Utah as well as fifteen offices in various communities in Idaho, plus one
foreign office, for a total of 126 banking offices, including its Head Office.
ZFNB is the second largest banking organization 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 currently has 37 offices in Nevada and is the
fifth largest banking organization in Nevada. NBA currently has 28 offices in
Arizona and is the fifth largest banking organization in Arizona. On May 16,
1997, Zions acquired Aspen Bancshares, Inc. ("Aspen"), a bank holding company
headquartered in Aspen, Colorado. The operations acquired in the Aspen merger
are conducted through 12 offices/branches in western Colorado and one branch in
northeastern New Mexico. As of December 31, 1996, Aspen had total consolidated
-3-
<PAGE>
assets of $451 million, deposits of $399 million, and shareholders' equity of
$31 million. On July 11, 1997, Zions also acquired Zions Bank (formerly
Tri-State Bank) in Montpelier, Idaho. Subsequent to the acquisition by Zions of
Zions Bank, Zions Bank acquired 10 branches from Wells Fargo Bank, N.A., located
in Idaho, and opened two de novo branches in Idaho. On July 19, 1997, Zions
completed its acquisition of 27 former branches of Wells Fargo Bank in Arizona
(11 branches), Idaho (10 branches), Nevada (5 branches), and Utah (1 branch).
The acquisition included $378 million in deposit accounts and the branch
offices. On September 20, 1997, Zions Bank completed its acquisition of four
additional branches from Wells Fargo in Utah. The acquisition included $56
million in deposit accounts and the branch offices. On August 15, 1997, Zions
Bank merged with ZFNB. As a result, ZFNB now operates 15 branches in Idaho. On
October 17, 1997, Zions acquired Sun State Capital Corporation ("Sun State"), a
Nevada bank holding company and parent company of Sun State Bank. In the
transaction, Sun State merged with and into Zions, and Sun State Bank merged
with and into Nevada State Bank. As a result of the acquisition, Nevada State
Bank added four offices in the Las Vegas and one office in the Reno, Nevada
areas to its franchise. As of June 30, 1997, Sun State had total assets of
$162.1 million, deposits of $147.8 million, and shareholders' equity of $13.2
million. As of December 31, 1996 Zions had total consolidated assets of $6.49
billion, deposits of $4.55 billion, and shareholders' equity of $507.5 million;
as of June 30, 1997, Zions had total consolidated assets of $8.05 billion,
deposits of $5.16 billion, and shareholders' equity of $589.2 million. 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 Stockholders. Zions will pay all expenses incurred in connection
with this public offering of the Shares. Each Selling Shareholder will pay all
transaction costs associated with effecting any respective sales of the Shares
that occur.
RECENT DEVELOPMENTS
Acquisition and Other Developments
On July 7, 1997, Zions and GB Bancorporation ("Grossmont"), the parent
company of Grossmont Bank, announced that a definitive agreement had been signed
under which Grossmont will merge with and into Zions, with Grossmont
shareholders receiving common shares of Zions. Grossmont Bank has approximately
$720 million in assets and 14 offices in San Diego County, California. It is
both the largest and oldest independent bank in the San Diego area. The merger
is subject to the approval of Grossmont shareholders and banking regulators and
is expected to close in the fourth quarter of 1997. The merger is structured to
be tax-free and is intended to be accounted for as a pooling-of-interests. Zions
has owned approximately 4.5% of Grossmont since October 1995. The agreement
provides for the issuance of 4.7 million shares of Zions Common Stock for the
remaining 95.5% of Grossmont common stock that it does not presently own. Based
upon Zions' July 7 closing price of $36 3/8 per share, the transaction
(including Zions' basis in its original investment) is valued at $173 million,
which is 3.3 times Grossmont's book value. Zions will incur $2 million in merger
related charges in the fourth quarter of 1997.
