ZIONS BANCORPORATION /UT/
SC 13D/A, 1997-04-14
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5 )*


                           MACC Private Equities Inc.

                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                   552 617 102
                                 (CUSIP Number)

                               W. David Hemingway,
                              Zions Bancorporation,
                            1380 Kennecott Building,
                           Salt Lake City, Utah 84133
                                 (801) 524-4787
       (Name, Address and Telephone Number of Person Authorized to Receive
                           Notices and Communications)

                                  April 4, 1997
                          (Date of Event which Requires
                            Filing of this Statement)

If a filing  person has  previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].

Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the reporting  person:  (1) has a previous  statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


<PAGE>



- --------------------
CUSIP NO. 552 617 102
- --------------------
- --------------------------------------------------------------------------------
 1.      NAME OF REPORTING PERSON
         Zions Bancorporation

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         87-0227400

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

                                                                     (a)  [  ]

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

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

         Utah
- --------------------------------------------------------------------------------
                           7.       SOLE VOTING POWER
  NUMBER OF                         -0-
   SHARES                  -----------------------------------------------------
BENEFICIALLY               8.       SHARED VOTING POWER
  OWNED BY                          146,315
    EACH                   -----------------------------------------------------
 REPORTING                 9.       SOLE DISPOSITIVE POWER
   PERSON                            -0-
    WITH                   -----------------------------------------------------
                           10.      SHARED DISPOSITIVE POWER
                                    146,315
- --------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                  146,315
- --------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
                                                                          [  ]
- --------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  15.177%
- --------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON
                  HC,CO
- --------------------------------------------------------------------------------


                                  Page 2 of 10

<PAGE>



- --------------------
CUSIP NO. 552 617 102
- --------------------
- --------------------------------------------------------------------------------
 1.      NAME OF REPORTING PERSON
         Zions First National Bank

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

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

                                                                     (a)  [  ]

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

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

         United States
- --------------------------------------------------------------------------------
                           7.       SOLE VOTING POWER
  NUMBER OF                         -0-
   SHARES                  -----------------------------------------------------
BENEFICIALLY               8.       SHARED VOTING POWER
  OWNED BY                          146,315
    EACH                   -----------------------------------------------------
 REPORTING        9.       SOLE DISPOSITIVE POWER
   PERSON                            -0-
    WITH                   -----------------------------------------------------
                           10.      SHARED DISPOSITIVE POWER
                                    146,315
- --------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
         PERSON
                  146,315
- --------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES
                                                                          [  ]
- --------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                  15.177%

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


                                  Page 3 of 10

<PAGE>



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

Item 3.           Source and Amount of Funds or Other Consideration.

         The funds  required to  purchase  the  146,315  shares of Common  Stock
beneficially  owned by Zions  and the Bank were  $1,527,657.  These  funds  were
derived from working capital.

Item 5.           Interest in Securities of the Issuer.

         (a) The Bank  currently  holds and Zions may be deemed to hold  through
the Bank, for purposes of this report on Schedule 13D, the beneficial  ownership
of 146,315 shares of Common Stock,  which the Bank and Zions believe  represents
approximately 15.177% of the outstanding shares of Common Stock.

         (b) Zions  may be deemed to share the power to vote or direct  the vote
and to dispose  or to direct the  disposition  of the  146,315  shares of Common
Stock held by the Bank.

         (c) On  February 5, 1997,  the Bank  purchased  3,000  shares of Common
Stock at a cost of  $32,690.00  ($10.897 per share ). On February 21, 1997,  the
Bank purchased 4,000 shares of Common Stock at a cost of $44,065.00 ($10.016 per
share).  On April 4, 1997, the Bank purchased  3,600 shares of Common Stock at a
cost of $38,040.00  ($10.567 per share).  In each case, the shares were acquired
in the ordinary course of business in  transactions  on the open market.  To the
best knowledge of Zions and the Bank, none of the persons listed on Schedule I-A
or Schedule I-B attached  hereto has effected any  transactions  in Common Stock
during the past 60 days.



                                  Page 4 of 10

<PAGE>




                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief,  I hereby
certify that the information  set forth in this statement is true,  complete and
correct.

Dated: April 8, 1997


                                            ZIONS BANCORPORATION



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



                                  Page 5 of 10

<PAGE>




                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief,  I hereby
certify that the information  set forth in this statement is true,  complete and
correct.

Dated: April 8, 1997


                                            ZIONS FIRST NATIONAL BANK



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





                                  Page 6 of 10

<PAGE>



                                  SCHEDULE I-A


                       DIRECTORS AND EXECUTIVE OFFICERS OF
                              ZIONS BANCORPORATION


         The names,  business addresses and present principal occupations of the
directors and executive officers of Zions Bancorporation ("Zions") are set forth
below.  If no business  address is given,  the director's or officer's  business
address is 1380 Kennecott  Building,  Salt Lake City,  Utah 84133.  The business
address of each of the  directors of Zions is also the business  address of such
director's  employer,  if any.  All  directors  and  officers  listed  below are
citizens of the United States.



