AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2001
REGISTRATION NO. 333-73594
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation or organization)
6712
(Primary Standard Industrial Classification Code Number)
87-0227400
(I.R.S. Employer 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)
------------------------------
DOYLE L. ARNOLD
CHIEF FINANCIAL 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)
------------------------------
With a copy to:
STANLEY F. FARRAR, ESQ.
SULLIVAN & CROMWELL
1888 CENTURY PARK EAST, SUITE 2100
LOS ANGELES, CALIFORNIA 90067
(310) 712-6600
------------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROSPECTUS
$200,000,000
ZIONS BANCORPORATION
Offer to exchange its Fixed/Floating Rate Subordinated Notes due October 15,
2011, which have been registered under the Securities Act of 1933, for any and
all of its outstanding Fixed/Floating Rate Subordinated Notes due October 15,
2011
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON JANUARY 17, 2002, UNLESS EXTENDED.
---------------------
We are offering to exchange up to $200,000,000 aggregate principal amount of
our new Fixed/Floating Rate Subordinated Notes due October 15, 2011, referred to
in this prospectus as the new securities, which have been registered under the
Securities Act of 1933, for any and all of our outstanding Fixed/Floating Rate
Subordinated Notes due October 15, 2011, referred to in this prospectus as the
old securities.
We issued the old securities on October 25, 2001 in a transaction not
requiring registration under the Securities Act. We are offering you new
securities, with terms substantially identical to those of the old securities,
in exchange for old securities in order to satisfy our registration obligations
from that previous transaction. If you fail to tender your old securities, you
will continue to hold unregistered securities which you will not be able to
transfer freely.
We will exchange new securities for all old securities that are validly
tendered and not withdrawn before expiration of the exchange offer. You may
withdraw tenders of old securities at any time prior to the expiration of the
exchange offer. The exchange procedure is more fully described in "The Exchange
Offer--Procedures for Tendering" beginning on page 19.
The only difference between the old securities and the new securities is
that the new securities are not subject to transfer restrictions or entitled to
exchange and registration rights. See "Description of New Securities" beginning
on page 27 for more details on the terms of the new securities.
The securities are subordinated in right of payment to all our senior debt
and effectively subordinated to all existing and future debt and all other
liabilities of our subsidiaries and, upon the occurrence of certain events of
insolvency, are effectively subordinated to the prior payment in full of our
general obligations. As of September 30, 2001, the aggregate amount of our
outstanding senior debt and general obligations was approximately $469 million
and the aggregate amount of debt and other liabilities of our subsidiaries was
approximately $21.0 billion.
We will not receive any proceeds from the exchange offer.
The exchange of old securities for new securities should not be a taxable
event for United States federal income tax purposes. See "Certain Federal Income
Tax Considerations" on page 36.
All broker-dealers must comply with the registration and prospectus delivery
requirements of the Securities Act. See "Plan of Distribution" beginning on
page 36.
See "Risk Factors" on page 9 of this prospectus for a discussion of risks
associated with the exchange of old securities for the new securities offered
hereby.
--------------------------
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A
BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK
INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
--------------------------
NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BOARD OF GOVERNORS OF
THE FEDERAL RESERVE SYSTEM OR ANY OTHER REGULATORY BODY HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus dated December 19, 2001
No dealer, salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You must not rely on
any unauthorized information or representations. This prospectus is an offer to
sell only the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
------------------------
TABLE OF CONTENTS
Disclosure Regarding Forward-Looking Statements............. 2
Additional Information...................................... 3
Incorporation of Certain Documents by Reference............. 4
Summary..................................................... 5
Risk Factors................................................ 9
Zions Bancorporation........................................ 10
Regulatory Considerations................................... 14
Use of Proceeds............................................. 14
Capitalization.............................................. 15
Ratios of Earnings to Fixed Charges......................... 16
Selected Historical Consolidated Financial Data............. 17
The Exchange Offer.......................................... 18
Description of New Securities............................... 27
Description of Old Securities............................... 36
Certain Federal Income Tax Considerations................... 36
Plan of Distribution........................................ 36
Validity of New Securities.................................. 37
Experts..................................................... 37
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including information incorporated by reference, contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, or the Exchange Act, that involve risks and uncertainties, such as
statements concerning:
- changes in political and economic conditions including the economic
effects of the September 11, 2001 terrorist attacks against the United
States and related events;
- competitive product and pricing pressures within our markets;
- equity and fixed-income market fluctuations;
- inflation and deflation;
- acquisitions and integrations of acquired businesses;
- technological changes;
- changes in law;
- changes in fiscal, monetary, regulatory, trade and tax policies and laws;
- monetary fluctuations;
- success in gaining regulatory approvals when required;
- success in the timely development of new products and services;
- interest rate fluctuations; and
- consumer spending and savings habits.
These forward-looking statements are generally accompanied by words such as
"project," "believe," "anticipate," "plan," "expect," "estimate," "intend,"
"should," "would," "could" or "may," or other words that convey uncertainty of
future events or outcome. Although we believe that these forward-looking
statements are reasonable, we cannot assure you that these expectations will
prove to be correct. We do not undertake any obligation to update any forward-
looking statements.
2
ADDITIONAL INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, or SEC. You may read
and copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to the public from our website at
WWW.ZIONSBANCORPORATION.COM or at the SEC's website at WWW.SEC.GOV. However, the
information on our website does not constitute a part of this prospectus.
We have filed with the SEC a registration statement on Form S-4 under the
Securities Act with respect to the new securities offered hereby. This
prospectus does not contain all the information set forth in the registration
statement, certain portions of which have been omitted as permitted by the rules
and regulations of the SEC. For further information with respect to us and the
securities offered hereby, reference is made to the registration statement and
the exhibits and the financial statements, notes and schedules filed as part
thereof or incorporated by reference therein, which may be inspected at the
public reference facilities of the SEC referred to above. Statements made in
this prospectus concerning the contents of any documents referred to in this
prospectus are not necessarily complete, and in each instance are qualified in
all respects by reference to the copy of the document filed as an exhibit to the
registration statement.
You may obtain a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Investor Relations
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
Telephone (801) 524-4787
IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THIS INFORMATION NO
LATER THAN JANUARY 10, 2002.
3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate into this prospectus by reference our annual report on
Form 10-K for the year ended December 31, 2000; our quarterly reports on
Form 10-Q for the quarters ended March 31, June 30, and September 30, 2001; our
current reports on Form 8-K dated December 4, 2001, May 14, 2001, April 16, 2001
and January 26, 2001; and any future filings made with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is
completed. The information incorporated by reference in this prospectus as set
forth above is considered to be part of this prospectus, and later information
contained in this prospectus or filed with the SEC may modify and supersede this
information or any information contained in this prospectus. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
You should rely only on the information provided in this document or
incorporated in this document by reference. We have not authorized anyone to
provide you with different information. You should not assume that the
information in this document, including any information incorporated herein by
reference, is accurate as of any date other than that on the front page of this
prospectus.
4
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION, INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES,
INCLUDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. UNLESS THE CONTEXT
OTHERWISE REQUIRES, THE TERMS "ZIONS," "WE," "US" AND "OUR" REFER TO ZIONS
BANCORPORATION AND ZIONS BANCORPORATION'S SUBSIDIARIES.
ZIONS BANCORPORATION
Headquartered in Salt Lake City, Utah, we are the largest financial holding
company headquartered in the Rocky Mountain region. We have grown rapidly over
the last seven years through continued penetration of existing markets and
through the acquisition of profitable community banks in high economic growth
markets. As of September 30, 2001, we had total assets of $24.3 billion, total
deposits of $17.4 billion and total shareholders' equity of $2.2 billion.
Through our banking subsidiaries, we operated 408 branches in the states of
Arizona, California, Colorado, Idaho, Nevada, New Mexico, Utah and Washington as
of September 30, 2001.
THE EXCHANGE OFFER
On October 25, 2001, we completed the private offering of $200 million
aggregate principal amount of Fixed/Floating Rate Subordinated Notes due
October 15, 2011. As part of that offering, we entered into an exchange and
registration rights agreement with the initial purchasers of the old securities
in which we agreed, among other things, to deliver this prospectus to you and to
complete an exchange offer for the old securities. Below is a summary of the
exchange offer.
Terms of the offer........................ We are offering to exchange a like amount of new
securities for our old securities in denominations of
$1,000 in principal amount and multiples thereof. In
order to be exchanged, an old security must be properly
tendered and accepted. All old securities that are
validly tendered and not withdrawn will be exchanged. As
of the date of this prospectus, there are $200 million
principal amount of old securities outstanding. We will
issue new securities promptly after the expiration of
the exchange offer.
Expiration time........................... The exchange offer expires at 5:00 P.M., New York City
time, on January 17, 2002 unless extended.
Procedures for tendering.................. To tender old securities, you must complete and sign a
letter of transmittal in accordance with the
instructions contained in it and forward it by mail,
facsimile or hand delivery, together with any other
documents required by the letter of transmittal, to the
exchange agent, either with the old securities to be
tendered or in compliance with the specified procedures
for guaranteed delivery of old securities. Certain
brokers, dealers, commercial banks, trust companies and
other nominees may also effect tenders by book-entry
transfer. Holders of old securities registered in the
name of a broker, dealer, commercial bank, trust company
or other nominee are urged to contact such person
promptly if they wish to tender old securities pursuant
to the exchange offer. See "The Exchange Offer--
Procedures for Tendering."
5
Letters of transmittal and certificates representing old
securities should not be sent to us. Such documents
should only be sent to the exchange agent. Questions
regarding how to tender and requests for information
should be directed to the exchange agent. See "The
Exchange Offer--Exchange Agent."
Acceptance of old securities for exchange;
issuance of new securities................ Subject to the conditions stated in "The Exchange
Offer--Conditions to the Exchange Offer," we will accept
for exchange any and all old securities which are
properly tendered in the exchange offer before the
expiration time. The new securities will be delivered
promptly after the expiration time.
Interest payments on the new securities... The new securities will bear interest from the most
recent date to which interest has been paid on the old
securities. If your old securities are accepted for
exchange, then you will receive interest on the new
securities and not on the old securities.
Withdrawal rights......................... You may withdraw your tender at any time before the
expiration time.
Conditions to the exchange offer.......... The exchange offer is subject to customary conditions.
We may assert or waive these conditions in our sole
discretion. If we materially change the terms of the
exchange offer, we will resolicit tenders of the old
securities. See "The Exchange Offer--Conditions to the
Exchange Offer" for more information.
Resales of new securities................. Based on interpretations by the staff of the SEC, as
detailed in a series of no-action letters issued by the
SEC to third parties, we believe that the new securities
issued in the exchange offer may be offered for resale,
resold or otherwise transferred by you without
compliance with the registration and prospectus delivery
requirements of the Securities Act as long as:
- you are acquiring the new securities in the ordinary
course of your business;
- you are not participating, do not intend to
participate and have no arrangement or understanding
with any person to participate in a distribution of
the new securities; and
- you are not an "affiliate" of ours.
You must represent that you meet the above three
requirements if you wish to exchange old securities for
new securities in the exchange offer.