-4-
<PAGE>
On September 24, 1997, Zions, Vectra Banking Corporation ("Vectra"), and
Tri-State Finance Corporation ("Tri-State") announced that definitive agreements
have been signed under which Vectra will merge with and into Zions and Tri-State
with and into a subsidiary of Zions, both in exchange for common shares of
Zions. At August 31, 1997 Vectra had assets of $660 million and Tri-State had
assets of $130 million. The mergers, which are unrelated and not conditional on
each other, are subject to the approval of banking regulators and the
shareholders of Vectra and Tri-State, respectively. The transactions are
expected to close in early 1998. The mergers are structured to be tax-free and
are intended to be accounted for as poolings-of-interests. The agreement with
Vectra provides for the exchange of each common share of Vectra for 0.685 common
shares of Zions and each preferred share of Vectra for approximately 7.75 common
shares of Zions. The merger is subject to a floor arrangement which would be
triggered if Zions' stock price both declines and results in a price at closing
which has decreased more than 18% relative to the KBW 50 index. Vectra has given
Zions an option to acquire up to 19.9% of Vectra's common stock which is
exercisable in certain circumstances related generally to the acquisition of
Vectra by a third party. The agreement with Tri-State provides for the exchange
of 710,000 common shares of Zions for all of the outstanding stock of Tri-State,
which is privately held. Based upon Zions' stock price of $41 per share as of
September 23, 1997, in aggregate the transactions are valued at approximately
$200 million, which is 3.8 times the combined book value and 18.5 times the
estimated 1998 earnings of the combined Vectra and Tri-State. Vectra has 18
offices in Colorado and Tri-State has three offices in Colorado. The mergers are
expected to be immediately accretive to Zions' earnings per share. Zions will
incur $1.2 million in merger-related charges in the first quarter of 1998 in
conjunction with closing these transactions.
From time-to-time, Zions investigates and holds discussions with other
banks and financial service entities concerning the possible acquisition of such
entities.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock is traded on the Nasdaq National Market under the
symbol "ZION." The following table sets forth the high and low daily sales
prices 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.
-5-
<PAGE>
Cash
Dividends
High Low Declared
---- --- --------
1995
First Quarter...................................$10.13 $ 8.88 $ .075
Second Quarter.................................. 12.50 9.53 .0875
Third Quarter................................... 15.38 12.38 .0875
Fourth Quarter.................................. 20.28 15.22 .1025
--------
$ .3525
========
1996
First Quarter...................................$19.81 $16.69 .1025
Second Quarter.................................. 19.75 17.00 .1025
Third Quarter................................... 22.44 18.00 .11
Fourth Quarter.................................. 26.00 21.69 .11
-------
$ .425
========
1997
First Quarter...................................$33.25 $25.69 $ .11
Second Quarter.................................. 37.63 28.38 .12
Third Quarter................................... 41.13 34.69 .12
Fourth Quarter (through October 30, 1997)....... 40.19 37.63 --
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 its 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."
