As filed with the Securities and Exchange Commission on October 5, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)
Utah 6712 87-0227400
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification
number)
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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)
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DALE M. GIBBONS
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
(801) 524-4787
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
With copies to:
STANLEY F. FARRAR GLENN T. DODD
Sullivan & Cromwell Coudert Brothers
1888 Century Park East, 21st Floor 303 Almaden Blvd., Suite 500
Los Angeles, California 90067 San Jose, California 95110
(310) 712-6600 (408) 297-9982
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Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. |X| 333-85991
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================== ======================== =================== ======================== ======================
Proposed Proposed
Amount to be maximum maximum
Title of securities to be registered offering price per aggregate Amount of
registered (2) share(3) offering price(3) registration fee(3)
- ------------------------------------ ------------------------ ------------------- ------------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, no par value(1) 135,865 shares N/A N/A 0.00
==================================== ======================== =================== ======================== ======================
</TABLE>
(1) Includes associated preferred share purchase rights.
(2) The Registrant, Zions Bancorporation ("Zions"), previously filed a
registration statement of Form S-4 (Commission File No. 333-85991) to
cover 1,007,455 shares (the "Initial Shares") of Zions' common stock, no
par value ("Zions Common Stock"), issuable in connection with the merger
(the "Merger") of Regency Bancorp ("Regency") with and into Zions; Zions
is filing this registration statement on Forms S-4 pursuant to Rule
462(b) with respect to an additional 135,865 shares of Zions Common Stock
issuable in connection with the Merger.
(3) Zions previously paid a registration fee of $15,161 in connection with
the registration of the Initial Shares pursuant to Rule 457(f)(1) and
457(c) based on the high and low sales prices ($17.50) of the Regency
common stock as reported on the NASDAQ National Market System on August
19, 1999 and the estimated maximum number of shares of Regency common
stock (3,116,161) that may be converted into the shares of Zions Common
Stock to be registered. Based on the high and low sales prices ($17.16)
of the Regency common stock as reported on the Nasdaq National Market
System on October 1, 1999 and the estimated maximum number of shares of
Regency common stock (3,116,161) that may be converted into the shares of
Zions Common Stock to be registered, the value of the transaction has
not changed and no additional filing fee is required.
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 becomes effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
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<PAGE>
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-4,
(File No. 333- 85991) originally filed by Zions Bancorporation on August 26,
1999 are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 5th day of October, 1999.
ZIONS BANCORPORATION
By: /s/Harris H. Simmons
-----------------------------
Harris H. Simmons, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
President, Chief Executive October 5, 1999
/s/ Harris H. Simmons Officer and Director
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Harris H. Simmons
Executive Vice President October 5, 1999
/s/ Dale M. Gibbons Chief Financial Officer
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Dale M. Gibbons
* Controller October 5, 1999
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Nolan X. Bellon
* Chairman and Director October 5, 1999
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Roy W. Simmons
* Director October 5, 1999
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Jerry C. Atkin
* Director October 5, 1999
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R.D. Cash
* Director October 5, 1999
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L.E. Simmons
* Director October 5, 1999
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Grant R. Caldwell
* Director October 5, 1999
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I.J. Wagner
<PAGE>
* Director October 5, 1999
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Roger B. Porter
* Director October 5, 1999
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Richard H. Madsen
* Director October 5, 1999
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Robert G. Sarver
* Director October 5, 1999
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Shelley Thomas
*By: /s/ DALE M. GIBBONS
--------------------
Dale M. Gibbons as
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
(Pursuant to Item 601 of Regulation S-K)
Exhibit No. Description and Method of Filing
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5.1 Opinion of Sullivan & Cromwell regarding the
validity of the shares of Common Stock being
registered (filed herewith)
5.2 Opinion of Callister, Nebeker & McCullough, a Professional
Corporation, regarding the validity of the shares of Zions
Common Stock being registered (filed herewith)
23.1 Consent of KPMG LLP, independent certified public accountants
for Zions Bancorporation (filed herewith)
23.2 Consent of KPMG LLP, independent certified public accountants
for Regency Bancorp (filed herewith)
23.3 Consent of Sullivan & Cromwell (contained in their opinion
filed as Exhibit 5.1)
23.4 Consent of Callister, Nebeker & McCullough, a
Professional Corporation (contained in their
opinion filed as Exhibit 5.2)
23.5 Consent of Deloitte & Touche, LLP, independent auditors for
Regency Bancorp (filed herewith)
23.6 Consent of Deloitte & Touche, LLP, independent
auditors for First Security Corporation (filed
herewith)
Exhibit 5.1
SULLIVAN & CROMWELL LETTERHEAD
October 5, 1999
Zions Bancorporation,
One South Main, Suite 1380,
Salt Lake City, Utah 84111.