6
If you are an affiliate of ours or are engaged in or
intend to engage in or have any arrangement or
understanding with any person to participate in the
distribution of the new securities:
- you cannot rely on the applicable interpretations of
the staff of the SEC; and
- you must comply with the registration requirements of
the Securities Act in connection with any resale
transaction.
Each broker or dealer that receives new securities for
its own account in exchange for old securities that were
acquired as a result of market-making or other trading
activities must acknowledge that it will comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with any offer to resell,
resale or other transfer of the new securities issued in
the exchange offer, including the delivery of a
prospectus that contains information with respect to any
selling holder required by the Securities Act in
connection with any resale of the new securities.
Furthermore, any broker-dealer that acquired any of its
old securities directly from us:
- may not rely on the applicable interpretation of the
staff of the SEC; and
- must also be named as a selling holder in connection
with the registration and prospectus delivery
requirements of the Securities Act relating to any
resale transaction.
See "The Exchange Offer--Resales of New Securities."
Exchange agent............................ J.P. Morgan Trust Company, National Association, is
serving as the exchange agent in connection with the
exchange offer. The address and telephone and facsimile
numbers of the exchange agent are listed under the
heading "The Exchange Offer--Exchange Agent."
Use of proceeds........................... We will not receive any proceeds from the issuance of
new securities in the exchange offer. We will pay all
expenses incident to the exchange offer. See "Use of
Proceeds" and "The Exchange Offer--Fees and Expenses."
THE NEW SECURITIES
The form and terms of the new securities are identical in all material
respects to those of the old securities, except that transfer restrictions and
registration rights applicable to the old securities do not apply to the new
securities. The new securities will evidence the same debt as the old securities
and will be governed by the same indenture. Where we refer to "securities" in
this prospectus, we are referring to both the old securities and the new
securities.
Issuer.................................... Zions Bancorporation
7
Securities offered........................ Up to $200,000,000 aggregate principal amount of Fixed/
Floating Rate Subordinated Notes due October 15, 2011,
which have been registered under the Securities Act.
Maturity date............................. October 15, 2011.
Interest.................................. We will pay interest on the securities semi-annually on
April 15 and October 15 of each year, commencing
April 15, 2002, at a rate of 6.50% per annum through
October 14, 2006. After October 14, 2006, we will pay
interest on the securities at a rate equal to the then
applicable United States dollar one-month LIBOR rate
plus 3.01%.
Ranking................................... The securities are our unsecured obligations
subordinated in right of payment to all our senior debt
and effectively subordinated to all existing and future
debt and all other liabilities of our subsidiaries and,
upon the occurrence of certain events of insolvency,
effectively subordinated to the prior payment in full of
our general obligations. As of September 30, 2001, the
aggregate amount of Zions Bancorporation's outstanding
senior debt and general obligations was approximately
$469 million and the aggregate amount of debt and other
liabilities of Zions Bancorporation's subsidiaries was
approximately $21.0 billion.
Optional redemption....................... The securities are not redeemable prior to October 15,
2006. The securities will be redeemable in whole or in
part at our option on or after October 15, 2006 on any
interest payment date at a redemption price equal to
100% of the principal amount of the securities being
redeemed plus accrued but unpaid interest to the date of
redemption.
Global security; book-entry system........ The new securities will be issued only in fully
registered form without interest coupons and in minimum
denominations of $1,000. The new securities will be
evidenced by a global security deposited with the
trustee for the new securities, as custodian for the
Depository Trust Company, or DTC. Beneficial interests
in the global security will be shown on, and transfers
of those beneficial interest can only be made through,
records maintained by DTC and its participants. See
"Description of New Securities--Form, Denomination,
Transfer, Exchange and Book-Entry Procedures."
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
We believe that the exchange of your old securities for new securities to be
issued in connection with the exchange offer should not result in any gain or
loss to you for United States federal income tax purposes. See "Certain Federal
Income Tax Considerations."
RISK FACTORS
You should carefully consider the matters set forth under "Risk Factors"
before you decide to tender your old securities.
8
RISK FACTORS
Before tendering old securities in the exchange offer, you should carefully
review the information contained elsewhere in this prospectus and should
particularly consider the following discussion on the risks involved.
YOU MAY HAVE DIFFICULTY SELLING THE OLD SECURITIES YOU DO NOT EXCHANGE.
If you do not exchange your old securities for new securities in the
exchange offer, you will continue to be subject to the restrictions on transfer
of your old securities as described in the legend on the global security
representing the old securities. There are restrictions on transfer of your old
securities because we issued the old securities under an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. In general, you may only offer or sell the
old securities if they are registered under the Securities Act and applicable
state securities laws or offered and sold under an exemption from, or in a
transaction not subject to, these requirements. We do not intend to register any
old securities not tendered in the exchange offer and, upon consummation of the
exchange offer, you will not be entitled to any rights to have your untendered
old securities registered under the Securities Act. In addition, the trading
market, if any, for the remaining old securities will be adversely affected
depending on the extent to which old securities are tendered and accepted in the
exchange offer.
YOU MAY HAVE DIFFICULTY SELLING THE NEW SECURITIES BECAUSE THERE IS NO EXISTING
TRADING MARKET FOR THEM.
The new securities are being offered to the holders of the old securities,
which were issued on October 25, 2001 primarily to a small number of
institutional investors. There is no existing trading market for the new
securities. We do not intend to apply for listing or quotation of the new
securities on any exchange. Consequently, we do not know the extent to which
investor interest will lead to the development of a trading market or how liquid
that market might be. Although Goldman, Sachs & Co., one of the initial
purchasers in the offering of the old securities, has informed us that it
intends to make a market in the new securities, it is not obligated to do so and
any market-making activity may be discontinued at any time without notice. As a
result, the market price of the new securities could be adversely affected.
BROKER-DEALERS MAY NEED TO COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT.
Any broker-dealer that (1) exchanges its old securities in the exchange
offer for the purpose of participating in a distribution of the new securities
or (2) resells new securities that were received by it for its own account in
the exchange offer may be deemed to have received restricted securities and may
be required to comply with the registration and prospectus delivery requirements
of the Securities Act in connection with any resale transaction by that
broker-dealer. Any profit on the resale of the new securities and any commission
or concessions received by a broker-dealer may be deemed to be underwriting
compensation under the Securities Act.
YOU MAY NOT RECEIVE NEW SECURITIES IN THE EXCHANGE OFFER IF THE EXCHANGE OFFER
PROCEDURE IS NOT FOLLOWED.
We will issue the new securities in exchange for your old securities only if
you tender the old securities and deliver a properly completed and duly executed
letter of transmittal and other required documents before expiration of the
exchange offer. You should allow sufficient time to ensure timely delivery of
the necessary documents. Neither the exchange agent nor we are under any duty to
give notification of defects or irregularities with respect to the tenders of
old securities for exchange. If you are the beneficial holder of old securities
that are registered in the name of your broker, dealer, commercial bank, trust
company or other nominee, and you wish to tender in the exchange offer, you
should promptly contact the person in whose name your old securities are
registered and instruct that person to tender on your behalf.
9
ZIONS BANCORPORATION
GENERAL
Headquartered in Salt Lake City, Utah, we are the largest financial holding
company headquartered in the Rocky Mountain region. We have grown rapidly over
the last seven years through continued penetration of existing markets and
through the acquisition of profitable community banks in high economic growth
markets. As of September 30, 2001, we had total assets of $24.3 billion, total
deposits of $17.4 billion and total shareholders' equity of $2.2 billion.
Through our banking subsidiaries, we operated 408 branches in the states of
Arizona, California, Colorado, Idaho, Nevada, New Mexico, Utah and Washington as
of September 30, 2001.
Our community banks differentiate themselves from the competition by
providing a high level of service and responsiveness to customers, while
offering the broader product array and more efficient cost structure usually
associated with a much larger bank. Our banks operate with strong local
management, substantial local decision-making authority and, in general, a
localized brand quality. While executing our strategy to aggressively grow
operations in our current markets and to opportunistically expand into high
economic growth regions, we have continued to centralize back-office and staff
functions for all of our subsidiary banks to improve operating efficiency and
reduce administrative burden. We supplement our core community banking business
by providing specialized financial services.
We continued to grow in 2000, expanding the geographic scope of our
operations, while at the same time achieving record financial performance. In
2000, operating cash earnings, or earnings per share before amortization of
goodwill and core deposit intangible assets and merger expenses, increased to
$281.4 million, or $3.23 per diluted share, an increase of 15.9% and 14.1% over
the same amounts for 1999. Net income per diluted share decreased to $1.86 in
2000, down 17.7%, over net income per diluted share for 1999. In addition, our
return on average common equity and operating cash return on average common
equity were 9.65% and 27.40%, respectively, for 2000, compared to 12.42% and
26.77%, respectively, for 1999.
For the first nine months of 2001, consolidated net income was
$211.1 million, or $2.29 per diluted share, including merger-related charges of
$4.7 million ($0.05 per share) and nonrecurring charges related to the
reclassification of investment securities and the related cumulative effect of a
change in accounting principle totaling $7.2 million ($0.08 per share). This
represented an increase of 120.5% and 108.2%, respectively, over the comparable
figures for the first nine months of 2000, for which consolidated net income was
$95.7 million, or $1.10 per share. The consolidated net income for the first
nine months of 2000 was reduced by $87.2 million ($1.00 per share) in after-tax
charges mainly related to our terminated merger with First Security Corporation,
which included a write-down to market value of our investment in First Security
Corporation common stock. Operating cash earnings for the first nine months of
2001 were $253.6 million, or $2.76 per diluted share, an increase of 22.7% and
16.0%, respectively, over the $206.6 million, or $2.38 per diluted share, earned
in the first nine months of 2000.
BANKING SUBSIDIARIES
Our banks provide a wide variety of commercial and retail banking and
mortgage-lending financial services. Commercial loans, lease financing, cash
management, lockbox, customized draft processing and other special financial
services are provided for business and other commercial banking customers. A
wide range of personal banking services are provided to individuals, including
bankcard, student and other installment loans and home equity lines of credit,
checking accounts, savings accounts, time certificates of various types and
maturities, trust services and safe deposit facilities. In addition, direct
deposit of payroll, social security and various other government checks are
offered. Automated teller machines provide 24-hour access and availability to
customers' accounts and to many consumer banking services through statewide,
regional and
10
nationwide ATM networks. Customer transactions are processed through our ATMs,
point-of-sale terminals and ATMs operated by other financial institutions.
