As filed with the Securities and Exchange Commission on June 23, 2000
Registration Statement No. 333-39688
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
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)
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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)
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)
Harris H. Simmons
President and Chief Executive Officer
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)
<PAGE>
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Copies to:
Brian D. Alprin, Esq. John M. Welch, Esq.
Laurence S. Lese, Esq. Judith K. Gargiulo, Esq.
Duane, Morris & Heckscher LLP Gallagher & Kennedy, PA
1667 K Street, NW, Suite 700 2575 E. Camelback Road, Suite 1100
Washington, DC 20006 Phoenix, Arizona 85016
(202) 776-7800 (602) 530-8000
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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, as amended, or until this registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
The purpose of filing this Pre-Effective Amendment No. 1 is to include the
consent of Zions Bancorporation's independent auditor, KPMG LLP, as an exhibit.
The KPMG consent is filed herewith as Exhibit 23.1 to this registration
statement.
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits. An Exhibit Index, containing a list of all exhibits filed
with this Registration Statement, is included beginning on page II-5.
Item 22. 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.
(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 prior to any public reoffering of the securities registered
hereunder through the use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(4) that every prospectus (i) that is filed pursuant to paragraph (3)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act of 1933, as amended, and is used in connection
with an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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>
(5) 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 20
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.
(6) to respond to requests for information that is incorporated by
reference into the Proxy Statement/Prospectus pursuant to Items 4, 10(b), 11 or
13 of Form S-4, within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
Effective Date of the registration statement through the date of responding to
the request.
(7) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
(8) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(9) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(10) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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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 22nd day
of June, 2000.
ZIONS BANCORPORATION
By:/s/ Dale M. Gibbons
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Dale M. Gibbons,
Executive Vice President
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
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/s/Harris H. Simmons* President, Chief Executive June 22, 2000
-------------------- Officer and Director
Harris H. Simmons
/s/Dale M. Gibbons Executive Vice President June 22, 2000
-------------------- Chief Financial Officer
Dale M. Gibbons
/s/Nolan X. Bellon Controller June 22, 2000
--------------------
Nolan X. Bellon
/s/Roy W. Simmons* Chairman and Director June 22, 2000
--------------------
Roy W. Simmons
/s/Jerry C. Atkin* Director June 22, 2000
--------------------
Jerry C. Atkin
/s/Robert G. Sarver* Director June 22, 2000
--------------------
Robert G. Sarver
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/s/Grant R. Caldwell* Director June 22, 2000
--------------------
Grant R. Caldwell
/s/L.E. Simmons* Director June 22, 2000
--------------------
L.E. Simmons
/s/R.D. Cash* Director June 22, 2000
--------------------
R.D. Cash
/s/Shelley Thomas* Director June 22, 2000
--------------------
Shelley Thomas
/s/Richard H. Madsen* Director June 22, 2000
--------------------
Richard H. Madsen
/s/I.J. Wagner* Director June 22, 2000
--------------------
I.J. Wagner
/s/Roger B. Porter* Director June 22, 2000
--------------------
Roger B. Porter
* By: /s/ Dale M. Gibbons
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Dale M. Gibbons, Attorney-in-Fact
Pursuant to Power of Attorney
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EXHIBIT INDEX
Exhibit
No. Description and Method of Filing
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23.1 Consent of KPMG LLP, independent auditor for Zions Bancorporation
(filed herewith)
