UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to _________
Commission File Number ..................................................0-2610
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
<PAGE>
Item 1. CHANGES IN THE PLAN
The Plan was completely amended and restated as of October 1, 1992, with certain
provisions retroactively effective as of January 1, 1989. In 1994, the Plan was
amended for the purpose of maintaining its qualification under the Internal
Revenue Code pursuant to the Tax Reform Act of 1986 and, in order to conform the
Plan to the requirements of the Unemployment Compensation Act of 1992 and the
Omnibus Budget Reconciliation Act of 1993. No changes were made in the Plan
during the year 1999.
Item 2. CHANGES IN INVESTMENT POLICY
No material changes were made during the fiscal year in the policy with respect
to the kind of securities and other investments in which funds held under the
plan may be invested.
Item 3. CONTRIBUTIONS UNDER THE PLAN
The Company's contributions are measured by reference to employee contributions
and are not discretionary.
Item 4. PARTICIPATING EMPLOYEES
There were 5,436 participating employees in the Plan on December 31, 1999.
Item 5. ADMINISTRATION OF THE PLAN
(a) Zions Bancorporation is the Plan administrator. The Company's Board of
Directors has appointed an Administrative Committee consisting of six
persons. The Committee has full power and authority to administer the Plan
and to interpret its provisions. The present members of the Committee and
their positions held are:
<TABLE>
<CAPTION>
Member Position - Company
--------------------------- ------------------------------------------------------------
<S> <C>
Clark B. Hinckley, Chairman Senior Vice President of Zions Bancorporation
Harris H. Simmons President and Chief Executive Officer of Zions Bancorporation
Dale M. Gibbons Executive Vice President of Zions Bancorporation
W. David Hemingway Executive Vice President of Zions Bancorporation
Richard G. Crandall Vice President of Zions First National Bank
Russell W. Miller President of Zions Insurance Agency, Inc.
</TABLE>
The address of each fiduciary listed above is One South Main, Suite 1380,
Salt Lake City, Utah 84111.
(b) No compensation is paid to the Committee members by the Plan. All expenses
of the Plan and its administration are paid by the Company.
<PAGE>
Item 6. CUSTODIAN OF INVESTMENTS
(a) Zions First National Bank, One South Main, Salt Lake City, Utah 84111 is
the custodian and trustee.
(b) The custodian and trustee receive no compensation from the Plan.
Item 7. REPORTS TO PARTICIPATING EMPLOYEES
Participating employees are furnished an annual statement reflecting the status
of their accounts as of the end of the fiscal year.
Item 8. INVESTMENT OF FUNDS
Substantially all of the assets of the Plan are invested in securities of the
Company.
Item 9. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements Page
----
Report of Independent Auditors 1
Statements of Net Assets Available for Benefits -
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits -
Years ended December 31, 1999, 1998, and 1997 3
Notes to Financial Statements 4
Schedules -
Schedule I 8
Schedule II 9
Schedule III has been omitted for the reasons that they
are not required or are not applicable, or the required
information is shown in the financial statements or notes
thereto.