The following table sets forth, as of September 30, 2001, and with respect
to each state in which we operate banking subsidiaries, the total number of
traditional branches, the total number of grocery store banking centers, the
total number of branches, including the number of grocery store banking centers,
and the amount of deposits (excluding affiliate deposits):
TRADITIONAL GROCERY STORE
STATE BRANCHES BANKING CENTERS TOTAL BRANCHES DEPOSITS
----- ----------- --------------- -------------- -------------
(IN MILLIONS)
Utah............................. 83 45 128 $ 4,206
Nevada........................... 28 31 59 2,049
Arizona.......................... 49 -- 49 2,157
Idaho............................ 19 3 22 257
Colorado......................... 48 5 53 1,395
California....................... 95 -- 95 6,923
New Mexico....................... 1 -- 1 21
Washington....................... 1 -- 1 426
--- -- ---- -------
Total.......................... 324 84 408 17,434
=== == ==== =======
The following tables set forth, as of or for the year ended December 31,
2000 and as of or for the nine months ended September 30, 2001, specified
financial and other information with respect to each of our six community
banking subsidiaries--Zions First National Bank, or ZFNB, California Bank &
Trust, or CB&T, Nevada State Bank, or NSB, National Bank of Arizona, or NBA,
Vectra Bank Colorado, National Association, or Vectra, and The Commerce Bank of
Washington, or Commerce:
DECEMBER 31, 2000 ZFNB CB&T NSB NBA VECTRA COMMERCE
----------------- -------- -------- -------- -------- -------- ---------
(DOLLARS IN MILLIONS)
CONSOLIDATED STATEMENT OF INCOME DATA:
Net interest income.................... $ 227.1 $ 297.2 $ 101.7 $ 92.3 $ 89.1 $20.0
Noninterest income..................... 152.0 43.6 23.5 14.1 20.2 1.5
Noninterest expense(1)................. 219.2 183.6 74.2 50.4 72.5 8.8
Cash earnings(1)....................... 107.4 92.9 27.5 32.0 18.3 7.9
Net income............................. 104.4 74.1 22.8 30.2 5.8 7.9
CONSOLIDATED BALANCE SHEET DATA:
Loans(2)............................... $ 4,885 $ 4,856 $ 1,383 $1,489 $1,475 $ 242
Total assets........................... 8,095 6,953 2,374 1,944 2,156 553
Deposits............................... 4,173 5,589 1,993 1,551 1,385 405
NINE MONTHS ENDED SEPTEMBER 30, 2000 ZFNB CB&T NSB NBA VECTRA COMMERCE
------------------------------------ -------- -------- -------- -------- -------- ---------
(DOLLARS IN MILLIONS)
CONSOLIDATED STATEMENT OF INCOME DATA:
Net interest income.................... $ 220.5 $ 248.5 $ 85.2 $ 76.3 $ 64.4 $16.5
Noninterest income..................... 177.1 73.4 17.8 11.8 19.1 0.9
Noninterest expense(1)................. 209.0 169.6 58.9 45.5 58.7 7.2
Cash earnings(1)....................... 108.4 89.4 24.4 25.1 11.2 6.1
Net income............................. 100.9 71.2 22.8 23.4 2.3 6.1
CONSOLIDATED BALANCE SHEET DATA:
Loans(2)............................... $ 6,181 $ 5,533 $ 1,416 $1,738 $1,552 $ 282
Total assets........................... 9,378 8,543 2,434 2,588 2,266 565
Deposits............................... 4,463 6,923 2,049 2,157 1,416 426
------------------------
(1) Before amortization of goodwill, amortization of core deposit and other
intangible assets and merger expenses and the cumulative effect of adoption
of FAS No. 133.
(2) Net of unearned income and fees, net of related costs.
11
ZFNB, based in Utah, has developed special packages of financial services
designed to meet the financial needs of particular market niches. ZFNB has also
established a private banking group to service the financial needs of wealthy
individuals, an executive banking program to service the needs of corporate
executives of commercial clients, and an affinity program which offers
discounted financial services to employees of commercial accounts on a group
basis. ZFNB has also developed a series of products geared to the lower-income
customer, including the flex loan, which is a low-income personal loan, and
several low-income housing programs.
ZFNB offers an electronic bill paying service activated through a touch tone
telephone. Home banking products are available on the VISA-Registered Trademark-
platform, using Quicken-Registered Trademark-, Microsoft
Money-Registered Trademark- and Macintosh-Registered Trademark- personal
financial management software programs, and over the Internet, which allows
retail customers to use home computers to access and transfer account balances,
pay bills and maintain and reconcile accounts. ZFNB also electronically delivers
benefits for the state of Utah through the use of an electronic card system
"Utah Horizon EBT" at statewide merchant locations. "Reddi-Banker," an
interactive video banking platform, allows customers to obtain product
information, open deposit accounts, obtain loans, buy insurance and purchase
investment products.
Zions Bank Capital Markets group is one of only 26 primary United States
government securities dealers and the only primary dealer headquartered west of
the Mississippi River. Its customer base is comprised of global institutions
such as major corporations, banks, insurance companies, municipalities and
foreign central banks. Zions is also a major underwriter and distributor of
municipal securities, federal agency securities and specialized securities such
as the government-guaranteed portions of SBA loans. Zions Bank Capital Markets
group provides executable quotes on odd-lot government and agency securities via
Bloomberg and the Internet. Zions also provides financial advisory services to
municipalities and other public entities.
Through Zions Small Business Finance division, ZFNB provides SBA 7(a) loans
to small businesses throughout the United States. ZFNB's SBA 504 department
works with certified development companies and correspondent banks throughout
the country, providing the nation's largest source of secondary market financing
for this loan program. Zions Agricultural Finance division specializes in
originating, underwriting and servicing long-term farm and ranch loans.
ZFNB provides correspondent banking services such as cash letter processing,
wire services, federal funds facilities and loan participations. ZFNB's
International Banking Department issues letters of credit and handles foreign
exchange transactions for customers, but it does not take a trading position in
foreign exchange. ZFNB's Grand Cayman branch accepts Eurodollar deposits from
qualified customers.
ZFNB, NSB, NBA, CB&T and Vectra have established trust divisions. Clients in
Utah, Idaho, Nevada, Arizona, California and Colorado are offered a variety of
fiduciary services ranging from the administration of estates and trusts to the
management of funds held under pension and profit sharing plans. They also offer
custodian, portfolio, and management services. The trust division of ZFNB also
acts as fiscal and payment agent, transfer agent, registrar and trustee under
corporate and trust indentures for corporations, governmental bodies and public
authorities.
OTHER SUBSIDIARIES
We remain recognized as a leader in providing trust solutions to the world
of online commerce. Our subsidiary Digital Signature Trust Co., or DST, won
important contracts during the year, particularly in the federal government
arena. DST became the first vendor certified as operationally prepared to offer
digital certificate services to the federal government under the General
Services Administration's Access Certificates for Electronic Services, or ACES,
program. DST has, to date, won the largest share of the contracts awarded under
the ACES program, including contracts with
12
the Environmental Protection Agency, the Federal Emergency Management Agency,
the Department of Veterans Affairs and a major contract with the Social Security
Administration to implement online wage and tax reporting for the nation's
employers. DST also won contracts from the states of Washington and Utah for
state government initiatives and, in the private sector, DST was selected by
VISA-Registered Trademark- as a provider of certificate services for the VISA
Access smart card program. Together with the American Bankers Association, DST
has introduced the TrustID-Registered Trademark- certificate, an inter-operable
online identification and encryption product which is available to banks
throughout the United States.
We conduct various other bank-related business activities through our
subsidiaries. Zions Credit Corporation, a subsidiary of ZFNB, engages in lease
origination and servicing operations primarily in Utah, Nevada, and Arizona.
Zions Investment Securities, Inc., also a subsidiary of ZFNB, provides discount
investment brokerage services on a nonadvisory basis to both commercial and
consumer customers and conducts municipal revenue bond and corporate bond
underwriting activities. Personal investment officers employed by the discount
brokerage subsidiary in many larger branch offices provide customers with a wide
range of investment products, including municipal bonds, mutual funds and
tax-deferred annuities. Three venture capital companies owned by us provide
early-stage capital, primarily for start-up companies located in the west. Our
wholly-owned subsidiary Lexign, Inc. provides workflow and e-process management
solutions to companies in financial services, healthcare, government and other
industries. We have an exclusive licensing agreement with Electronic Data
Systems Corporation under which EDS will sell our NetDeposit(TM ) digital check
processing system to financial institutions and businesses.
Zions Life Insurance Company underwrites, as reinsurer, credit-related life
and disability insurance. Zions Insurance Agency, Inc. operates an insurance
brokerage business which administers various credit-related insurance programs
in our subsidiaries and sells general lines of insurance. Our insurance
subsidiaries offer customers a full range of insurance products through licensed
agents. The products include credit life products, collateral protection
products, life policies, homeowners policies, property and casualty policies,
and commercial business owner type policies. Zions Management Services Company
provides administrative, data processing and other services to our other
subsidiaries. Zions Financial Corp. functions as a special purpose financing
entity for us and certain of our banking subsidiaries and has issued debt
guaranteed by us.
13
REGULATORY CONSIDERATIONS
We are a legal entity separate and distinct from our banking subsidiaries.
However, our principal source of cash revenues are payments of interest and
dividends from these banking subsidiaries. There are various legal and
regulatory limitations on the extent to which these banking subsidiaries can
finance or otherwise supply funds to us and our other affiliates.
For each of our national bank subsidiaries, the prior approval of the
Comptroller of the Currency is required if the total of all dividends declared
in any calendar year exceeds its net earnings for that year combined with its
retained net earnings less dividends paid for the preceding two calendar years.
Additionally, these banking subsidiaries may not declare dividends in excess of
net profits on hand, after deducting the amount by which the principal amount of
all loans on which interest is past due for a period of six months or more
exceeds the reserve for credit losses. Under the first and currently more
restrictive of the federal dividend limitations, our national bank subsidiaries
(ZFNB, NBA, Vectra and Commerce) had approximately $78.5 million available for
the payment of dividends as of December 31, 2000. The payment of dividends is
also limited by minimum capital requirements imposed on banks. Our banking
subsidiaries exceed these minimum requirements. The ability of a state
non-member bank to pay dividends is subject to restrictions imposed by banking
regulations under state law similar to restrictions described above. Under their
respective regulatory frameworks, NSB and CB&T had approximately $24.5 million
and $0 available, respectively, for the payment of dividends as of December 31,
2000 without the approval of their respective state regulatory bodies. Our
banking subsidiaries declared dividends to us of approximately $163.0 million in
2000, $109.9 million in 1999, $210.9 million in 1998 and approximately
$182.9 million in the first nine months of 2001.
USE OF PROCEEDS
We will not receive proceeds from the issuance of the new securities offered
hereby. In consideration for issuing the new securities in exchange for old
securities as described in this prospectus, we will receive old securities of
like principal amount. The old securities surrendered in exchange for the new
securities will be retired and canceled.
14
CAPITALIZATION
The following table sets forth our actual consolidated capitalization as of
September 30, 2001 and as adjusted giving effect to the issuance of the old
securities on October 25, 2001 and the issuance of the new securities in the
exchange offer described in this prospectus. The issuance of the new securities
in the exchange offer will have no effect on our consolidated capitalization.
You should read this table in conjunction with the more detailed information,
including our consolidated financial statements and related notes, included or
incorporated by reference in this prospectus.