-6-
<PAGE>
ZIONS BANCORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share and ratio data)
<TABLE>
<CAPTION>
As of, and for the Six As of, and for the
Months Ended June 30, Year Ended December 31,
------------------------- -----------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
EARNINGS SUMMARY (Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Taxable-equivalent net interest
income $ 146,939 $ 126,628 $ 267,583 $ 232,417 $ 203,313 $ 178,636 $ 160,854
Net interest income 143,650 123,439 260,473 227,094 198,606 174,657 157,282
Noninterest income 63,958 52,603 110,891 88,014 73,202 79,880 62,849
Provision for loan losses 1,810 1,360 3,540 2,800 2,181 2,993 10,929
Noninterest expense (1) 121,719 101,192 214,332 190,030 174,900 167,750 139,069
Income taxes 29,340 24,755 52,142 40,950 30,900 27,248 22,924
Income before cumulative effect
of changes in accounting
principles 54,739 48,735 101,350 81,328 63,827 56,546 47,209
Cumulative effect of changes in
accounting principles (2) - - - - - 1,659 -
Net income 54,739 48,735 101,350 81,328 63,827 58,205 47,209
COMMON STOCK DATA
Earnings per common share:
Income before cumulative effect
of changes in accounting
principles $ .92 $ .83 $ 1.71 $ 1.38 $ 1.09 $ .99 $ .86
Net income .92 .83 1.71 1.38 1.09 1.02 .86
Dividends paid per share .23 .21 .43 .35 .29 .25 .19
Dividend payout ratio (%) 24.80% 24.66% 24.66% 25.27% 27.06% 21.81% 20.31%
Book value per share at period
end 9.82 8.01 8.61 7.36 6.28 5.50 4.74
Market to book value at period
end (%) 383.15 227.06% 301.89% 272.59% 142.83% 168.11% 200.53%
Weighted average common and
common equivalent shares
outstanding during the period 59,473,000 58,844,000 59,228,000 58,868,000 58,404,000 57,120,000 55,160,000
Common shares outstanding at
period end 60,025,863 59,090,660 58,918,880 58,223,680 58,238,208 56,805,468 54,910,176
AVERAGE BALANCE SHEET DATA
Money market investments $1,611,305 $ 981,449 $ 909,470 $ 936,846 $ 869,709 $ 788,694 $ 469,062
Securities 2,143,241 1,743,036 1,827,300 1,632,253 1,545,704 1,209,165 927,976
Loan and leases, net 3,670,569 2,975,685 3,126,899 2,599,071 2,574,995 2,222,182 2,104,679
Total interest-earning assets 7,425,115 5,700,170 5,863,669 5,168,170 4,990,408 4,220,041 3,501,717
Total assets 8,012,036 6,208,569 6,377,695 5,658,690 5,456,613 4,643,918 3,807,832
Interest-bearing deposits 3,601,086 3,236,956 3,324,536 3,021,060 2,744,976 2,449,275 2,356,384
Total deposits 4,641,091 4,136,808 4,258,270 3,858,271 3,583,094 3,178,926 2,912,860
FHLB advances and other borrowings 90,762 103,485 96,496 114,270 151,164 195,097 128,856
Long-term debt 251,218 56,001 58,466 57,506 59,493 75,623 82,219
Total interest-bearing liabilities 6,325,010 4,756,592 4,872,070 4,320,229 4,197,865 3,556,746 2,962,079
Shareholders' equity 524,403 441,709 468,573 397,268 339,181 286,331 240,411
PERIOD END BALANCE SHEET DATA
Money market investments $ 831,176 $ 386,382 $ 613,429 $ 687,251 $ 403,446 $ 597,680 $ 616,180
Securities 2,549,715 1,942,302 1,809,688 1,540,489 1,663,433 1,258,939 981,695
Loans and leases, net 3,923,890 3,212,191 3,452,543 2,806,956 2,391,278 2,486,346 2,107,433
Allowance for loan losses 71,538 69,272 69,954 67,555 67,018 68,461 59,807
Total assets 8,049,952 6,087,914 6,484,964 5,620,646 4,934,095 4,801,054 4,107,924
Total deposits 5,159,917 4,340,316 4,552,017 4,097,114 3,705,976 3,432,289 3,075,110
FHLB advances and other borrowings 149,918 96,335 87,194 101,084 127,319 288,249 205,222
Long-term debt 251,171 55,992 251,620 56,229 58,182 59,587 99,223
Shareholders' equity 589,194 473,522 507,452 428,506 365,770 312,592 260,070
-7-
<PAGE>
<CAPTION>
As of, and for the Six As of, and for the
Months Ended June 30, Year Ended December 31,
------------------------- -----------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Nonperforming assets:
Nonaccrual loans $ 11,908 $ 8,501 $ 11,526 $ 7,438 $ 13,635 $ 23,364 $ 21,556