(b) Exhibits - Consent of Independent Certified Public Accountants
<PAGE>
Independent Auditors' Report
The Trust Committee
Zions Bancorporation
Employee Stock Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Zions Bancorporation Employee Stock Savings Plan as of December 31, 1999 and
1998, and the related statements of changes in net assets available for benefits
for each of the years in the three-year period ended December 31, 1999. These
financial statements are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
plan administrator, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Zions
Bancorporation Employee Stock Savings Plan as of December 31, 1999 and 1998, and
the changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions for the year ended December
31, 1999, are presented for purposes of additional analysis and are not a
required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic 1999 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
January 24, 2000
<PAGE>
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Assets:
Investments, at fair value:
Zions Bancorporation common stock (approximate cost
of $33,397,894 in 1999 and $24,852,480 in 1998) ... $86,491,522 90,567,426
Cash and cash equivalents ............................ 21,723 51
Contributions receivable:
Employee ............................................. 186,891 266,162
Employer ............................................. 93,435 136,643
Dividends receivable .................................... -- 203,273
Interest receivable ..................................... 775 579
----------- -----------
Total assets ................................ 86,794,346 91,174,134
----------- -----------
Liabilities - excess contribution refunds .................... -- 33,675
----------- -----------
Net assets available for benefits ............................ $86,794,346 91,140,459
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999, 1998, and 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net (depreciation) appreciation in fair value of investments
in Zions Bancorporation common stock ....................... $ (4,207,222) 24,594,856 26,586,307
Dividends ..................................................... 1,038,140 771,268 793,341
Interest ...................................................... 6,653 7,562 4,113
------------ ------------ ------------
(3,162,429) 25,373,686 27,383,761
------------ ------------ ------------
Contributions:
Employee ...................................................... 7,878,097 5,349,824 3,331,020
Employer ...................................................... 3,934,330 2,691,189 1,645,785
------------ ------------ ------------
11,812,427 8,041,013 4,976,805
------------ ------------ ------------
Rollover from nonaffiliated plan ................................. 5,168 -- 89,279
------------ ------------ ------------
Total additions ....................................... 8,655,166 33,414,699 32,449,845
------------ ------------ ------------
Deductions from net assets attributed to -
benefits paid directly to participants ........................... 13,001,279 5,647,545 3,590,944
------------ ------------ ------------
Net (decrease) increase ............................... (4,346,113) 27,767,154 28,858,901
Net assets available for benefits:
Beginning of year ................................................ 91,140,459 63,373,305 34,514,404
------------ ------------ ------------
End of year ...................................................... $ 86,794,346 91,140,459 63,373,305
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Plan Description
The following description of the Zions Bancorporation Employee Stock
Savings Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
(a) General
The Plan is a single employer defined contribution plan that is
designed to provide retirement benefits for eligible employees
under either a pre-tax or post-tax salary reduction arrangement by
offering employees an opportunity to acquire stock ownership in
Zions Bancorporation (the Company). The Plan is subject to the
provisions of the Employee Retirement Income Security Act (ERISA)
of 1974.
(b) Eligibility
Participation in the Plan is voluntary. An employee is eligible to
participate on January 1, April 1, July 1, or October 1, whichever
coincides with, or immediately follows, the latter of the date on
which the employee completes at least 1,000 hours of service
during 12 continuous months and attains the age of 21. In
addition, employees who are employed twenty or more hours per week
and can certify prior participation in a similar plan are eligible
to participate in the Plan. As of December 31, 1999 and 1998,
there were 5,436 and 4,155 participants, respectively, in the
Plan.
(c) Employee and Company Contributions
Each eligible employee who elects to participate makes
contributions ranging from one to fifteen percent of their total
compensation. Company contributions are equal to 50 percent of the
amount contributed by the employee up to five percent of their
total compensation. The maximum amount a participant may
contribute to the Plan in a calendar year, in conjunction with the
Employee Stock Savings Plan, is $10,000 for 1999 and 1998.
(d) Allocation of Income or Loss
Investment income or loss is allocated to each participant's
account in proportion to the investment shares held in that
participant's account to the total of investment shares held in
the Plan.
(e) Vesting and Payment of Benefits
Employee contributions and the employees' share of the Company
contributions are 100 percent vested at all times. Benefits are
paid upon death, disability, retirement, or earlier subject to
certain restrictions. Benefits are paid in shares of stock.
4 (Continued)
<PAGE>
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(f) Plan Termination
Although the Company has not expressed intent to do so, it has the
right under the Plan to discontinue contributions at any time and
to terminate the Plan subject to provisions of ERISA.
(g) Plan Amendments
In 1998, the Benefits and Pension Committee approved amendments to
the terms of the Plan. The following significant amendments became
effective January 1, 1999. Enrollment date frequency has been
changed from semi-annually to quarterly. Employees must be 21 and
must have completed one year of eligibility service in order to
participate in the Plan. However, the definition of one year of
eligibility service has been expanded to include employees for
whom one year has past since (a) commencement date with a previous
employer that sponsored a similar 401(k) plan in which the
employee participated and (b) commencement date with a Merged
Employer. The amount by which a participant's annual compensation
is reduced under the Salary Reduction Agreement may be changed by
a participant no more than once in any quarter. The limit for
lump-sum payments to disabled participants is $5,000.
(2) Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by
the Plan in the preparation of its financial statements:
(a) Basis of Presentation
The Plan's financial statements are presented on the accrual
basis of accounting.