AS OF SEPTEMBER 30, 2001
-------------------------
ACTUAL AS ADJUSTED
----------- -----------
(IN THOUSANDS,
EXCEPT SHARE DATA)
Federal Home Loan Bank advances and other borrowings over
one
year...................................................... $ 241,770 $ 241,770
---------- ----------
Long-term debt:
Other long-term debt...................................... 581,348 581,348
Fixed/Floating Rate Subordinated Notes due October 15,
2011.................................................... -- 200,000
---------- ----------
Total long-term debt.................................... 581,348 781,348
Shareholders' equity(1):
Capital stock:
Preferred stock, without par value; authorized 3,000,000
shares; issued and outstanding, none.................. -- --
Common stock, without par value; authorized 350,000,000
shares; issued 92,001,233 shares and outstanding
92,001,233 shares..................................... 1,104,278 1,104,278
Accumulated other comprehensive income.................... 74,618 74,618
Retained earnings......................................... 1,056,271 1,056,271
---------- ----------
Total shareholders' equity.............................. 2,235,167 2,235,167
---------- ----------
Total capitalization.................................. $3,058,285 $3,258,285
========== ==========
------------------------
(1) Does not include, as of September 30, 2001, (1) 6,240,600 shares of our
common stock issuable upon exercise of outstanding options or (2) 2,315,850
shares of our common stock reserved for issuance pursuant to future option
grants under our stock option plans.
15
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth certain information regarding our ratios of
earnings to fixed charges. Fixed charges represent interest expense, a portion
of rent expense representative of interest, trust-preferred securities expense
and amortization of debt issuance costs.
NINE MONTHS
ENDED
SEPTEMBER 30,(1) YEAR ENDED DECEMBER 31,(1)
----------------------- ----------------------------------------------------
2001 2000(1) 2000(1) 1999 1998 1997 1996
-------- -------- -------- -------- -------- -------- --------
Zions and its subsidiaries:
Excluding interest on deposits.......... 3.13 2.28 2.32 2.67 2.87 2.51 3.52
Including interest on deposits.......... 1.63 1.45 1.46 1.49 1.45 1.56 1.69
------------------------
(1) For the year ended December 31, 2000 and the nine months ended
September 30, 2000, earnings used in the calculation of the ratios excludes
the impairment loss on First Security Corporation common stock of
$96.9 million and merger-related expenses of $41.5 million, mainly related
to the terminated First Security Corporation merger.
16
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data for the five-year period
ended December 31, 2000 and the nine-month periods ended September 30, 2001 and
September 30, 2000 are derived from and qualified by reference to our
consolidated financial statements. You should read these data in conjunction
with the financial statements, related notes and other financial information
included or incorporated by reference in this prospectus. See "Additional
Information."
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
---------------------------------------------------- -------------------
1996 1997 1998 1999 2000 2000 2001
-------- -------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
CONSOLIDATED STATEMENT OF INCOME DATA:
Interest income...................................... $536.9 $ 717.0 $1,032.8 $1,359.3 $1,626.2 $1,200.7 $1,215.6
Interest expense..................................... 239.8 347.4 458.9 617.8 822.8 607.1 517.6
------ ------- -------- -------- -------- -------- --------
Net interest income................................ 297.1 369.6 573.9 741.5 803.4 593.6 698.0
Provision for loan losses............................ 4.8 5.9 14.0 18.0 31.8 19.6 46.5
------ ------- -------- -------- -------- -------- --------
Net interest income after provision for loan
losses........................................... 292.3 363.7 559.9 723.5 771.6 574.0 651.5
Noninterest income................................... 117.5 148.3 210.2 266.5 192.1 109.6 314.0
Noninterest expense.................................. 239.8 312.9 556.7 681.5 720.8 541.5 632.5
------ ------- -------- -------- -------- -------- --------
Income before income taxes........................... 170.0 199.1 213.4 308.5 242.9 142.1 333.0
Income taxes......................................... 57.2 67.7 69.6 109.5 79.7 45.1 121.3
------ ------- -------- -------- -------- -------- --------
Income before minority interest and cumulative effect
of change in accounting principle.................. 112.8 131.4 143.8 199.0 163.2 97.0 211.7
Minority Interest.................................... -- -- 0.4 4.9 1.5 1.3 (6.6)
------ ------- -------- -------- -------- -------- --------
Income before cumulative effect of change in
accounting principle............................... $112.8 $ 131.4 $ 143.4 $ 194.1 $ 161.7 95.7 218.3
Cumulative effect of change in accounting principle,
adoption of FAS No. 133, net of income tax benefit
of $4.5............................................ -- -- -- -- -- -- 7.2
------ ------- -------- -------- -------- -------- --------
Net income........................................... $112.8 $ 131.4 $ 143.4 $ 194.1 $ 161.7 $ 95.7 $ 211.1
====== ======= ======== ======== ======== ======== ========
Operating cash earnings(1)........................... $115.0 $ 138.3 $ 194.4 $ 242.8 $ 281.4 $ 206.6 $ 253.6
====== ======= ======== ======== ======== ======== ========
Net income per common share (diluted)................ $ 1.69 $ 1.92 $ 1.75 $ 2.26 $ 1.86 $ 1.10 $ 2.29
Operating cash earnings per common share
(diluted)(1)....................................... 1.73 2.03 2.37 2.83 3.23 2.38 2.76
Weighted-average common and common-equivalent shares
outstanding during the period (in thousands)....... 66,547 68,258 81,918 85,695 87,120 86,836 92,042
CONSOLIDATED BALANCE SHEET DATA (AT PERIOD END):
Loans(2)............................................. $3,942 $ 5,463 $ 11,219 $ 12,791 $ 14,378 $ 14,069 $ 16,777
Total assets......................................... 7,353 10,794 18,050 20,281 21,939 21,924 24,256
Deposits............................................. 5,301 7,830 14,221 14,062 15,070 15,168 17,434
Total shareholders' equity........................... 569 857 1,453 1,660 1,779 1,716 2,235
OTHER DATA:
Return on average assets............................. 1.58% 1.35% 1.00% 0.97% 0.74% 0.59% 1.20%
Operating cash return on average assets(1)........... 1.62 1.45 1.41 1.26 1.34 1.32 1.49
Return on average common equity...................... 21.54 19.40 10.98 12.42 9.65 7.75 13.50
Operating cash return on average common equity(1).... 23.36 25.40 26.56 26.77 27.40 27.68 25.68
Efficiency ratio..................................... 56.50 59.33 70.10 66.55 64.91 66.58 61.59
Operating cash efficiency ratio(1)................... 55.96 57.99 61.32 60.33 57.46 57.71 57.43
Net interest margin.................................. 4.69 4.29 4.56 4.31 4.27 4.24 4.63
Nonperforming assets to net loans and leases and
nonperforming assets............................... 0.36 0.31 0.58 0.58 0.49 0.54 0.65
Allowance for loan losses to nonperforming loans..... 546.81 655.59 354.94 310.87 320.69 290.94 262.87
Allowance for loan losses to net loans and leases.... 1.95 1.62 1.89 1.60 1.36 1.42 1.47
Tier 1 leverage...................................... 8.91 6.92 5.91 6.16 6.38 6.16 6.48
Tier 1 risk-based capital............................ 14.36 11.96 8.40 8.64 8.53 8.35 8.15
Total risk-based capital............................. 16.71 13.85 11.34 11.29 10.83 10.85 11.12
Total branches....................................... 153 241 345 362 373 375 408
------------------------------
(1) Before amortization of goodwill, amortization of core deposit and other
intangible assets and merger expenses, the impairment loss on First Security
Corporation common stock and the cumulative effect of adoption of FAS
No. 133.
(2) Net of unearned income and fees, net of related costs.
17
THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
In connection with the sale of the old securities, we entered into an
exchange and registration rights agreement with the initial purchasers of the
old securities, pursuant to which we agreed to file and to use our best efforts
to cause to be declared effective by the SEC a registration statement with
respect to the exchange of the old securities for the new securities. We are
making the exchange offer to fulfill our contractual obligations under that
agreement. A copy of the exchange and registration rights agreement has been
filed as an exhibit to the registration statement of which this prospectus is a
part.
Pursuant to the exchange offer, we will issue the new securities in exchange
for old securities. The form and terms of the new securities are the same as the
form and terms of the old securities, except that the new securities (1) have
been registered under the Securities Act and therefore will not be subject to
certain restrictions on transfer applicable to the old securities and (2) will
not have registration rights or provide for any increase in the interest rate
related to the obligation to register. See "Description of New Securities" and
"Description of Old Securities" for more information on the terms of the
respective securities and the differences between them.
We are not making the exchange offer to, and will not accept tenders for
exchange from, holders of old securities in any jurisdiction in which the
exchange offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction. Unless the context requires
otherwise, the term "holder" with respect to the exchange offer means any person
in whose name the old securities are registered on our books or any other person
who has obtained a properly completed bond power from the registered holder, or
any person whose old securities are held of record by DTC who desires to deliver
such old securities by book-entry transfer at DTC.
We make no recommendation to the holders of old securities as to whether to
tender or refrain from tendering all or any portion of their old securities
pursuant to the exchange offer. In addition, no one has been authorized to make
any such recommendation. Holders of old securities must make their own decision
whether to tender pursuant to the exchange offer and, if so, the aggregate
amount of old securities to tender after reading this prospectus and the letter
of transmittal and consulting with their advisers, if any, based on their own
financial position and requirements.
TERMS OF THE EXCHANGE
Upon the terms and conditions described in this prospectus and in the
accompanying letter of transmittal, which together constitute the exchange
offer, we will accept for exchange old securities which are properly tendered at
or before the expiration time and not withdrawn as permitted below. As of the
date of this prospectus, $200 million aggregate principal amount of the old
securities is outstanding. This prospectus, together with the letter of
transmittal, is first being sent on or about December 19, 2001 to all holders of
old securities known to us. Old securities tendered in the exchange offer must
be in denominations of principal amount of $1,000 and any integral multiple of
$1,000.
Our acceptance of the tender of old securities by a tendering holder will
form a binding agreement between the tendering holder and us upon the terms and
subject to the conditions provided in this prospectus and in the accompanying
letter of transmittal.
EXPIRATION, EXTENSION AND AMENDMENT
The expiration time of the exchange offer is 5:00 P.M., New York City time,
on January 17, 2002. However, we may, in our sole discretion, extend the period
of time for which the exchange
18
offer is open and set a later expiration date. The term "expiration time" as
used herein means the latest time and date to which we extend the exchange
offer. If we decide to extend the exchange offer period, we will then delay
acceptance of any old securities by giving oral or written notice of an
extension to the holders of old securities as described below. During any
extension period, all old securities previously tendered will remain subject to
the exchange offer and may be accepted for exchange by us. Any old securities
not accepted for exchange will be returned to the tendering holder after the
expiration or termination of the exchange offer.
Our obligation to accept old securities for exchange in the exchange offer
is subject to the conditions described below under "--Conditions to the Exchange
Offer." We may decide to waive any of the conditions in our discretion.
Furthermore, we reserve the right to amend or terminate the exchange offer, and
not to accept for exchange any old securities not previously accepted for
exchange, upon the occurrence of any of the conditions of the exchange offer
specified below under the same heading. We will give oral or written notice of
any extension, amendment, non-acceptance or termination to the holders of the
old securities as promptly as practicable. If we materially change the terms of
the exchange offer, we will resolicit tenders of the old securities, file a
post-effective amendment to the prospectus and provide notice to you. If the
change is made less than five business days before the expiration of the
exchange offer, we will extend the offer so that the you have at least five
business days to tender or withdraw. We will notify you of any extension by
means of a press release or other public announcement no later than 9:00 A.M.,
New York City time, on the first business day after the previously scheduled
expiration time.
