SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(Amendment No. _____)*
VECTRA BANKING CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
922398-10-2
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(CUSIP Number)
DALE M. GIBBONS, ZIONS BANCORPORATION, ONE SOUTH MAIN,
SUITE 1380, SALT LAKE CITY, UTAH 84111 (801) 524-4787
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 23, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 922398-10-2 13D PAGE 2 OF 14 PAGES
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ZIONS BANCORPORATION
I.R.S. IDENTIFICATION NO. 87-0227400
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH.
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7. SOLE VOTING POWER
NUMBER OF 1,180,462*
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,180,462
WITH -----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
THE REPORTING PERSON HAS ACQUIRED AN OPTION TO PURCHASE UP TO 959,462
SHARES OF VECTRA COMMON STOCK AND CURRENTLY OWNS 221,000 SHARES OF VECTRA
COMMON STOCK.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
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14. TYPE OF REPORTING PERSON
CO.
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* Up to 959,462 shares of Common Stock, $.01 par value ("Vectra Common
Stock"), of Vectra Banking Corporation, a Colorado corporation ("Vectra" or
the "Issuer"), covered by this statement are obtainable by Zions
Bancorporation, a Utah corporation ("Zions"), upon exercise of the option
described in Item 4 below, if the option were exercisable on the date
hereof. Zions expressly disclaims beneficial ownership of any such shares.
Prior to the existence of the Option (defined below), Zions was not
entitled to any rights of a shareholder in Vectra with respect to such
shares. The Option may be exercised only upon the happening of certain
events described in Item 4 below, none of which has occurred as of the date
hereof, and none of which is in the control of Zions. Dispositive and
voting powers are summarized in Items 4 and 5 below. During the 60-day
period prior to the date hereof, Zions acquired 221,000 shares of Vectra
Common Stock at an average price of $18.95 per share in brokers
transactions on the NASDAQ National Stock Market.
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CUSIP NO. 922398-10-2 13D PAGE 3 OF 14 PAGES
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ITEM 1. SECURITY AND ISSUER.
(a) This Schedule 13D relates to the $.01 par value common stock of
Vectra.
(b) The principal executive offices of the Issuer are located at 1650
South Colorado Boulevard, Suite 320, Denver, Colorado 80209.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The reporting person is Zions Bancorporation.
(b) The reporting person is incorporated in Utah.
(c) The reporting person's principal business is that of a holding
company for banking subsidiaries.
(d) The address of the reporting person's principal business and
principal office is One South Main, Suite 1380, Salt Lake City,
Utah 84111.
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CUSIP NO. 922398-10-2 13D PAGE 4 OF 14 PAGES
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(e) The reporting person has not been convicted in a criminal
proceeding during the last five years.
(f) The reporting person, during the last five years, was not a party
to any civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
It is presently anticipated that, should any purchase of Vectra Common
Stock be made by Zions pursuant to the Option Agreement described below
in response to Item 4, or otherwise, the source of any funds used in
any such purchase would be the available cash, cash equivalents,
available for sale securities and bank financing of Zions.
ITEM 4. PURPOSE OF TRANSACTION.
A. THE MERGER AGREEMENT.
On September 23, 1997, Zions and Vectra entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which Vectra agreed
to merge with and into Zions (the "Merger"). The Merger is subject to
receipt of regulatory and Vectra shareholder approval, as well as other
closing conditions, and it is currently estimated that the Merger will
be consummated in the last quarter of 1997 or the first quarter of
1998, subject to satisfaction of such closing conditions.
Under the terms of the Merger, each holder of Vectra Common Stock
issued and outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement) will receive .685 of a share of Zions
Common Stock in exchange for each share of Vectra Common Stock. Each
holder of Vectra Convertible Preferred Stock will receive 7.755 shares
of Zions Common Stock in exchange for each share of Vectra Convertible
Preferred Stock. Upon consummation of the Merger, the certificate of
incorporation and by-laws of Zions will be the certificate of
incorporation and by-laws of the surviving corporation.
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CUSIP NO. 922398-10-2 13D PAGE 5 OF 14 PAGES
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The Merger is subject to the approval of the Board of Governors of the
Federal Reserve Board (the "Federal Reserve Board") and Colorado
banking authorities, the approval of the shareholders of Vectra, and
the satisfaction of various other terms and conditions set forth in the
Merger Agreement.