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 135,865 shares (the "Securities") of Common Stock, without par value,
of Zions Bancorporation, a Utah corporation (the "Company"), we, as your
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion. Upon the basis of such examina tion, we advise you
that, in our opinion, when the registration statement relating to the Securities
(the "Registration Statement") has become effective under the Act, the terms of
the sale of the Securities have been duly established in conformity with the
Company's articles of
<PAGE>
Zions Bancorporation -2-
incorporation, and the Securities have been duly issued as contemplated by the
Registration Statement and the merger of Regency Bancorp, a California
corporation, with and into the Company has been consummated, the Securities will
be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of Utah, and we are expressing no opinion as to the
effect of the laws of any other jurisdiction. With respect to all matters of
Utah law, we have relied upon the opinion, dated October 5, 1999, of Callister
Nebeker & McCullough, a Professional Corporation, and our opinion is subject to
the same assump tions, qualifications and limitations with respect to such
matters as are contained in such opinion of Callister Nebeker & McCullough, a
Professional Corporation.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
<PAGE>
Zions Bancorporation -3-
Securities" in the Prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/
Sullivan & Cromwell
Exhibit 5.2
[LETTERHEAD OF CALLISTER NEBEKER & McCULLOUGH]
5 October 1999
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
Ladies and Gentlemen:
We have acted as special Utah counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in providing this opinion with respect to the
registration under the Securities Act of 1933 (the "Act") of 135,865 (the
"Shares") of the Company's common stock, no par value. This opinion is being
delivered to you pursuant to your request.
In connection with this representation, we have examined the originals,
or copies identified to our satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to or appropriate for our
opinion contained in this letter (the "Transaction Documents"). In our
examination of the Transaction Documents, we have assumed the genuineness of all
signatures which existed on those documents and have assumed the authenticity
and regularity of each of the Transaction Documents submitted to us. We have
also relied as to certain matters of fact upon representations made to us by
public officials, officers and agents of the Company, and other sources we
believe to be responsible.
Based upon and in reliance on the foregoing, it is our opinion that the
Shares will be, when issued in accordance with the Transaction Documents,
including the registration statement relating to the Shares (the "Registration
Statement"), duly and validly issued and fully paid and non-assessable under the
Utah Revised Business Corporation Act.
<PAGE>
Although we have reviewed the Transaction Documents, and have made such
inquiries as we deem appropriate under the circumstances, we have not verified
independently the existence or absence of all of the facts set forth in each
such Transaction Document.
Our opinion, as set forth herein, is subject to the following further
qualifications:
(A) This opinion speaks only as of its date and you understand that
this firm has no obligation to advise you of any changes of law or fact that
occur after the date of this opinion, even if the change may affect the legal
analysis, a legal conclusion or any informational confirmation in this opinion.
(B) Members of our firm are admitted to the Bar in the State of Utah.
This opinion is limited to the laws of the State of Utah (excluding the
securities laws of the State of Utah), and we have not been asked to address nor
have we addressed or expressed an opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinion
is rendered only with respect to Utah laws and the rules, regulations and orders
thereunder that are currently in effect.
We consent to Sullivan & Cromwell's relying as to matters of Utah law
upon this opinion in connection with the opinion to be rendered by them in
conjunction with the Registration Statement. We also hereby consent to the
filing of this opinion as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.
This opinion is furnished to you solely for your benefit in connection
with the closing of the transactions contemplated by the Registration Statement,
may not be relied upon by any other person, and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our express prior
written permission.
Very truly yours,
/s/CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
Exhibit 23.1
Consent of Independent Certified Public Accountants
The Board of Directors
Zions Bancorporation:
We consent to the use of our report dated January 26, 1999, with respect to the
consolidated financial statements of Zions Bancorporation as of December 31,
1998 and 1997, and for each of the years in the three-year period ended December
31, 1998 incorporated herein by reference, and to the reference to our firm
under the heading "Experts" in the proxy statement/prospectus.
/s/ KPMG LLP
KPMG LLP
October 4, 1999
Salt Lake City, Utah
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Regency Bancorp:
We consent to the incorporation by reference herein of our report dated February
5, 1999 relating to the consolidated balance sheet of Regency Bancorp and
subsidiaries as of December 31, 1998 and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for the year ended
December 31, 1998, which report appears in the registration statement on Form
S-4 (no. 333-85991) of Zions Bancorporation dated August 26, 1999 incorporated
by reference herein and to the reference herein to our firm under the captions
"experts" and "conditions to completion" in that perspectus.
/s/ KPMG LLP
KPMG LLP
Sacramento, California
October 5, 1999
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Zions Bancorporation on Form S-4 of our report dated February 4, 1998, appearing
in the Annual Report on Form 10-K of Regency Bancorp for the year ended December
31, 1998 and to the reference to us under the heading "Experts" in Registration
Statement number 333-85991 on Form S-4 which is incorporated by reference
herein.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Fresno, California
October 5, 1999
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Zions Bancororporation on Form S-4 of our report dated February 24, 1999,
appearing in the Annual Report on Form 10-K of First Security Corporation for
the year ended December 31, 1998 and to the reference to us under the heading
"Experts" in Registration Statement No. 333-85991 on Form S-4 which is
incorporated by reference herein.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Salt Lake City, Utah
October 5, 1999