Restructured loans 830 206 857 249 567 4,006 4,003
Other real estate owned and
other nonperforming assets 920 259 138 1,609 4,741 3,267 5,971
Total nonperforming assets 13,658 8,966 12,521 9,296 18,943 30,637 31,530
Accruing loans past due 90 days
or more 7,070 5,494 3,553 5,232 3,041 10,821 6,409
SELECTED RATIOS
Net interest margin (3) 3.99% 4.47% 4.56% 4.50% 4.07% 4.23% 4.59%
Return on average assets 1.38% 1.58% 1.59% 1.44% 1.17% 1.25% 1.24%
Return on average common equity 21.05% 22.19% 21.63% 20.47% 18.82% 20.33% 19.64%
Ratio of average common equity to 6.55% 7.11% 7.35% 7.02% 6.22% 6.17% 6.31%
average assets
Tier I risk-based capital - period
end 14.16% 11.13% 14.38% 11.38% 11.81% 10.85% 10.23%
Total risk-based capital - period
end 16.86% 13.82% 18.31% 14.23% 14.96% 14.12% 15.13%
Leverage ratio - period end 7.70% 6.45% 8.77% 6.28% 6.24% 5.44% 6.21%
Ratio of nonperforming assets to
total assets - period end .17% .15% .19% .17% .38% .64% .77%
Ratio of nonperforming assets to
net loans and leases and other
real estate owned and other
nonperforming assets at period .35% .28% .36% .33% .79% 1.23% 1.49%
end
Ratio of net charge-offs
(recoveries) to average loans
and leases .19% .15% .12% .10% .19% (.23)% .44%
Ratio of allowance for loan losses
to net loans and leases
outstanding at period end 1.82% 2.16% 2.03% 2.41% 2.80% 2.75% 2.84%
Ratio of allowance for loan losses
to nonperforming loans at period
end 561.61% 795.59% 564.92% 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 ago 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 Bancorporation
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.
-8-
<PAGE>
Principal Holders of Zions Common Stock
The following table sets forth as of June 30, 1997, the record and
beneficial ownership of Zions Common Stock by the principal common shareholders
of Zions.
No. of % of
Name and Address Type of Ownership Shares Class
- ---------------- ----------------- ------ -----
Roy W. Simmons Record and Beneficial 2,291,911 3.82%
One South Main Beneficial(1) 1,991,376 3.32%
Salt Lake City, Utah 84111 --------- ----
4,283,287 7.14%
Zions First National Bank Record(2) 4,581,822 7.60%
One South Main
Salt Lake City, Utah 84111
(1) Represents Roy W. Simmons' beneficial ownership interest in 1,991,376 shares
held by a company in which Mr. Simmons serves as a director.
(2) These shares are owned of record as of June 30, 1997, 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 3,286,821
shares (5.45% of the class) it holds as trustee for the Zions Bancorporation
Employee Stock Savings Plan, the Zions Bancorporation Employee Investment
Savings Plan, and the Zions Bancorporation Profit Sharing Plan. Zions First
National Bank also acts as trustee for the Zions Bancorporation Dividend
Reinvestment Plan, which holds 998,864 shares (1.66% of the class) and the
Zions Bancorporation PAYSOP Plan, which holds 296,137 shares (.49% 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 June 30, 1997, 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 8,800 * (1)
R.D. Cash 26,000 * (1)
Grant R. Caldwell 6,000 * (1)
-9-
<PAGE>
Richard H. Madsen 197,372 * (1)
Roger B. Porter 2,000 * (1)
Robert G. Sarver 300,194 * (1)
Harris H. Simmons 2,400,179(2) 4.00
L. E. Simmons 2,219,837(2) 3.70
Roy W. Simmons 4,283,287(2) 7.14
I. J. Wagner 284,000(2) * (1)
Dale W. Westergard 163,022 * (1)
All directors and officers
as a group (31 persons) 7,243,523 12.02
(1) Immaterial percentage of ownership.
(2) Totals include 1,991,376 shares attributed to each individual through
serving as a director in a company holding such shares in Zions. Of such
1,991,376 shares attributed to Harris H. Simmons, Mr. Simmons holds an
option to acquire 186,792 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 Board of Governors of the Federal
Reserve System (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 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.