B. THE OPTION.
As an inducement and a condition to Zions' entering into the Merger
Agreement, on September 23, 1997, Vectra and Zions entered into a Stock
Option Agreement (the "Option Agreement"), pursuant to which Vectra
granted Zions an option (the "Option") entitling it to purchase up to
959,462 (or such lesser amount as shall constitute 19.9% of the
outstanding shares of Vectra Common Stock on the date of exercise)
fully paid and nonassessable shares of Vectra Common Stock at a price
per share equal to $23.39 per share (the "Option Price"), subject to
adjustment in certain circumstances.*
Subject to applicable law, regulatory restrictions and other certain
conditions, Zions may exercise the Option, in whole or in part, at any
time following the occurrence of a Purchase Event (as defined below)
and prior to an Exercise Termination Event (as defined below).
As defined in the Option Agreement, "Purchase Event," means the
occurrence of either of the following events or transactions:
1. The acquisition by any Person (the term "Person" for purposes of
the Option Agreement having the meaning assigned thereto in
Sections 3(a)(9) and 13(d)(3) of the Securi ties Exchange Act of
1934 (the "Exchange Act"), and the rules and regulations
thereunder) other than Zions or any of its subsidiaries (each a
"Zions Subsidiary") of beneficial ownership of shares of Vectra
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* In the event of any change in the Vectra Common Stock by reason of stock
dividends, split-ups, recapitalizations, or the like, the type and number of
shares of Vectra Common Stock subject to the Option shall be increased so that,
after such issuance and together with shares of Vectra Common Stock previously
issued pursuant to the exercise of the Option, the number of shares of Vectra
Common Stock subject to the Option equals 19.9% of the number of shares of
Vectra Common Stock then issued and outstanding.
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CUSIP NO. 922398-10-2 13D PAGE 6 OF 14 PAGES
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Common Stock, such that, upon the consummation of such
acquisition, such Person would have beneficial ownership, in the
aggregate, of 25% or more of the then outstanding shares of Vectra
Common Stock; or
2. The occurrence of a Preliminary Purchase Event (as defined below)
described in paragraph (1) under the definition of "Preliminary
Purchase Event" below except that the percentage referred to in
clause (z) of such paragraph (1) shall be 25%.
As defined in the Option Agreement, "Exercise Termination Event" means
any one of the following events:
1. The time immediately prior to the Effective Time;
2. Twelve months after the first occurrence of a Purchase Event;
3. Eighteen months after the termination of the Merger Agreement
following the occurrence of a Preliminary Purchase Event;
4. The termination of the Merger Agreement in accordance with the
terms thereof prior to the occurrence of a Purchase Event or a
Preliminary Purchase Event (other than a termination of the Merger
Agreement by Zions pursuant to Section 8.01(b)(i) or (ii) thereof
(breach of Merger Agreement by either party entitles other party
to terminate Merger Agreement) or by Zions and Vectra pursuant to
Section 8.01(a) thereof (mutual agreement to terminate the Merger
Agreement) if Zions shall at that time have been entitled to
terminate the Merger Agreement pursuant to Section 8.01(b)(i) or
(ii) thereof (provided that the breach of Vectra giving rise to
such termination or such right to terminate was willful));
5. Eighteen months after the termination of the Merger Agreement by
Zions pursuant to Section 8.01(b)(i) or (ii) thereof or by Zions
and Vectra pursuant to Section 8.01(a) thereof if Zions shall at
that time have been entitled to terminate the Merger Agreement
pursuant to Section 8.01(b)(i) or (ii) thereof (provided that the
breach of Vectra giving rise to such termination or such right to
terminate was willful).