(b) Costs of Administration
All costs of administration are currently being absorbed by the
Company, although the Plan may bear the costs of administration.
(c) Investments
The investment in common stock of the Company is carried at its
quoted market price in the accompanying financial statements.
Purchases and sales of investments are recorded on a
settlement-date basis, which does not materially differ from using
the trade-date basis required by generally accepted accounting
principles.
5 (Continued)
<PAGE>
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Net unrealized appreciation represents the difference between the book
value and the market value of investments held at year-end. Book value is
the market value at the end of the previous fiscal year, or cost if the
investment was purchased during the year.
The following investment represents five percent or more of the net
assets available for plan benefits at December 31:
1999 1998
---------- ----------
Zions Bancorporation common stock .. 86,491,522 90,567,426
(d) Use of Estimates
The preparation the financial statements and supplemental
schedules in conformity with generally accepted accounting
principles requires the plan administrator to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the statement of net assets available for benefits and
supplemental schedules and the changes in net assets during the
reporting period. Actual results could differ from those
estimates.
(e) Concentration of Investments
Included in the Plan's net assets available for benefits at
December 31, 1999 and 1998, are investments in common stock of the
Company amounting to $86,491,522 and $90,567,426, respectively,
whose value could be subject to change based upon market
conditions. These investments represented 1.71 percent and 1.74
percent ownership of the Company's outstanding common stock at
December 31, 1999 and 1998, respectively.
(f) Cash and Cash Equivalents
Cash and cash equivalents include cash and short-term investments
with maturity dates of 90 days or less.
(g) Reclassifications
Certain reclassifications have been made in the 1998 financial
statements to conform with the 1999 presentation.
6 (Continued)
<PAGE>
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(3) Tax Status
The Plan obtained its latest determination letter on June 5, 1996, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code (IRC). The Plan has been amended since receiving
the determination letter. However, the plan administrator and the Plan's
tax counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Internal
Revenue Code and that, therefore, the Plan continues to qualify under
Section 401(a) and the related trust continues to be tax-exempt as of
December 31, 1999. Therefore, no provision for income taxes is included
in the Plan's financial statements.
(4) Zions Bancorporation Common Stock
At December 31, 1999 and 1998, the investment in common stock of the
Company consisted of 1,461,314 and 1,451,944 shares, respectively.
(5) Acquisitions
As a result of acquisitions by the Company, employees of the acquired
companies became eligible to participate in the Plan during 1999. As a
result, approximately 1,300 additional employees participated in the Plan
during 1999.
7
<PAGE>
SCHEDULE I
----------
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
(a) (e)
Party in (b) (c) (d) Current
interest Issuer Investment description Cost (1) value
----------- --------------------- ------------------------------------ ----------- ----------
<S> <C> <C> <C> <C>
Investments at fair value determined
by quoted market prices:
* Zions Bancorporation Zions Bancorporation common stock $33,397,894 86,491,522
(1,461,314 shares)
* Zions Bancorporation Money market account 21,723 21,723
----------- ----------
$33,419,617 86,513,245
=========== ==========
</TABLE>
Notes:
* Party-in-interest
There were no nonexempt party-in-interest transactions.
There were no assets which were both acquired and disposed of during the
year.
(1) Cost is determined using the average-cost method applied on a
participant-by-participant basis.
See accompanying notes to financial statements.
8
<PAGE>
SCHEDULE II
-----------
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
(h)
Current
(a) value
Identity of (c) (d) (g) of asset
party (b) Purchase Selling Cost of on trans- (i)
involved Description of asset price price asset (1) action date Net gain
------------- -------------------- ---------- ---------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Zions
Bancorporation Zions Bancorporation $ -- 12,932,386 4,744,918 12,932,386 8,187,468
common stock
Zions Bancorporation 13,230,159 -- -- 13,230,159 --
common stock
</TABLE>
(1) Cost is determined using the average-cost method applied on a
participant-by-participant basis.
See accompanying notes to financial statements.
9
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
June 28, 2000 ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
By: /s/ Harris H. Simmons
-----------------------------
Name: HARRIS H. SIMMONS, President
and Chief Executive Officer of
Zions Bancorporation