-10-
<PAGE>
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," 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 more stringent 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.
-11-
<PAGE>
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 14.38% and
18.31%, 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 June
30, 1997 under the risk-based capital guidelines.
-12-
<PAGE>
Risk-Based Capital
(Dollars in thousands)
Percent
of Risk-
Adjusted
Amount Assets
------ ------
Tier 1 Capital....................... $ 636,178 14.16%
Minimum Requirement.................. 179,695 4.00
---------- -------
Excess............................. $ 456,483 10.16%
========== =======
Total Capital........................ $ 757,497 16.86%
Minimum Requirement.................. 359,391 8.00
---------- -------
Excess............................. $ 398,106 8.86%
========== =======
Risk-Adjusted Assets, net of
goodwill, excess deferred tax
assets and excess allowance........ $4,492,385 100.00%
========== ======
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
June 30, 1997, Zions' leverage ratio was 7.70%.
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 June 30, 1997. 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.
-13-
<PAGE>
(Dollars in thousands)
Percent
of Average
Assets, Net
Amount of Goodwill
------ -----------
Tier 1 Capital........................... $ 636,178 7.70%
Minimum Requirement...................... 247,999 3.00
----------- ------
Excess................................... $ 388,179 4.70%
========== ======
Average Assets, net of goodwill and
deferred tax assets.................... $8,266,641 100.00%
========== ======
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 of the Currency, the Federal Deposit
Insurance Corporation (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.
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 critically undercapitalized,
significantly 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 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.
-14-
<PAGE>
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.
-15-
<PAGE>
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 Bank Insurance Fund
(the "BIF"), and most savings associations to the Savings Association Insurance
Fund (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 determined 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
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.
-16-
<PAGE>
Until December 31, 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). 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 second semi-annual
period of 1997 have been set at .63 basis points annually for BIF-assessable
deposits and 3.15 basis points annually for SAIF-assessable deposits, subject to
quarterly review and adjustment.
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. Since
June 1, 1997, and earlier if permitted by applicable state law, an insured bank
has been authorized to apply to the appropriate federal agency for permission to
merge with an out-of-state bank and convert the branch offices of the
out-of-state bank to those of its own, or, alternatively, convert its branch
offices to those of the out-of-state bank, unless its home state or the home
state of the out-of-state bank had adopted qualifying legislation barring this
form of interstate expansion by June 1, 1997.
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
more stringent 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.
-17-
<PAGE>
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.
Bank holding companies whose home state is Utah are authorized to
acquire control of depository institutions and depository institution holding
companies located in other states.
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.
DESCRIPTION OF CAPITAL STOCK
Common Stock
Zions is authorized to issue 100,000,000 shares of its Common Stock, no
par value, of which 59, 426,300 shares were outstanding as of September 30,
1997. As of that date, a total of 4,400,744 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
September 30, 1997 was 36,172,956 shares.
-18-
<PAGE>
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.
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.
-19-
<PAGE>
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 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 $90.00.
-20-
<PAGE>
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 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.
-21-
<PAGE>
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 Nasdaq National Market 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
Nasdaq National Market 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 on the Nasdaq National Market and has more than 2,000 shareholders of
record.
Preferred Stock
The Articles authorize Zions 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.
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 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.
-22-
<PAGE>
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 STOCKHOLDERS
The Selling Stockholders, or any of them, offer for resale by means of
this Prospectus some or all of the shares that they acquired from Zions in July
1997 when Zions acquired Tri-State Bank, an Idaho banking corporation
("Tri-State"), pursuant to an Agreement and Plan of Reorganization dated April
23, 1997 (the "Plan of Reorganization"). At a special meeting of Tri-State
stockholders, held July 11, 1997, the stockholders approved the Plan of
Reorganization, whereby shares of Zions common stock were exchanged for all of
the issued and outstanding shares of common stock of Tri-State, the result of
which was that Tri-State became a wholly-owned subsidiary of Zions. In the
acquisition of Tri-State, Zions issued to the Tri-State stockholders a total of
253,968 shares of Zions Common Stock (herein, the "Shares"). The Shares
constitute approximately 0.43% of the issued and outstanding shares of Zions as
of September 30, 1997. The Selling Stockholders, or each of them, 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 sale of Shares.