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CUSIP NO. 922398-10-2 13D PAGE 7 OF 14 PAGES
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As defined in the Option Agreement, "Preliminary Purchase Event" means
any one of the following events:
1. Vectra or any of its subsidiaries (each a "Vectra Subsidiary")
shall have entered into an agreement to engage in an Acquisition
Transaction (as defined below) with any Person other than Zions or
any Zions Subsidiary or the Board of Directors of Vectra shall
have recommended that the shareholders of Vectra approve or accept
any Acquisition Transaction with any Person other than Zions or
any Zions Subsidiary. For purposes of the Option Agreement,
"Acquisition Transaction" shall mean (x) a merger or
consolidation, or any similar transaction, involving Vectra or any
Vectra Subsidiary, (y) a purchase, lease or other acquisition of
all or substantially all of the assets of or assumption of all or
substantially all the deposits of Vectra or any Vectra Subsidiary
or (z) a purchase or other acquisition (including by way of
merger, consolidation, share exchange or otherwise) of securities
representing 10% or more of the voting power of Vectra or any
Vectra Subsidiary, provided that the term "Acquisition
Transaction" does not include any internal merger or consolidation
involving only Vectra and/or Vectra Subsidiaries;
2. Any Person (other than Zions or any Zions Subsidiary or any Vectra
Subsidiary acting in a fiduciary capacity in the ordinary course
of business) shall have acquired Beneficial Ownership or the right
to acquire Beneficial Ownership, of shares of Vectra Common Stock
(the term "Beneficial Ownership" for purposes of the Option
Agreement having the meaning assigned thereto in Section 13(d) of
the Exchange Act, and the rules and regulations thereunder) such
that, upon the consummation of such acquisition, such Person would
have Beneficial Ownership, in the aggregate, of 10% or more of the
then outstanding shares of Vectra Common Stock;
3. Any Person other than Zions or any Zions Subsidiary shall have
made a bona fide proposal to Vectra or its shareholders, by public
announcement or written communication that is or becomes the
subject of public disclosure, to engage in an Acquisition
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CUSIP NO. 922398-10-2 13D PAGE 8 OF 14 PAGES
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Transaction (including, without limitation, any situation in which
any Person other than Zions or any Zions Subsidiary shall have
commenced (as such term is defined in Rule 14d-2 under the
Exchange Act) or shall have filed a registration statement under
the Securities Act of 1933, as amended (the "Securities Act"),
with respect to, a tender offer or exchange offer to purchase any
shares of Vectra Common Stock such that, upon consummation of such
offer, such Person would own or control 10% or more of the then
outstanding shares of Vectra Common Stock (such an offer being
referred to in the Option Agreement as a "Tender Offer" or an
"Exchange Offer," respectively));
4. After a proposal is made by a third party to Vectra or its
shareholders to engage in an Acquisition Transaction, or such
third party states its intention to make such a proposal if the
Merger Agreement terminates and/or the Option expires, Vectra
shall have breached any covenant or obligation contained in the
Merger Agreement and such breach would entitle Zions to terminate
the Merger Agreement (without regard to the cure period provided
for therein unless such cure is promptly effected without
jeopardizing consummation of the Merger) pursuant to the terms of
the Merger Agreement;
5. The holders of Vectra Common Stock shall not have approved the
Merger Agreement by the requisite vote at the meeting of such
stockholders held for the purpose of voting on the Merger
Agreement, or such meeting shall not have been held or shall have
been canceled prior to termination of the Merger Agreement, in
each case after it shall have been publicly announced that any
Person (other than Zions or any Zions Subsidiary) shall have (A)
made, or disclosed an intention to make, a bona fide proposal to
engage in an Acquisition Transaction, (B) commenced a Tender Offer
or filed a registration statement under the Securities Act with
respect to an Exchange Offer or (C) filed an application (or given
a notice) with, whether in draft or final form, the Federal
Reserve Board or any other governmental authority or regulatory or
administrative agency or commission (each, a "Governmental
Authority"), for approval to engage in an Acquisition Transaction;
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CUSIP NO. 922398-10-2 13D PAGE 9 OF 14 PAGES
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6. Any Person (other than Zions or any Zions Subsidiary), other than
in connection with a transaction to which Zions has given its
prior written consent, shall have filed an application or notice
with the Federal Reserve Board or other Governmental Authority for
approval to engage in an Acquisition Transaction; or
7. Vectra's Board of Directors shall have withdrawn or modified (or
publicly announced its intention to withdraw or modify) in any
manner adverse in any respect to Zions its recommendation that the
stockholders of Vectra approve the transactions contemplated by
the Merger Agreement, or Vectra or any Vectra Subsidiary shall
have authorized, recommended, proposed (or publicly announced its
intention to authorize, recommend or propose) an agreement to
engage in an Acquisition Transaction with any person other than
Zions or a Zions Subsidiary.