PROCEDURES FOR TENDERING
VALID TENDER
Except as described below, a tendering holder must, prior to the expiration
time, transmit to J.P. Morgan Trust Company, the exchange agent, at the address
listed under the heading "--Exchange Agent":
- a properly completed and duly executed letter of transmittal, including
all other documents required by the letter of transmittal; or
- if notes are tendered in accordance with the book-entry procedures listed
below, an agent's message.
In addition, you must:
- deliver certificates, if any, for the old securities to the exchange agent
at or before the expiration time; or
- deliver a timely confirmation of book-entry transfer of the old securities
into the exchange agent's account at DTC, the book-entry transfer
facility, along with the letter of transmittal or an agent's message; or
- comply with the guaranteed delivery procedures described below.
The term "agent's message" means a message, transmitted by DTC to and
received by the exchange agent and forming a part of a book-entry confirmation,
that states that DTC has received an express acknowledgment that the tendering
holder agrees to be bound by the letter of transmittal and that we may enforce
the letter of transmittal against this holder.
If the letter of transmittal is signed by a person other than the registered
holder of old securities, the letter of transmittal must be accompanied by a
written instrument of transfer or exchange in satisfactory form duly executed by
the registered holder with the signature guaranteed by an eligible institution.
The old securities must be endorsed or accompanied by appropriate
19
powers of attorney. In either case, the old securities must be signed exactly as
the name of any registered holder appears on the old securities.
If the letter of transmittal or any old securities or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, these persons should so indicate when signing. Unless waived by us,
proper evidence satisfactory to us of their authority to so act must be
submitted.
By tendering, each holder will represent to us that, among other things, the
new securities are being acquired in the ordinary course of business of the
person receiving the new securities, whether or not that person is the holder
and neither the holder nor the other person has any arrangement or understanding
with any person to participate in the distribution of the new securities. In the
case of a holder that is not a broker-dealer, that holder, by tendering, will
also represent to us that the holder is not engaged in and does not intend to
engage in a distribution of the new securities.
The method of delivery of old securities, letters of transmittal and all
other required documents is at your election and risk. If the delivery is by
mail, we recommend that you use registered mail, properly insured, with return
receipt requested. In all cases, you should allow sufficient time to assure
timely delivery. You should not send letters of transmittal or old securities to
us.
If you are a beneficial owner whose old securities are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee, and
wish to tender, you should promptly instruct the registered holder to tender on
your behalf. Any registered holder that is a participant in DTC's book-entry
transfer facility system may make book-entry delivery of the old securities by
causing DTC to transfer the old securities into the exchange agent's account.
SIGNATURE GUARANTEES
Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed, unless the old securities surrendered for exchange are tendered:
- by a registered holder of the old securities who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the letter of transmittal, or
- for the account of an "eligible institution."
If signatures on a letter of transmittal or a notice of withdrawal are
required to be guaranteed, the guarantees must be by an "eligible institution."
An "eligible institution" is a financial institution, including most banks,
savings and loan associations and brokerage houses, that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program.
BOOK-ENTRY TRANSFER
The exchange agent will make a request to establish an account for the old
securities at DTC for purposes of the exchange offer within two business days
after the date of this prospectus. Any financial institution that is a
participant in DTC's systems must make book-entry delivery of old securities by
causing DTC to transfer those old securities into the exchange agent's account
at DTC in accordance with DTC's procedure for transfer. The participant should
transmit its acceptance to DTC at or prior to the expiration time or comply with
the guaranteed delivery procedures described below. DTC will verify this
acceptance, execute a book-entry transfer of the tendered old securities into
the exchange agent's account at DTC and then send to the exchange agent
confirmation of this book-entry transfer. The confirmation of this book-entry
transfer will include an agent's message confirming that DTC has received an
express acknowledgment from this participant that this
20
participant has received and agrees to be bound by the letter of transmittal and
that we may enforce the letter of transmittal against this participant.
Delivery of new securities issued in the exchange offer may be effected
through book-entry transfer at DTC. However, the letter of transmittal or
facsimile of it or an agent's message, with any required signature guarantees
and any other required documents, must:
- be transmitted to and received by the exchange agent at the address listed
under "--Exchange Agent" at or prior to the expiration time; or
- comply with the guaranteed delivery procedures described below.
Delivery of documents to DTC in accordance with DTC's procedures does not
constitute delivery to the exchange agent.
GUARANTEED DELIVERY
If a registered holder of old securities desires to tender the old
securities, and the old securities are not immediately available, or time will
not permit the holder's old securities or other required documents to reach the
exchange agent before the expiration time, or the procedure for book-entry
transfer described above cannot be completed on a timely basis, a tender may
nonetheless be made if:
- the tender is made through an eligible institution;
- prior to the expiration time, the exchange agent received from an eligible
institution a properly completed and duly executed notice of guaranteed
delivery, substantially in the form provided by us, by facsimile
transmission, mail or hand delivery:
1. stating the name and address of the holder of old securities and the
amount of old securities tendered,
2. stating that the tender is being made, and
3. guaranteeing that within three New York Stock Exchange trading days
after the expiration time, the certificates for all physically
tendered old securities, in proper form for transfer, or a book-entry
confirmation, as the case may be, and a properly completed and duly
executed letter of transmittal, or an agent's message, and any other
documents required by the letter of transmittal will be deposited by
the eligible institution with the exchange agent; and
- the certificates for all physically tendered old securities, in proper
form for transfer, or a book-entry confirmation, as the case may be, and a
properly completed and duly executed letter of transmittal, or an agent's
message, and all other documents required by the letter of transmittal,
are received by the exchange agent within three New York Stock Exchange
trading days after the expiration time.
DETERMINATION OF VALIDITY
We will determine in our sole discretion all questions as to the validity,
form and eligibility of old securities tendered for exchange. This discretion
extends to the determination of all questions concerning the timing of receipts
and acceptance of tenders. These determinations will be final and binding. We
reserve the right to reject any particular old security not properly tendered or
of which our acceptance might, in our judgment or our counsel's judgment, be
unlawful. We also reserve the right to waive any defects or irregularities or
conditions of the exchange offer as to any particular old security either before
or after the expiration time, including the right to waive the ineligibility of
any tendering holder. Our interpretation of the terms and conditions of the
exchange offer as to any
21
particular old security either before or after the expiration time, including
the letter of transmittal and the instructions to the letter of transmittal,
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of old securities must be cured within
a reasonable period of time.
Neither we, the exchange agent nor any other person will be under any duty
to give notification of any defect or irregularity in any tender of old
securities. Moreover, neither we, the exchange agent nor any other person will
incur any liability for failing to give notification of any defect or
irregularity.
ACCEPTANCE OF OLD SECURITIES FOR EXCHANGE; ISSUANCE OF NEW SECURITIES
Upon the terms and subject to the conditions of the exchange offer, we will
accept, promptly after the expiration time, all old securities properly
tendered. We will issue the new securities promptly after acceptance of the old
securities. For purposes of the exchange offer, we will be deemed to have
accepted properly tendered old securities for exchange when, as and if we have
given oral or written notice to the exchange agent, with prompt written
confirmation of any oral notice.
In all cases, issuance of new securities for old securities will be made
only after timely receipt by the exchange agent of:
- certificates for the old securities, or a timely book-entry confirmation
of the old securities, into the exchange agent's account at the book-entry
transfer facility;
- a properly completed and duly executed letter of transmittal or an agent's
message; and
- all other required documents.
Unaccepted or non-exchanged old securities will be returned without expense
to the tendering holder of the old securities. In the case of old securities
tendered by book-entry transfer in accordance with the book-entry procedures
described above, the non-exchanged old securities will be credited to an account
maintained with DTC as promptly as practicable after the expiration or
termination of the exchange offer. For each old security accepted for exchange,
the holder of the old security will receive a new security having a principal
amount equal to that of the surrendered old security.
INTEREST PAYMENTS ON THE NEW SECURITIES
The new securities will bear interest from the most recent date to which
interest has been paid on the old securities. Accordingly, registered holders of
new securities on the relevant record date for the first interest payment date
following the completion of the exchange offer will receive interest accruing
from the most recent date to which interest has been paid. Old securities
accepted for exchange will cease to accrue interest from and after the date of
completion of the exchange offer. Holders of old securities whose old securities
are accepted for exchange will not receive any payment for accrued interest on
the old securities otherwise payable on any interest payment date the record
date for which occurs on or after completion of the exchange offer and will be
deemed to have waived their rights to receive the accrued interest on the old
securities.
WITHDRAWAL RIGHTS
Tenders of old securities may be withdrawn at any time before the expiration
time.
22
For a withdrawal to be effective, the exchange agent must receive a written
notice of withdrawal at the address or, in the case of eligible institutions, at
the facsimile number, indicated under "--Exchange Agent" before the expiration
time. Any notice of withdrawal must:
- specify the name of the person, referred to as the depositor, having
tendered the old securities to be withdrawn;
- identify the old securities to be withdrawn, including the certificate
number or numbers and principal amount of the old securities;
- contain a statement that the holder is withdrawing its election to have
the old securities exchanged;
- be signed by the holder in the same manner as the original signature on
the letter of transmittal by which the old securities were tendered,
including any required signature guarantees, or be accompanied by
documents of transfer to have the trustee with respect to the old
securities register the transfer of the old securities in the name of the
person withdrawing the tender; and
- specify the name in which the old securities are registered, if different
from that of the depositor.
If certificates for old securities have been delivered or otherwise
identified to the exchange agent, then, prior to the release of these
certificates the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and signed notice of withdrawal with
signatures guaranteed by an eligible institution, unless this holder is an
eligible institution. If old securities have been tendered in accordance with
the procedure for book-entry transfer described above, any notice of withdrawal
must specify the name and number of the account at the book-entry transfer
facility to be credited with the withdrawn old securities.
Any old securities properly withdrawn will be deemed not to have been
validly tendered for exchange. New securities will not be issued in exchange
unless the old securities so withdrawn are validly re-tendered. Properly
withdrawn old securities may be re-tendered by following the procedures
described under "--Procedures for Tendering" above at any time at or before the
expiration time.
We will determine all questions as to the validity, form and eligibility,
including time of receipt, of notices of withdrawal.
CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the exchange offer, or any extension
of the exchange offer, we will not be required to accept for exchange, or to
exchange, any old securities for any new securities, and, as described below,
may terminate the exchange offer, whether or not any old securities have been
accepted for exchange, or may waive any conditions to or amend the exchange
offer, if any of the following conditions has occurred or exists:
- there shall occur a change in the current interpretation by the staff of
the SEC which permits the new securities issued pursuant to the exchange
offer in exchange for old securities to be offered for resale, resold and
otherwise transferred by the holders (other than broker-dealers and any
holder which is an affiliate) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
new securities are acquired in the ordinary course of such holders'
business and such holders have no arrangement or understanding with any
person to participate in the distribution of the new securities;
23
- any action or proceeding shall have been instituted or threatened in any
court or by or before any governmental agency or body with respect to the
exchange offer which, in our judgment, would reasonably be expected to
impair our ability to proceed with the exchange offer;
- any law, statute, rule or regulation shall have been adopted or enacted
which, in our judgment, would reasonably be expected to impair our ability
to proceed with the exchange offer;
- a banking moratorium shall have been declared by United States federal or
Utah or New York State authorities which, in our judgment, would
reasonably be expected to impair our ability to proceed with the exchange
offer;
- trading on the New York Stock Exchange or generally in the United States
over-the-counter market shall have been suspended by order of the SEC or
any other governmental authority which, in our judgment, would reasonably
be expected to impair our ability to proceed with the exchange offer;
- a commencement of war, armed hostilities or other similar international
calamity shall have occurred, directly or indirectly involving the United
States, or, in the case of any of the foregoing existing at the time of
the commencement of the exchange offer, a material acceleration or
worsening thereof shall have occurred;
- a stop order shall have been issued by the SEC or any state securities
authority suspending the effectiveness of the registration statement of
which this prospectus is a part or proceedings shall have been initiated
or, to our knowledge, threatened for that purpose or any governmental
approval has not been obtained, which approval we shall, in our sole
discretion, deem necessary for the consummation of the exchange offer; or
- any change, or any development involving a prospective change, in our
business or financial affairs or any of our subsidiaries has occurred
which is or may be adverse to us or we shall have become aware of facts
that have or may have an adverse impact on the value of the old securities
or the new securities, which in our sole judgment in any case makes it
inadvisable to proceed with the exchange offer and/or with such acceptance
for exchange or with such exchange.
If we determine in our sole discretion that any of the foregoing events or
conditions has occurred or exists, we may, subject to applicable law, terminate
the exchange offer, whether or not any old securities have been accepted for
exchange, or may waive any such condition or otherwise amend the terms of the
exchange offer in any respect. See "--Expiration, Extension and Amendment"
above.
RESALES OF NEW SECURITIES
Based on interpretations by the staff of the SEC, as described in no-action
letters issued to third parties, we believe that new securities issued in the
exchange offer in exchange for old securities may be offered for resale, resold
or otherwise transferred by holders of the old securities without compliance
with the registration and prospectus delivery provisions of the Securities Act,
if:
- the new securities are acquired in the ordinary course of the holders'
business;
- the holders have no arrangement or understanding with any person to
participate in the distribution of the new securities; and
- the holders are not "affiliates" of ours within the meaning of Rule 405
under the Securities Act.
24
However, the SEC has not considered the exchange offer in the context of a
no-action letter. We cannot assure you that the staff of the SEC would make a
similar determination with respect to the exchange offer as in the other
circumstances. Each holder who wishes to exchange old securities for new
securities will be required to represent that it meets the above three
requirements.
Any holder who is an affiliate of ours or who intends to participate in the
exchange offer for the purpose of distributing new securities or any
broker-dealer who purchased old securities directly from us to resell pursuant
to Rule 144A or any other available exemption under the Securities Act:
- cannot rely on the applicable interpretations of the staff of the SEC
mentioned above;
- will not be permitted or entitled to tender the old securities in the
exchange offer; and
- must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale transaction.
Each broker-dealer that receives new securities for its own account in
exchange for old securities must acknowledge that the old securities were
acquired by it as a result of market-making activities or other trading
activities and agree that it will deliver a prospectus that meets the
requirements of the Securities Act in connection with any resale of the new
securities. The letter of transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. See "Plan of
Distribution."
In addition, to comply with state securities laws, the new securities may
not be offered or sold in any state unless they have been registered or
qualified for sale in such state or an exemption from registration or
qualification, with which there has been compliance, is available. The offer and
sale of the new securities to "qualified institutional buyers," as defined under
Rule 144A of the Securities Act, is generally exempt from registration or
qualification under the state securities laws. We currently do not intend to
register or qualify the sale of new securities in any state where an exemption
from registration or qualification is required and not available.
EXCHANGE AGENT
We have appointed J.P. Morgan Trust Company, National Association, as the
exchange agent for the exchange offer. Delivery of the letters of transmittal
and any other required documents should be directed to the exchange agent as
follows:
- if by facsimile, to (214) 468-6494 (attention: Frank Ivins); confirm by
telephone: (415) 954-2367.
- if by registered or certified mail, by hand or by overnight courier, to:
J.P. Morgan Trust Company, National Association
c/o J.P. Morgan Corporate Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75202
Attention: Frank Ivins (Personal and Confidential).
If you deliver the letter of transmittal to an address other than the
address indicated above, or transmit instructions via facsimile to any number
other than the facsimile number indicated above, then your delivery or
transmission will not be valid.
25
Requests for assistance and for additional copies of the prospectus, the
letter of transmittal and other related documents should be directed to the
exchange agent as follows:
- if by facsimile, to (415) 954-2371 (attention: James Nagy).
- if by telephone, to (415) 954-2367.
- if by mail, to:
J.P. Morgan Trust Company, National Association
101 California Street, Suite 3800
San Francisco, California 94111
Attention: James Nagy.
FEES AND EXPENSES
We have agreed to pay the exchange agent reasonable and customary fees for
its services and will reimburse it for its reasonable out-of-pocket expenses in
connection with the exchange offer. We will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus and related documents
to the beneficial owners of old securities, and in handling or tendering for
their customers. We will not make any payment to brokers, dealers or others
soliciting acceptances of the exchange offer.
Holders who tender their old securities for exchange will not be obligated
to pay any transfer taxes on the exchange. If, however, new securities are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the old securities tendered, or if a transfer tax is
imposed for any reason other than the exchange of old securities in connection
with the exchange offer, then the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to such tendering holder.
26
DESCRIPTION OF NEW SECURITIES
We issued the old securities and will issue the new securities under the
indenture, dated as of October 25, 2001, between Zions Bancorporation and J.P.
Morgan Trust Company, National Association, formerly Chase Manhattan Bank and
Trust Company, National Association, as trustee (referred to as the "indenture"
in this prospectus). Where it is unnecessary to distinguish between old
securities and new securities, they are collectively referred to as
"securities." Because this section is a summary, it does not describe every
aspect of the new securities. This summary is subject to and qualified in its
entirety by reference to all the provisions of the indenture, including
definitions of certain terms used in the indenture. For example, in this section
we use certain words that have been given special meaning in the indenture. We
describe the meaning for only the more important terms. In this section,
references to "Zions," "we," "us" and "our" refer solely to Zions Bancorporation
and not its subsidiaries.
GENERAL
The new securities will be our unsecured subordinated obligations. The new
securities will be limited to $200,000,000 aggregate principal amount. Payment
of the full principal amount of the new securities will be due on October 15,
2011.
Because we are a holding company, our rights and the rights of our
creditors, including you as the holders of the securities, to participate in any
distribution of the assets or earnings of any of our subsidiaries through the
payment of dividends or otherwise are necessarily subject to the prior claims of
that subsidiary's creditors, except to the extent that we may ourselves be a
creditor with recognized claims against that subsidiary. See "Regulatory
Considerations" and "--Subordination of the New Securities."
The new securities will bear interest at the rate of 6.50% per annum from
October 25, 2001 through October 14, 2006. After October 14, 2006 and until but
excluding the maturity date or earlier redemption date, which we refer to as the
"floating rate period," the new securities will bear interest at a rate equal to
the then applicable United States dollar one-month LIBOR rate plus 3.01%. We
will pay interest semi-annually on April 15 and October 15 of each year,
beginning April 15, 2002, until the principal is paid or made available for
payment. Interest will be paid to the person in whose name the new security is
registered at the close of business on the preceding April 1 or October 1, as
the case may be. Interest payable for the period from October 25, 2001 to
April 14, 2002 will be calculated on a pro rata basis using a 30-day month and a
360-day year.
During the floating rate period, the interest rate per annum for the new
securities will be reset monthly on the first day of each interest reset period
(as defined below) and will be equal to LIBOR (as defined below) plus 3.01%, as
determined by the calculation agent. Goldman, Sachs & Co. will initially act as
calculation agent. During the floating rate period, the amount of interest for
each day the new securities are outstanding, which we refer to as the "daily
interest amount," will be calculated by dividing the interest rate in effect for
that day by 360 and multiplying the result by the principal amount of the new
securities. The amount of interest to be paid on the new securities for each
interest period will be calculated by adding the daily interest amounts for each
day in the interest period.
Except as described below for the first interest period, on each interest
payment date, we will pay interest for the period commencing on and including
the immediately preceding interest payment date and ending on and including the
next day preceding that interest payment date. We refer to this period as an
"interest period." The first interest period began on and included October 25,
2001 and will end on and include April 14, 2002.
27
In the event that an interest payment date is not a business day, we will
pay interest on the next day that is a business day, with the same force and
effect as if made on the interest payment date, and without any interest or
other payment with respect to the delay; provided, however, if such interest
payment date occurs during the floating rate period and such next business day
is in a different month, then we will pay interest on the business day
immediately preceding that interest payment date. If the date of maturity or
earlier redemption date falls on a day that is not a business day, the payment
of principal and interest, if any, will be made on the next succeeding business
day and no interest shall accrue for the period from and after such date of
maturity or earlier redemption date. For purposes of this prospectus, a business
day is a day other than a Saturday, a Sunday or any other day on which banking
institutions in Salt Lake City, Utah, or New York, New York, are authorized or
required by law or executive order to remain closed.
"LIBOR," with respect to an interest reset period, shall be the rate
(expressed as a percentage per annum) for deposits in United States dollars for
a one-month period beginning on the second London banking day (as defined below)
after the determination date (as defined below) that appears on Telerate Page
3750 (as defined below) as of 11:00 A.M., London time, on the determination
date. If Telerate Page 3750 does not include this rate or is unavailable on the
determination date, the calculation agent will request the principal London
office of each of four major banks in the London interbank market, as selected
by the calculation agent, to provide that bank's offered quotation (expressed as
a percentage per annum) as of approximately 11:00 A.M., London time, on the
determination date to prime banks in the London interbank market for deposits in
a representative amount (as defined below) in United States dollars for a
one-month period beginning on the second London banking day after the
determination date. If at least two offered quotations are so provided, LIBOR
for the interest reset period will be the arithmetic mean of those quotations.
If fewer than two quotations are so provided, the calculation agent will request
each of three major banks in New York City, as selected by the calculation
agent, to provide that bank's rate (expressed as a percentage per annum), as of
approximately 11:00 A.M., New York City time, on the determination date for
loans in a representative amount in United States dollars to leading European
banks for a one-month period beginning on the second London banking day after
the determination date. If at least two rates are so provided, LIBOR for the
interest reset period will be the arithmetic mean of those rates. If fewer than
two rates are so provided, then LIBOR for the interest reset period will be
LIBOR in effect with respect to the immediately preceding interest reset period
or, in the case of the first Interest Reset Period, 6.50% per annum.
"Determination date" with respect to an interest reset period will be the
second London banking day preceding the first day of the interest reset period.