The following table sets forth certain information regarding ownership
of Zions Common Stock as of November 1, 1997, by each Selling Stockholder.
Ownership Prior Shares
Name to the Offering Being Offered
- ---- --------------- -------------
Anderson, Vella 134 134
Bartlett, Afton S. 67 67
Bateman, Peter 355 355
Birdwell, Dorothy 9 9
Brown, Betty 9 9
Brown, Bruce 9 9
Brown, Wendell 28 28
Carlsen, Garth & Elaine 144 144
Chadwick, Clair 11,310 11,310
Chadwick, Clair & Evelyn 12,328 12,328
Chadwick, Clair & Frank 198,910 198,910
-23-
<PAGE>
Chadwick, Frank 576 576
Chadwick, Nicki Jo 4,035 4,035
Chadwick, Matthew Frank 4,035 4,035
Chadwick, Garett Paul 4,035 4,035
Deromedis, Joe 864 864
Hesson, Carolyn R. 48 48
Hildt, Phyllis 19 19
Merrill Lynch Pierce, Fenner,
& Smith Inc. 48 48
Matthews, Jane 67 67
Minhondo, Michael Pierre 67 67
Minhondo, Patricia Lynn 67 67
Minhondo, Robert 67 67
Nelson, David M. 355 355
Nelson, Steven P. 355 355
Perkins, D.E. 730 730
Phelps, Gerald E. 384 384
Pope, Lewis W. 163 163
Rich, Reed James 1,181 1,181
Romrell, Demar 845 845
Security State Corp. 12,011 12,011
Stucki, Wallace P. 76 76
Westlake, Bert & Rhea 595 595
Whaley, Denise Ream 28 28
Prior to the transaction, none of the Selling Stockholders had any
relationship or affiliation with Zions or its affiliates. Following the
acquisition, none of the Selling Stockholders has any relationship or
affiliation with Zions or its affiliates.
-24-
<PAGE>
PLAN OF DISTRIBUTION
Depending on market conditions and other factors, each of the Selling
Stockholders may sell his or her respective 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.
Agents, dealers and underwriters may be entitled under agreements
entered into with any of the respective Selling Stockholders 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 some of the Selling Stockholders 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 any of the Selling Stockholders and any discounts or commissions
payable with respect to sales of such Shares. Each of the Selling Stockholders
will pay any transaction costs associated with effecting any respective sales
that occur.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been
passed upon by Duane, Morris & Heckscher LLP, Washington, D.C.
EXPERTS
The consolidated financial statements of Zions as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December 31,
1996, 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.
-25-
<PAGE>
<TABLE>
<S> <C>
============================================= =============================================
No dealer, salesperson or other 253,968 Shares
individual has been authorized to give Common Stock
any information or to make any (no par value)
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 Zions Bancorporation
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 PROSPECTUS
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 _________________, 1997
Dividends............................. 6
Information Concerning Zions
Bancorporation........................ 7
Supervision and Regulation.............. 11
Monetary Policy......................... 19
Description of Capital Stock............ 19
Selling Stockholders.................... 24
Plan of Distribution.................... 26
Legal Opinion........................... 26
Experts................................. 26
============================================= =============================================
</TABLE>
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee......................$ 3,002
Printing Fees......................... 1,000
Legal Fees............................ 10,000
Accounting Fees....................... 8,600
Blue Sky Fees......................... -0-
Miscellaneous......................... 398
Total.................................$23,000.
The foregoing amounts are the best estimates of Zions, except for SEC
Registration Fee.
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.
<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.
<PAGE>
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 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.
<PAGE>
(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
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 15
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.