As provided in the Option Agreement, in the event that Zions is
entitled to and wishes to exercise the Option, it must send to Vectra a
written notice (the date of which is referred to in the Option
Agreement as the "Notice Date") specifying (1) the total number of
shares of Vectra Common Stock which Zions intends to purchase pursuant
to such exercise, (2) the aggregate purchase price as provided in the
Option Agreement, and (3) a period of time (not less than three
business days, nor more than 30 business days) running from the Notice
Date and a place at which the closing of such purchase shall take
place; provided, however, that if prior notification to or approval of
the Federal Reserve Board or any other Governmental Authority is
required in connection with such purchase, Zions will promptly file and
expeditiously process the required notice or application for approval.
Under the Bank Holding Company Act of 1956 (the "BHC Act"), Zions may
not directly or indirectly acquire more than 5% of the outstanding
shares of any class of voting securities of Vectra without application
to and prior approval from the Federal Reserve Board.
If Vectra enters into certain agreements relating to the consolidation
or merger of Vectra or the sale of substantially all of its assets or
deposits, Vectra is required to make proper provision so that the
Option will, upon
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CUSIP NO. 922398-10-2 13D PAGE 10 OF 14 PAGES
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consummation of such transaction, be converted into, or exchanged for,
an option (the "Substitute Option"), at Zions' election, in the
Acquiring Corporation (as defined therein) or in any Person that
controls the Acquiring Corporation. The Substitute Option generally
will have the same terms and conditions as the Option; provided,
however, that to the extent terms and conditions of the Substitute
Option cannot legally be identical to those of the Option, they will in
no event be less advantageous to Zions.
In certain circumstances related to the exercise of the Option, the
time period specified in the Option Agreement will be extended (1) to
the extent necessary to obtain all regulatory approvals and for the
expiration of all statutory waiting periods and (2) to the extent
necessary to avoid liability under Section 16(b) of the Exchange Act by
reason of such exercise; provided, however, that in no event shall any
closing date occur more than six months after the related Notice Date.
The Option may be assigned by Zions in certain circumstances, subject
to the terms and conditions described in the Option Agreement.
In addition, any shares of Vectra Common Stock purchased upon the
exercise of the Option may be resold by Zions pursuant to registration
rights under the Option Agreement.
Upon the occurrence of a Purchase Event that occurs prior to an
Exercise Termination Event, (i) at the request of Zions, Vectra has
agreed to repurchase the Option from Vectra at a price (the "Option
Repurchase Price") equal to (x) the amount by which (A) the
market/offer price (as defined below) exceeds (B) the Option Price,
multiplied by the number of shares for which the Option may then be
exercised and (ii) at the request of the owner of any shares that have
been issued upon exercise of the Option (the "Option Shares"), Vectra
has agreed to repurchase such number of the Option Shares from the
owner thereof as the owner shall designate at a price (the "Option
Share Repurchase Price") equal to (x) the market/offer price multi-
plied by the number of Option Shares so designated. The term
"market/offer price" shall mean the highest of (i) the price per share
of Vectra Common Stock at which a tender offer or exchange offer
therefor has been made after the date hereof and on or prior to the
date of request for repurchase, (ii) the price per share of Vectra
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CUSIP NO. 922398-10-2 13D PAGE 11 OF 14 PAGES
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Common Stock paid or to be paid by any third party pursuant to an
agreement with Vectra, (iii) the highest closing price for shares of
Vectra Common Stock within the 90-day period ending on the date of the
request for repurchase as reported on NASDAQ or (iv) in the event of a
sale of all or substantially all of Vectra's assets, the sum of the
price paid in such sale for such assets and the current market value of
the remaining assets of Vectra as determined by a nationally-recognized
independent investment banking firm mutually selected by Zions or the
owner of the Options Shares, as the case may be, on the one hand, and
Vectra, on the other hand, divided by the number of shares of Vectra
Common Stock of Zions outstanding at the time of such sale.