"Interest reset period" shall mean each period, during the floating rate
period, commencing on and including the fifteenth day of the month and ending on
and including the fourteenth day of the next succeeding month. The first
interest reset period shall commence on and include October 15, 2006 and end on
and include November 14, 2006.
"London banking day" is any day in which dealings in the United States
dollars are transacted or, with respect to any future date, are expected to be
transacted in the London interbank market.
"Representative amount" means a principal amount that is representative for
a single transaction in the relevant market at the relevant time.
"Telerate Page 3750" means the display designated as "Page 3750" on the
Bridge Telerate Service (or such other page as may replace Page 3750 on that
service).
All percentages resulting from any of the above calculations will be
rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655))
28
and all dollar amounts used in or resulting from such calculations will be
rounded to the nearest cent (with one-half cent being rounded upwards).
The interest rate on the new securities will in no event be higher than the
maximum rate permitted by New York law as the same may be modified by United
States law of general application. Under present New York law, the maximum rate
of interest is 25% per annum on a simple interest basis. This limit may not
apply to securities in which $2,500,000 or more has been invested.
The calculation agent will, upon the request of the holder of any security,
provide the interest rate then in effect. All calculations of the calculation
agent, in the absence of manifest error, shall be conclusive for all purposes
and binding on us and holders of the securities. We may appoint a successor
calculation agent with the written consent of the trustee, which consent shall
not be unreasonably withheld.
REDEMPTION
The securities are not redeemable prior to October 15, 2006. The securities
will be redeemable in whole or in part at our option on or after October 15,
2006 at a redemption price equal to 100% of the principal amount of the
securities being redeemed plus accrued but unpaid interest to the date of
redemption. Pursuant to the terms of the indenture, notice of redemption will be
mailed to the holders of the securities to be redeemed not less than 30 days nor
more than 60 days prior to the redemption date.
No sinking fund is provided for in the securities, which means that the
indenture does not require us to redeem or retire the securities periodically.
FORM, DENOMINATION, TRANSFER, EXCHANGE AND BOOK-ENTRY PROCEDURES
The new securities will be issued:
- only in fully registered form,
- without interest coupons, and
- in denominations of $1,000 and multiples thereof.
The new securities will be evidenced by a global security which will be
deposited with the trustee as custodian for DTC and registered in the name of
Cede & Co., or Cede, as nominee of DTC. Except as set forth below, record
ownership of the global security may be transferred, in whole or in part, only
to another nominee of DTC or to a successor of DTC or its nominee.
The global security will not be registered in the name of any person, or
exchanged for securities that are registered in the name of any person, other
than DTC or its nominee, unless either of the following occurs:
- DTC notifies us that it is unwilling or unable to continue acting as the
depositary for the global security, or DTC has ceased to be a clearing
agency registered under the Exchange Act, and in either case we fail to
appoint a successor depositary;
- we order in our sole discretion that the global security will be
transferable, registrable and exchangeable; or
- an event of default (as defined under "--Events of Default and Defaults")
with respect to the new securities represented by the global security has
occurred and is continuing.
In those circumstances, DTC will determine in whose names any securities
issued in exchange for the global security will be registered.
29
DTC or its nominee will be considered the sole owner and holder of the
global security for all purposes, and as a result:
- you cannot get new security registered in your name if they are
represented by the global security;
- you cannot receive certificated (physical) securities in exchange for your
beneficial interest in the global security;
- you will not be considered to be the owner or holder of the global
security or any new security it represents for any purpose; and
- all payments on the global security will be made to DTC or its nominee.
The laws of some jurisdictions require that certain kinds of purchasers (for
example, certain insurance companies) can only own securities in definitive
(certificated) form. These laws may limit your ability to transfer your
beneficial interests in the global security to these types of purchasers.
Only institutions (such as a securities broker or dealer) that have accounts
with the DTC or its nominee (called "participants") and persons that may hold
beneficial interests through participants can own a beneficial interest in the
global security. The only place where the ownership of beneficial interests in
the global security will appear and the only way the transfer of those interests
can be made will be on the records kept by DTC (for their participants'
interests) and the records kept by those participants (for interests of persons
held by participants on their behalf).
Secondary trading in bonds and notes of corporate issuers is generally
settled in clearing-house (that is, next-day) funds. In contrast, beneficial
interests in a global security usually trade in DTC's same-day funds settlement
system, and settle in immediately available funds. We make no representations as
to the effect that settlement in immediately available funds will have on
trading activity in those beneficial interests.
We will make cash payments of interest on and principal of the global
security to Cede, the nominee for DTC, as the registered owner of the global
security. We will make these payments by wire transfer of immediately available
funds on each payment date.
We have been informed that, with respect to any cash payment of interest on
or principal of the global security, DTC's practice is to credit participants'
accounts on the payment date with payments in amounts proportionate to their
respective beneficial interests in the new securities represented by the global
security as shown on DTC's records, unless DTC has reason to believe that it
will not receive payment on that payment date. Payments by participants to
owners of beneficial interests in new securities represented by the global
security held through participants will be the responsibility of those
participants, as is now the case with securities held for the accounts of
customers registered in "street name."
We also understand that neither DTC nor Cede will consent or vote with
respect to the new securities. We have been advised that under its usual
procedures, DTC will mail an "omnibus proxy" to us as soon as possible after the
record date. The omnibus proxy assigns Cede's consenting or voting rights to
those participants to whose accounts the new securities are credited on the
record date identified in a listing attached to the omnibus proxy.
Because DTC can only act on behalf of participants, who in turn act on
behalf of indirect participants, the ability of a person having a beneficial
interest in the principal amount represented by the global security to pledge
the interest to persons or entities that do not participate in the DTC
book-entry system, or otherwise take actions in respect of that interest, may be
affected by the lack of a physical certificate evidencing its interest.
30
DTC has advised us that it will take any action permitted to be taken by a
holder of new securities only at the direction of one or more participants to
whose account with DTC interests in the global security are credited and only in
respect of such portion of the principal amount of the new securities
represented by the global security as to which such participant has, or
participants have, given such direction.
DTC has also advised us as follows: DTC is a limited purpose trust company
organized under the laws of the state of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the Uniform
Commercial Code, as amended, and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its participants and facilitate the clearance and settlement of
securities transactions between participants through electronic book-entry
changes in accounts of its participants. Participants include securities brokers
and dealers, banks, trust companies and clearing corporations and may include
certain other organizations. Certain of such participants (or their
representatives), together with other entities, own DTC. Indirect access to the
DTC system is available to other entities such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
The policies and procedures of DTC, which may change periodically, will
apply to payments, transfers, exchanges and other matters relating to beneficial
interests in the global security. We and the trustee have no responsibility or
liability for any aspect of DTC's or any participants' records relating to
beneficial interests in the global security, including for payments made on the
global security, and we and the trustee are not responsible for maintaining,
supervising or reviewing any of those records.
MERGERS AND SALES OF ASSETS BY ZIONS BANCORPORATION
We may not consolidate with or merge into any other person or convey,
transfer or lease our properties and assets substantially as an entirety to any
person, and may not permit any person to consolidate with or merge into us or
convey, transfer or lease such person's properties and assets substantially as
an entirety to us, unless each of the following requirements is met:
- the person formed by the consolidation or into or with which we merge or
the person to which our properties and assets are conveyed, transferred or
leased, is a corporation organized and existing under the laws of the
United States, any state or the District of Columbia and shall expressly
assume the due and punctual payment of the principal of and interest on
the securities and our performance of other covenants under the indenture;
- immediately after giving effect to that transaction, no default or event
of default (both as defined below), and no event which, after notice or
lapse of time or both, would become a default or an event of default,
shall have occurred and be continuing; and
- an officer's certificate and legal opinion relating to these conditions is
delivered to the trustee.
Upon any consolidation, merger or conveyance, transfer or lease of our
properties and assets substantially as an entirety to any person in accordance
with the above, the person formed by such consolidation or into or with which we
are merged or to which such conveyance, transfer or lease is made shall succeed
to and be substituted for and may exercise our every right and power under the
indenture, and thereafter, except in the case of a lease to another person, we
shall be relieved of all obligations and covenants under the indenture.
31
EVENTS OF DEFAULT AND DEFAULTS
Under the indenture, certain events of bankruptcy, insolvency or
reorganization with respect to Zions Bancorporation, ZFNB or CB&T are defined as
events of default.
Under the indenture, the following are defined as defaults:
- failure to pay principal of or any premium on any security when due;
- failure to pay any interest on any security when due and that default
continues for 30 days;
- failure to perform any other covenant in the indenture and that failure
continues for 60 days after written notice to us by the trustee or the
holders of at least 25% in aggregate principal amount of outstanding
securities; and
- any event of default.
If a default occurs, the trustee can demand payment of amounts then due and
payable and, in its discretion, proceed to enforce any covenant and other rights
of the holders of the securities. Upon a default, the trustee may not act to
accelerate the maturity of the securities.
Subject to the provisions of the indenture relating to the duties of the
trustee in case an event of default shall occur and be continuing, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request or direction of any of the holders, unless such holders
shall have offered to the trustee reasonable indemnity. Subject to such
provisions for the indemnification of the trustee, the holders of a majority in
aggregate principal amount of the outstanding securities will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the
trustee.
If an event of default occurs and is continuing, either the trustee or the
holders of at least 25% in principal amount of the outstanding securities may
accelerate the maturity of all securities. After acceleration, but before a
judgment or decree based on acceleration, the holders of a majority in aggregate
principal amount of outstanding securities may, under circumstances set forth in
the indenture, rescind the acceleration if we have deposited monies on account
of certain overdue amounts with the trustee.
Before you may take any action to institute any proceeding relating to the
indenture, or to appoint a receiver or a trustee, or for any other remedy, each
of the following must occur:
- you must have given the trustee written notice of a continuing event of
default or defaults;
- the holders of at least 25% of the aggregate principal amount of all
outstanding securities must make a written request of the trustee to take
action because of the default and must have offered reasonable
indemnification to the trustee against the cost, liabilities and expenses
of taking such action; and
- the trustee must not have taken action for 60 days after receipt of such
notice and offer of indemnification.
These limitations do not apply to a suit for the enforcement of payment of
the principal of or any premium or interest on a security on or after the due
dates for such payments.
We will furnish to the trustee annually a statement as to our performance of
our obligations under the indenture and as to any default in performance.
32
SUBORDINATION OF THE NEW SECURITIES
The securities are subordinated in right of payment to the prior payment in
full of all our senior debt. This means that, in certain circumstances where we
may not be making payments on all our debt obligations as they become due, the
holders of all our senior debt will be entitled to receive payment in full of
all amounts that are due or will become due on their debt securities before you
as holders of the securities will be entitled to receive any amounts on the
securities. These circumstances include when we make a payment or distribute
assets to creditors upon any liquidation, dissolution, winding up or
reorganization of Zions Bancorporation.
Further, in certain circumstances including any insolvency, liquidation,
dissolution, winding up or reorganization or assignment for the benefit of our
creditors, any creditors in respect of general obligations (as defined below)
will be entitled to receive payment in full of all amounts due or to become due
on or in respect of such general obligations after payment in full to the
holders of our senior debt, before any amount is made available for payment or
distribution to you on the securities. However, upon the occurrence of a
termination event (as defined below), such subordination to the creditors in
respect of general obligations will become null and void and have no further
effect.