<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 3rd day of November, 1997.
Zions Bancorporation
By: /s/Harris H. Simmons
------------------------------------
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
- --------- -------- ----
/s/ Harris H. Simmons
- ------------------------ President, Chief Executive November 3, 1997
Harris H. Simmons Officer and Director
/s/ Dale M. Gibbons
- ------------------------ Senior Vice President November 3, 1997
Dale M. Gibbons Chief Financial Officer
<PAGE>
/s/Walter E. Kelly
- ------------------------ Controller November 3, 1997
Walter E. Kelly
/s/Roy W. Simmons
- ------------------------ Chairman and Director November 3, 1997
Roy W. Simmons
- ------------------------ Director
Jerry C. Atkin
/s/R. D. Cash
- ------------------------ Director November 3, 1997
R. D. Cash
- ------------------------ Director
L. E. Simmons
- ------------------------ Director
Grant R. Caldwell
/s/I. J. Wagner
- ------------------------ Director November 3, 1997
I. J. Wagner
- ------------------------ Director
Roger B. Porter
/s/Richard H. Madsen
- ------------------------ Director November 3, 1997
Richard H. Madsen
/s/Robert G. Sarver
- ------------------------ Director November 3, 1997
Robert G. Sarver
<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 Duane, Morris & Heckscher LLP 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 Duane, Morris & Heckscher LLP (contained in
their opinion filed as Exhibit 5)
24 Power of Attorney (set forth on Page II-5 of the
Registration Statement)
EXHIBIT 5
Duane, Morris & Heckscher LLP
1667 K Street, N.W., Suite 700
Washington, D.C. 20006-1608
(202) 776-7800
November 1, 1997
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
Gentlemen:
We have acted as counsel to Zions Bancorporation ("Zions") in
connection with the registration of 253,968 shares of Zions common stock, no par
value, on behalf of and for the resale by various selling stockholders (the
"Selling Stockholders") who are identified in the prospectus portion of the
Registration Statement, as defined below, under the caption "Selling
Stockholders" (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 the Shares under the Securities Act of
1933, as amended. 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) the Agreement and Plan of Reorganization dated April 23,
1997, between Zions and Tri-State Bank ("Tri-State");
(2) the Articles of Share Exchange, dated July 11, 1997;
(3) the Certificate of Exchange of the Department of State
of the State of Idaho, dated July 11, 1997;
(4) the certificate of the Assistant Secretary of Tri-State
Bank, dated July 11, 1997, as to the results of the vote
of the shareholders at the Tri-State special meeting of
shareholders held on July 11, 1997;
<PAGE>
Zions Bancorporation
November 1, 1997
Page 2
(5) various closing certificates dated July 10, 1997 and July
11, 1997, executed by officers of Tri-State Bank and by
officers of Zions Bancorporation as required by the
Agreement and Plan of Reorganization;
(5) a copy certified to our satisfaction of the share
certificate issued by Zions to the Selling Stockholders
for the Shares;
(6) a copy certified to our satisfaction of the Restated
Articles of Incorporation of Zions as in effect on the
date hereof;
(7) copies certified to our satisfaction of resolutions
adopted by the Board of Directors of Zions on April 25,
1997, including resolutions approving the Registration
Statement; and
(8) 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 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 sale by the Selling Stockholders, be duly authorized, validly
issued, fully paid and nonassessable shares of Zions Common Stock.
This opinion has been delivered to the addressee to be used
solely by the addressee for inclusion as an exhibit in the Registration
Statement, and the opinion is not to be used, circulated, or otherwise referred
to for any other purpose, nor is the opinion to be relied upon by any person
other than the addressee.
<PAGE>
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,
DUANE, MORRIS & HECKSCHER LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Zions Bancorporation:
We consent to the use of our report dated January 16, 1997, with respect to the
consolidated financial statements of Zions Bancorporation as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996 incorporated herein by reference, and to the reference to our firm
under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Salt Lake City, Utah
November 3, 1997