Copies of the Option Agreement and the Merger Agreement are filed as
exhibits to this Schedule 13D and are incorporated herein by reference.
The foregoing summary is not intended to be complete and is qualified
in its entirety by reference to such exhibits.
C. PURCHASES OF VECTRA COMMON STOCK.
During the 60-day period prior to the date hereof, Zions acquired
221,000 shares of Vectra Common Stock at an average price of $18.95 per
share in brokers transactions on the NASDAQ National Stock Market.
Subject to market conditions and developments with respect to the
Merger, Zions may purchase additional shares of Vectra Common Stock in
the open market or in privately negotiated transactions, to the extent
permitted by the BHC Act and federal securities laws.
Other than as described above or in item 5 below, Zions does not have
any plans or proposals which relate to or would result in any of the
matters listed in item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Option. As a result of entry into the Option Agreement and the
granting of the Option thereunder, pursuant to Rule 13d-3(d)(i)
under the Exchange Act, Zions is deemed to own beneficially
959,462 shares of Vectra Common Stock (or such lesser amount as
shall constitute 19.9% of the outstanding shares of Vectra Common
Stock on the date of exercise), constituting approximately 19.9%
of the shares of Vectra
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CUSIP NO. 922398-10-2 13D PAGE 12 OF 14 PAGES
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Common Stock issued and outstanding as of September 23, 1997.
Zions expressly disclaims any beneficial ownership of the 959,462
shares of Vectra Common Stock which are obtainable by Zions upon
exercise of the Option because the Option is exercisable only in
the circumstances set forth in the Option Agreement, which is
described in Item 4 hereof, none of which has occurred as of the
date hereof and only then with regulatory approval (if, as a
consequence, Zions would own more than 5% of the outstanding
shares of Vectra Common Stock).
Brokers Purchases. In addition, Zions owns 221,000 shares of
Vectra Common Stock with full voting and dispositive powers.
(b) If Zions were to exercise the Option, it would have sole power to
vote and, subject to the terms of the Option Agreement, sole power
to direct the disposition of, the shares of Vectra Common Stock
covered thereby.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Except for the Option Agreement and the Merger Agreement described in
Item 4 above and except as set forth in the immediately following
paragraph, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the reporting person and any
person with respect to any securities of the Issuer.
In connection with the execution of the Merger Agreement and as an
inducement and a condition of Zions' entering into the Merger Agreement,
the directors and the chief financial officer of Vectra have entered
into shareholder agreements pursuant to which such individuals, in their
capacity as shareholders of Vectra, have agreed to vote or cause to be
voted, or execute a written consent with respect to, the shares of
Vectra Common Stock held by such individuals in favor of adoption and
approval of the Merger Agreement and
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CUSIP NO. 922398-10-2 13D PAGE 13 OF 14 PAGES
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the Merger and all transactions relating thereto at every meeting of
the shareholders of Vectra at which such matters are considered and at
every adjournment thereof and in connection with every proposal to take
action by written consent with respect thereto. A copy of the form of
shareholders agreement is filed as an exhibit to this Schedule 13D and
is incorporated herein by reference. The foregoing summary is not
intended to be complete and is qualified in its entirety by reference
to such exhibit.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits to this Schedule 13D:
(1) Agreement and Plan of Merger, dated as of September 23, 1997, by
and between Zions Bancorporation and Vectra Banking Corporation
(incorporated by reference to Exhibit 2 to the Current Report on
Form 8-K filed by Vectra Banking Corporation on September 29,
1997).
(2) Stock Option Agreement, dated as of September 23, 1997, by and
between Zions Bancorporation and Vectra Banking Corporation
(incorporated by reference to Exhibit 99(a) to the Current Report
on Form 8-K filed by Vectra Banking Corporation on September 29,
1997).
(3) Form of Shareholder Agreement.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 2, 1997 ZIONS BANCORPORATION
By:/s/ Dale M. Gibbons
--------------------------
Name: Dale M. Gibbons
Title: Chief Financial
Officer
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CUSIP NO. 922398-10-2 13D PAGE 14 OF 14 PAGES
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EXHIBIT INDEX
Exhibit No. Exhibit Description and Method of Filing
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2. Agreement and Plan of Merger, dated as of September 23,
1997, by and between Zions Bancorporation and Vectra Banking
Corporation (incorporated by reference to Exhibit 2 to the
Current Report on Form 8-K filed by Vectra Banking
Corporation on September 29, 1997).