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

Jerry C. Atkin           Director of Zions.  Chairman, President and Chief
                         Executive Officer, SkyWest Airlines, 444 S. River Road,
                         St. George, Utah 84770.
Danne L. Buchanan        Senior Vice President of Zions.  President of Zions
                         Data Service Company.
Grant R. Caldwell        Director of Zions.  Retired, former Partner, KPMG Main
                         Hurdman, Salt Lake City, Utah.
R. Don Cash              Director of Zions.  Chairman, President and Chief
                         Executive Officer of Questar Corporation, 180 East 100
                         South, Salt Lake City, Utah 84111.  Director, Zions
                         First National Bank.
Gerald J. Dent           Senior Vice President of Zions.  Executive Vice
                         President of Zions First National Bank.
Dale M. Gibbons          Senior Vice President, Chief Financial Officer and
                         Secretary of Zions.  Executive Vice President, Chief
                         Financial Officer and Secretary of Zions First National
                         Bank.
John J. Gisi             Senior Vice President of Zions.  Chairman and Chief
                         Executive Officer of National Bank of Arizona.
Clark B. Hinckley        Senior Vice President of Zions.
George Hofmann III       Senior Vice President of Zions.  President and Chief
                         Executive Officer of Nevada State Bank.
Richard H. Madsen        Director of Zions.  President and Chief Executive
                         Officer of ZCMI, 2200 South 900 West, Salt Lake City,
                         Utah 84137.



                                  Page 7 of 10

<PAGE>



Name                     Position with Zions, Present Principal Occupation or
                         Employment and Address
                         Employment and Address
Roger B. Porter          Director of Zions. IBM Professor of Business and
                         Government, Harvard University, 79 John F. Kennedy
                         Street, Cambridge, Massachusetts 02138.
Robert G. Sarver         Director of Zions.  Executive Director, Southwest Value
                         Partners and affiliates, 8160 N. Hayden Road, Building
                         J-208, Scottsdale, Arizona 85258.  Chairman and Chief
                         Executive Officer, G B Bancorporation.
Harris H. Simmons        President and Chief Executive Officer of Zions.
                         President, Chief Executive Officer and Director of
                         Zions First National Bank.  Director of Questar
                         Corporation.
L.E. Simmons             Director of Zions.  President, SCF Investment Partners
                         and L.E. Simmons & Associates, Inc., 6600 Texas
                         Commerce Tower, Houston, Texas 77002.
Roy W. Simmons           Chairman of the Board of Directors of Zions.  Chairman
                         of the Board of Directors of Zions First National Bank.
                         Member of the Board of Directors of Beneficial Life
                         Insurance Co.  Director of Ellison Ranching Co.
I.J. Wagner              Director of Zions.  President of The Keystone Company,
                         910 Kennecott Building, Salt Lake City, Utah 84133.
Dale W. Westergard       Director of Zions.  Retired former Executive Vice
                         President of Zions. Director of Zions First National
                         Bank.




                                  Page 8 of 10

<PAGE>



                                  SCHEDULE I-B

                       DIRECTORS AND EXECUTIVE OFFICERS OF
                            ZIONS FIRST NATIONAL BANK


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




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

A. Scott Anderson     Executive Vice President of the Bank.
Gary L. Anderson      Executive Vice President of the Bank.

John B. D'Arcy        Executive Vice President of the Bank.
R. Don Cash           Director of the Bank.  Chairman and Chief Executive
                      Officer, Questar Corporation, Salt Lake City, Utah 84139.
Gerald J. Dent        Executive Vice President of the Bank.  Senior Vice
                      President of Zions Bancorporation.
Peter K. Ellison      Executive Vice President of the Bank.
Robert C. Fuehr       Director of the Bank.  Vice President-Public Policy, Telco
                      Business Development, U S WEST, Englewood, Colorado 80111.
Dale M. Gibbons       Executive Vice President, Chief Financial Officer and
                      Secretary of the Bank.  Senior Vice President, Chief
                      Financial Officer and Secretary of Zions Bancorporation.
Ronald S. Hanson      Director of the Bank. Retired.
W. David Hemingway    Executive Vice President of the Bank.
James T. Jensen       Director of the Bank.  Executive Vice President/General
                      Counsel of Savage Industries, Salt Lake City, Utah 84107.
Dixie Leavitt         Director of the Bank.  President of St. George Temple, St.
                      George, Utah.
Robert A. Madsen, Sr. Director of the Bank.  Madsen Furniture Co., Salt Lake
                      City, Utah.
Susan Mooney Johnson  Director of the Bank.  Consultant.  Box 3640, Ketchum,
                      Idaho 83340.



                                  Page 9 of 10

<PAGE>


Name                  Position with the Bank, Present Principal Occupation or
                      Employment and Address
                      Employment and Address
Alvin J. Schoenhals   Director of the Bank.  Retired.
Harris H. Simmons     President, Chief Executive Officer and Director of the
                      Bank.  President and Chief Executive Officer of Zions
                      Bancorporation.
Roy W. Simmons        Chairman of the Board of Directors of the Bank.  Chairman
                      of the Board of Directors of Zions Bancorporation.
D. Gill Warner        Director of the Bank.  Retired.
Dale W. Westergard    Director of the Bank.  Director of Zions Bancorporation.
                      Retired.



                                  Page 10 of 10



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