VECTRA BANKING CORP
SC 13D, 1997-07-03
STATE COMMERCIAL BANKS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934


                           VECTRA BANKING CORPORATION
                                (NAME OF ISSUER)


                          COMMON STOCK, $.01 PAR VALUE
                         (TITLE OF CLASS OF SECURITIES)


                                  922398 10 2
                                 (CUSIP NUMBER)


                                 GARY A. MOSKO
                          1380 SOUTH FEDERAL BOULEVARD
                    DENVER, COLORADO 80219 - (303) 486-0900
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
                                COMMUNICATIONS)


                                 JUNE 30, 1996
               (DATE OF EVENT WHICH REQUIRES FILING OF 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 ____.
<PAGE>   2

                                  SCHEDULE 13D
CUSIP NO. 922398 10 2                                          PAGE 2 OF 5 PAGES

1.       Name of Reporting Person 
         S.S. or I.R.S. Identification No. of Above Person 
         Gary A. Mosko, Social Security No. ###-##-####

2.       Check the appropriate box if a member of a group           (a)
         See item 2(a) of the attached Schedule 13D                 (b) ------ 
                                                                        ------

3.       SEC USE ONLY

         --------------------------------------------------------------------

4.       Source of Funds  
         OO 
         ------------------------------------------------------------------

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 The reporting person 
                                        owns 19,095 shares of $100 Series A 
                                        Convertible Preferred Stock, 
                                        convertible into 144,113 shares of 
                                        Common Stock (4.2%).  

         NUMBER OF SHARES       8.      Shared Voting Power The reporting
         BENEFICIALLY                   person owns 11,894 shares of $100      
         OWNED BY EACH                  Series A Convertible Preferred
         REPORTING PERSON               Stock convertible into 90,445 shares 
                                        of Common Stock (2.6%).  

                                9.      Sole Dispositive Power The reporting
                                        person owns 19,095 shares of $100 
                                        Series A Convertible Preferred Stock, 
                                        convertible into 144,113 shares of 
                                        Common Stock (4.2%).  

                                10.     Shared Dispositive Power The reporting
                                        person owns 11,894 shares of $100 
                                        Series A Convertible Preferred Stock
                                        convertible into 90,445 shares of 
                                        Common Stock (2.6%).  

11.      Aggregate Amount Beneficially Owned by Each Reporting Person:  The 
         reporting person owns 31,079 shares of $100 Series A Convertible
         Preferred Stock convertible into 234,558 shares of Common Stock
         (6.8%).  

12.      Check Box if the Aggregate Amount in Row (11) excludes certain 
         Shares 

13.      Percent of Class Represented by Amount in Row (11) 6.8%
<PAGE>   3
                                  SCHEDULE 13D
CUSIP NO. 922398 10 2                                          PAGE 3 OF 5 PAGES


14.      Type of Reporting Person

         IN
         ------------------------------------------------------------------

1.       SECURITY AND ISSUER

         (a)     This statement relates to the $.01 par value common stock of
                 Vectra Banking Corporation (the "Company" or the "Issuer").

         (b)     The principal executive offices of the Company are located at
                 1650 South Colorado Boulevard, Suite 320, Denver, Colorado
                 80209.

2.       IDENTITY AND BACKGROUND

         (a)     Gary A. Mosko.

         (b)     The business address for Mr. Mosko is 1380 South Federal
                 Boulevard, Denver, Colorado 80219.

         (c)     The reporting person has been Executive Vice President and a
                 Director of the issuer since June 1996.  From 1974 until
                 joining the issuer he was a director and an executive officer
                 of Southwest State Bank, most recently, since 1983 as
                 president and chairman of the board of directors.  He also
                 served as president and chairman of the board of directors of
                 Bank Land Co., the majority shareholder of Southwest State
                 Bank, from 1991 until he joined the issuer.

         (d)     The reporting person has not been convicted in a criminal
                 proceeding during the last five years.

         (e)     The reporting person, during the last five years, was not a
                 party to any civil proceeding of a judicial or administrative
                 body 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.

         (f)     The reporting person is a citizen of the United States.

3.       SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

         The subject securities were acquired as part of an acquisition by the
         issuer of entities in which the reporting person was a shareholder.

4.       PURPOSE OF TRANSACTION

         The purpose of the acquisition of securities of the issuer was for
         investment.  The reporting person has no plans or proposals which
         relate to or would result in:
<PAGE>   4
                                SCHEDULE 13D
CUSIP NO. 922398 10 2                                          PAGE 4 OF 5 PAGES

         (a)     The acquisition by any person of additional securities of the
                 issuer, or the disposition of securities of the issuer;

         (b)     An extraordinary corporate transaction, such as a merger,
                 reorganization or liquidation, involving the issuer or any of
                 its subsidiaries;

         (c)     A sale or transfer of a material amount of assets of the
                 issuer or any of its subsidiaries;
 
         (d)     Any change in the present board of directors or management of
                 the issuer, including any plans or proposals to change the
                 number of term of directors or to fill any existing vacancies
                 on the board;

         (e)     Any material change in the present capitalization or dividend
                 policy of the issuer;

         (f)     Any other material change in the issuer's business or
                 corporate structure;

         (g)     Changes in the issuer's charter, bylaws or instruments
                 corresponding thereto or other actions which may impede the
                 acquisition of control of the issuer by any person;

         (h)     Causing a class of securities of the issuer to be delisted
                 from a national securities exchange or to cease to be
                 authorized to be quoted in an inter-dealer quotation system of
                 a registered national securities association;

         (i)     A class of equity securities of the issuer becoming eligible
                 for termination of registration pursuant to Section 12(g)(4)
                 of the Act; or

         (j)     Any action similar to any of those enumerated above.

5.       INTEREST IN SECURITIES OF THE ISSUER

         (a)     At the Relevant Date:  The reporting person owns 31,079 shares
                 of $100 Series A Convertible Preferred Stock convertible into
                 234,558 shares of Common Stock (6.8%).

         (b)     Represents the number of shares of Common Stock that may be
                 issued to the reporting person pursuant to his ownership of
                 31,079 shares of $100 Series A Convertible Preferred Stock.
                 Of this amount, the reporting person owns 19,095 shares
                 directly (or the equivalent of 144,113 shares of Common Stock)
                 and 11,984 shares indirectly (or the equivalent of 90,445
                 shares of Common Stock), of which 927 shares are owned as
                 custodian for children, 8,847 shares are owned as a trustee
                 and 2,210 shares are owned by a partnership of which the
                 reporting person is a general partner.

         (c)     All of the securities reported herein were acquired by the
                 reporting person in an acquisition effected by the issuer in
                 June 1996.
<PAGE>   5
                                SCHEDULE 13D
CUSIP NO. 922398 10 2                                          PAGE 5 OF 5 PAGES


         (d)     No other person is known to have the right to receive or the
                 power to direct the receipt of dividends from, or the proceeds
                 from the sale of, the securities discussed herein, other than
                 the record holders of the securities.

         (e)     Not applicable.

6.       CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER

         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.

7.       MATERIAL TO BE FILED AS EXHIBITS.

         None.

SIGNATURE

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



Date: July 3, 1997                                /s/ Gary A. Mosko
                                                  -----------------------------
                                                  Gary A. Mosko


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