99.a Stock Option Agreement, dated as of September 23, 1997, by
and between Zions Bancorporation and Vectra Banking
Corporation (incorporated by reference to Exhibit 99(a) to
the Current Report on Form 8-K filed by Vectra Banking
Corporation on September 29, 1997).
99.b Form of Shareholder Agreement (filed herewith).
EXHIBIT B
SHAREHOLDER'S AGREEMENT
SHAREHOLDER'S AGREEMENT, dated as of the 23rd day of September, 1997
(the "Agreement"), by and between (i) _______________, a director and
shareholder (the "Shareholder") of Vectra Banking Corp., a Colorado corporation
(the "Company"), and (ii) Zions Bancorporation, a Utah corporation ("Zions").
All capitalized terms used herein and not defined herein shall have the meaning
assigned thereto in the Merger Agreement (defined below).
WHEREAS, the Company and Zions have entered into an Agreement and Plan
of Merger, dated the date hereof (the "Merger Agreement"), providing for the
business combination transaction contemplated therein in which the Company will
merge with and into Zions pursuant to the terms and conditions of the Merger
Agreement (the "Merger") and Zions will pay consideration to the Company's
shareholders in the form of Zions Common Stock;
WHEREAS, the Shareholder owns the shares of Company Common Stock
identified on Annex I hereto (such shares, together with all shares of Company
Common Stock subsequently acquired by the Shareholder during the term of this
Agreement, being referred to as the "Shares"); and
WHEREAS, in order to induce Zions to enter into the Merger Agreement
and in consideration of the substantial expenses incurred and to be incurred by
Zions in connection therewith, the Shareholder has agreed to enter into and
perform this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Agreement to Vote Shares. Shareholder shall vote or cause to be
voted, or execute a written consent with respect to, the Shares in favor of
adoption and approval of the principal terms of the Merger Agreement and the
Merger and all transactions relating thereto at every meeting of the
shareholders of the Company at which such matters are considered and at every
adjournment thereof and in connection with every proposal to take action by
written consent with respect thereto.
2. No Voting Trusts. Shareholder agrees that Shareholder will not, nor
will Shareholder permit any entity under Shareholder's control to, deposit any
Shares in a voting trust or subject the Shares to any agreement, arrangement or
understanding with respect to the voting of the Shares inconsistent with this
Agreement.
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3. Pledged Shares. Zions acknowledges and understands that (i)
all or a portion of the Shares (the "Pledged Shares") may have been pledged by
Shareholder to a financial institution or other third party to secure certain
obligations of Shareholder to such financial institution or other third party
(the "Pledge Arrangement"), and (ii) such Pledged Shares may be subject to
certain restrictions under the Pledge Arrangement (including voting and/or
transfer restrictions). Shareholder represents and warrants that, until such
time as there may exist a default under the Pledge Arrangement, the Pledge
Arrangement would not prohibit or otherwise prevent Shareholder from executing
and delivering this Agreement and consummating the transactions contemplated
hereby. Shareholder represents that Shareholder is not currently in default
under the Pledge Arrangement and that no event has occurred that, with the lapse
of time or giving of notice (or both), would constitute a default under the
Pledge Arrangement. Shareholder agrees promptly to notify Zions of any default
by Shareholder under the Pledge Arrangement or of any event that occurs that,
with the lapse of time or giving of notice (or both), would constitute a default
under the Pledge Arrangement.
4. Limitation on Sales. Subject to Section 3 hereof, during the term of
this Agreement, Shareholder agrees not to sell, assign, transfer, pledge,
encumber or otherwise dispose of any of the Shares.
5. Representations and Warranties of Shareholder. Subject to Section 3
hereof, Shareholder represents and warrants to and agrees with Zions as follows:
a. Capacity. Shareholder has all requisite capacity and authority to
enter into and perform his or her obligations under this Agreement.
b. Binding Agreement. This Agreement constitutes the valid and legally
binding obligation of Shareholder, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.
c. Non-Contravention. The execution and delivery of this Agreement by
Shareholder does not, and the performance by Shareholder of his or her
obligations hereunder and the consummation by Shareholder of the
transactions contemplated hereby will not, violate or conflict with, or
constitute a default under, any agreement, instrument, contract or other
obligation or any order, arbitration award, judgment or decree to which
Shareholder is a party or by which Shareholder is bound, or any statute,
rule or regulation to which Shareholder is subject or, in the event that
Shareholder is a corporation, partnership, trust or other entity, any
charter, bylaw or other organizational document of the Shareholder.
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<PAGE>
d. Ownership of Shares. Annex I hereto correctly sets forth, as of the
date of this Agreement, the number of shares of Company Common Stock owned
beneficially and of record by the Shareholder, divided between those shares
owned both of record and beneficially and those shares for which the
Shareholder solely has voting power or the power to direct the voting
thereof. Shareholder has good title to all of the Shares indicated as owned
by Shareholder in the capacity set forth on Annex I as of the date hereof,
and such Shares are so owned free and clear of any liens, security
interests, charges or other encumbrances.
6. Term of Agreement; Termination. The term of this Agreement shall
commence on the date hereof and such term and this Agreement shall terminate
upon the earlier to occur of (i) the Effective Time, and (ii) the date on which
the Merger Agreement is terminated in accordance with its terms. Upon such
termination, no party shall have any further obligations or liabilities
hereunder; provided, however, such termination shall not relieve any party from
liability for any breach of this Agreement prior to such termination.
7. Entire Agreement. This Agreement supersedes all prior agreements,
written or oral, among the parties hereto with respect to the subject matter
hereof and contains the entire agreement among the parties with respect to the
subject matter hereof. This Agreement may not be amended, supplemented or
modified, and no provisions hereof may be modified or waived, except by an
instrument in writing signed by each party hereto. No waiver of any provisions
hereof by either party shall be deemed a waiver of any other provisions hereof
by any such party, nor shall any such waiver be deemed a continuing waiver of
any provision hereof by such party.
8. Notices. All notices, requests, claims, demands or other
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by a
reputable overnight courier service to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):
If to Zions, to:
Zions Bancorporation
One South Main Street, Suite 1380
Salt Lake City, Utah 84111
Telecopier: (801) 524-2129
Attention: Dale M. Gibbons
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<PAGE>
With copies to:
Sullivan & Cromwell
444 South Flower Street
Los Angeles, California 90071
Telecopier: (213) 683-0457
Attention: Stanley F. Farrar
If to the Shareholder, to:
==============================
------------------------------
Telecopier: ____________________
Attention: _____________________
9. Miscellaneous.
a. Severability. If any provision of this Agreement or the application
of such provision to any person or circumstances shall be held invalid or
unenforceable by a court of competent jurisdiction, such provision or
application shall be unenforceable only to the extent of such invalidity or
unenforceability, and the remainder of the provision held invalid or
unenforceable and the application of such provision to persons or
circumstances, other than the party as to which it is held invalid, and the
remainder of this Agreement, shall not be affected.
b. Capacity. The covenants contained herein shall apply to Shareholder
solely in his or her capacity as a shareholder of the Company, and no
covenant contained herein shall apply to Shareholder in his or her capacity
as a director of the Company.
c. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
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<PAGE>
d. Headings. All Section headings herein are for convenience of
reference only and are not part of this Agreement, and no construction or
reference shall be derived therefrom.
e. Choice of Law. This Agreement shall be deemed a contract made under,
and for all purposes shall be construed in accordance with, the laws of the
State of Utah, without reference to its conflicts of law principles.
f. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
ZIONS BANCORPORATION
By: _____________________________________
Name: Dale M. Gibbons
Title: Chief Financial Officer
_____________________________________
(Print or type name)
_____________________________________
(Signature)
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<PAGE>
ANNEX I
Number of Shares of Company Common Stock Owned,
as of September 23, 1997: _________________
Number of Shares of Company Common Stock
Issuable Upon Exercise of Options,
as of September 23, 1997: _________________
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