These subordination provisions mean that if we are insolvent, a direct
holder of our senior debt may ultimately receive out of our assets more than you
as a direct holder of the same amount of securities, and our creditor that is
owed a specific amount may ultimately receive more than you as a direct holder
of the same amount of securities.
In addition, the securities will be "structurally subordinated" to all
indebtedness and other liabilities, including trade payables and lease
obligations, of our subsidiaries. This occurs because our right to receive any
assets of any of our subsidiaries upon its liquidation or reorganization, and
thus the right of you as the holders of the securities to participate in those
assets, will be effectively subordinated to the claims of that subsidiary's
creditors, including trade creditors.
The indenture does not limit our ability to incur senior debt or general
obligations, including indebtedness ranking PARI PASSU with the securities, or
the ability of our subsidiaries to incur any other indebtedness.
"Senior debt" means the principal of, and any premium and interest on, all
of our indebtedness, including indebtedness of others that we guarantee, whether
such indebtedness exists now or is created, incurred or assumed by us after the
date of this prospectus, that is for money we borrow. Senior debt also includes
any deferrals, renewals and extensions of any indebtedness that itself was
senior debt. Senior debt does not include any indebtedness that expressly states
in the instrument creating or evidencing it that it is to be junior or PARI
PASSU in right of payment to the securities. Senior debt does not include
amounts outstanding or guaranteed by us under the securities, our 8 5/8%
Subordinated Notes due October 15, 2002, our Floating Rate Subordinated Notes
due June 15, 2008, Zions Financial Corp.'s Fixed/Floating Rate Guaranteed Notes
due May 15, 2011, Zions Institutional Capital Trust A's 8.536% Capital
Securities due December 15, 2026, GB Capital Trust's 10.25% Capital Securities
due January 15, 2027, CSBI Capital Trust's 11.75% Capital Securities due
June 6, 2027 or VBC Capital I Trust's 9.50% Capital Securities due April 30,
2027. As of September 30, 2001, the aggregate amount of our outstanding senior
debt and general obligations was approximately $469 million and the aggregate
amount of debt and other liabilities of our subsidiaries was approximately
$21.0 billion.
"General obligations" means all of our obligations to make payment on
account of claims of general creditors, other than:
- obligations on account of senior debt; and
33
- obligations on account of the securities and indebtedness for money
borrowed ranking PARI PASSU with or junior to the securities;
provided, however, that if the Board of Governors of the Federal Reserve System
(or other Federal banking supervisor that shall at the time of determination be
our primary Federal banking supervisor) shall promulgate any rule or issue any
interpretation defining or describing the term "general creditor" or "general
creditors" or "senior indebtedness" for purposes of its criteria for the
inclusion of subordinated debt of a bank holding company in capital, or
otherwise defining or describing the obligations to which subordinated debt of a
bank holding company must be subordinated to be included in capital, to include
any obligations not included in the definition of "senior debt," the term
"general obligations" shall mean such obligations as defined or described in the
first such rule or interpretation, other than obligations described in bullet
points above.
"Termination event" means the promulgation of any rule or regulation or the
issuance of any interpretation of the Board of Governors of the Federal Reserve
System (or other Federal banking supervisor that shall at the time of
determination be our primary Federal banking supervisor) that:
- defines or describes the terms "general creditor" or "general creditors"
or "senior indebtedness" for purposes of its criteria for the inclusion of
subordinated debt of a bank holding company in capital, or otherwise
defines or describes the obligations to which subordinated debt of a bank
holding company must be subordinated for the debt to be included in
capital, to include no obligations other than those covered by the
definition of "senior debt" without regard to any of our other
obligations;
- permits us to include the securities in our capital if they were
subordinated in right of payment to the senior debt without regard to any
of our other obligations;
- otherwise eliminates the requirement that subordinated debt of a bank
holding company and its subsidiaries must be subordinated in right of
payment to the claims of its general creditors in order to be included in
capital; or
- causes the securities to be excluded from capital notwithstanding the
provisions of the indenture,
or any event that results in our not being subject to capital requirements under
the rules, regulations or interpretations of the Board of Governors of the
Federal Reserve System (or other Federal banking supervisor).
MODIFICATION AND WAIVER
Certain limited modifications of the indenture may be made without the
necessity of obtaining the consent of the holders of the securities. Other
modifications and amendments of the indenture may be made with the consent of
the holders of 66 2/3% in principal amount of the outstanding securities.
However, a modification or amendment requires the consent of the holder of each
outstanding security affected if it would:
- change the stated maturity of the principal or interest of a security;
- reduce the principal amounts of, any premium or interest on, any security;
- change the place or currency of payment on a security;
- impair the right to institute suit for the enforcement of any payment on
any security;
- reduce the percentage of holders whose consent is needed to modify or
amend the indenture;
34
- reduce the percentage of holders whose consent is needed to waive
compliance with certain provisions of the indenture or to waive certain
defaults;
- modify the provisions with respect to subordination of the securities in a
manner adverse to the holders of the securities; or
- modify the provisions dealing with modification and waiver of the
indenture.
The holders of a majority in principal amount of the outstanding securities
must consent to waive our compliance with certain restrictive provisions of the
indenture. The holders of a majority in principal amount of the outstanding
securities may waive any past default, except a default in the payment of
principal or interest, and defaults in respect of a covenant or provision which
cannot be modified or amended without the consent of each holder of each
outstanding security affected.
The securities will not be considered outstanding if money for their payment
or redemption has been deposited or set aside in trust for the holders.
We will generally be entitled to set any day as a record date for the
purpose of determining the holders of outstanding securities that are entitled
to take any action under the indenture. In limited circumstances, the trustee
will be entitled to set a record date for action by holders. If a record date is
set for any action to be taken by holders, such action may be taken only by
persons who are holders of outstanding securities on the record date and must be
taken within 180 days following the record date or such other period as we may
specify (or as the trustee may specify, if it set the record date). This period
may be shortened or lengthened (but not beyond 180 days) from time to time.
NOTICES
We will give notice to holders of the securities by mail to the addresses of
the holders as they appear in the security register. Notices will be deemed to
have been given on the date of mailing.
REPLACEMENT OF SECURITIES
We will replace, at the expense of the holders, securities that become
mutilated, destroyed, stolen or lost upon delivery to the trustee of the
mutilated securities or evidence of the loss, theft or destruction thereof
satisfactory to us and the trustee. In the case of a lost, stolen or destroyed
security, indemnity satisfactory to the trustee and us may be required at the
expense of the holder of the security before a replacement security will be
issued.
THE TRUSTEE
The trustee for the holders of both the old securities issued and the new
securities to be issued under the indenture is J.P. Morgan Trust Company,
National Association. If an event of default shall occur, and shall not be
cured, the trustee will be required to use the degree of care of a prudent
person in the conduct of his or her own affairs in the exercise of its powers.
Subject to these provisions, the trustee will be under no obligation to exercise
any of its rights or powers under the indenture at the request of any holders of
securities, unless they shall have offered to the trustee reasonable security or
indemnity.
35
DESCRIPTION OF OLD SECURITIES
The terms of the old securities are identical in all material respects to
the new securities, except that (1) the old securities have not been registered
under the Securities Act, are subject to certain restrictions on transfer and
are entitled to certain rights under the registration rights agreement (which
rights will terminate upon consummation of the exchange offer, except under
limited circumstances); and (2) the new securities will not provide for any
increase in the interest rate thereon as a result of our failure to fulfill
certain registration obligations. The old securities provide that, in the event
that the exchange offer is not consummated within 45 days after the date of
effectiveness of the registration statement in which this prospectus is
included, or, in certain limited circumstances, in the event a shelf
registration statement (the "shelf registration statement") with respect to the
resale of the old securities is not declared effective within 150 days from the
date on which the obligation to file such shelf registration statement arises,
then special interest will accrue (in addition to the interest rate on the old
securities) for the period from the occurrence of such event until the earlier
of such time as the exchange offer is consummated or any required shelf
registration statement is effective. During the time that the special interest
is accruing continuously, the rate of such special interest shall be 0.25% per
annum during the first 90-day period and shall increase by 0.25% per annum for
each subsequent 90-day period, but in no event shall such rate exceed 1.0% per
annum. The new securities are not, and upon consummation of the exchange offer
the old securities will not be, entitled to any such special interest.
Accordingly, holders of old securities should review the information set forth
under "Risk Factors" and "Description of New Securities."
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The exchange of an old security for a new security should not be a taxable
event for United States federal income tax purposes. Accordingly, a holder
should not recognize gain or loss for United States federal income tax purposes
on an exchange of an old security for a new security and such holder's holding
period for a new security will include the holding period for the old security
so exchanged.
PLAN OF DISTRIBUTION
Each broker-dealer that receives new securities for its own account in
connection with the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. This
prospectus, as it may be amended or supplemented from time to time, may be used
by such broker-dealers during the period referred to below in connection with
resales of new securities received in exchange for old securities if such old
securities were acquired by such broker-dealers for their own accounts as a
result of marketing-making activities or other trading activities. We have
agreed that this prospectus, as it may be amended or supplemented from time to
time, may be used by such broker-dealers in connection with resales of such new
securities for a period ending 180 days after the expiration date of the
exchange offer, or, if earlier, when all such new securities have been disposed
of by such broker-dealers.
We will not receive any proceeds from the issuance of new securities in the
exchange offer or from any sale of new securities by broker-dealers. New
securities received by broker-dealers for their own accounts may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the new securities or
a combination of such methods of resale, at market prices prevailing at the time
of resale at prices related to such prevailing market prices or at negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
securities. Any broker-dealer that resells new securities that were
36
received by it for its own account in connection with the exchange offer and any
broker or dealer that participates in a distribution of such new securities may
be deemed to be an "underwriter" within the meaning of the Securities Act, and
any profit on any such resale of new securities may be deemed to be underwriting
compensation under the Securities Act. The letter of transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
Zions Investment Securities, Inc. was an initial purchaser in connection
with the offering of the old securities. Zions Investment Securities, Inc. is a
wholly-owned subsidiary of ZFNB, our wholly-owned banking subsidiary.
VALIDITY OF NEW SECURITIES
The validity of the new securities offered hereby will be passed upon for us
by Sullivan & Cromwell, Los Angeles, California and certain matters of Utah law
relating to the validity of the new securities will be passed upon for us by
Callister, Nebeker & McCullough, a Professional Corporation, Salt Lake City,
Utah.
EXPERTS
The consolidated financial statements of Zions Bancorporation and
subsidiaries appearing in Zions Bancorporation's Annual Report on Form 10-K for
the year ended December 31, 2000, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The consolidated balance sheet as of December 31, 1999, and the related
consolidated statements of income, cash flows and changes in shareholders'
equity and comprehensive income for each of the years in the two-year period
then ended, of Zions Bancorporation and subsidiaries appearing in Zions
Bancorporation's Annual Report on Form 10-K for the year ended December 31, 2000
have been audited by KPMG LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated balance sheet and related statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
37
ZIONS BANCORPORATION
All tendered old securities, executed letters of transmittal and other
related documents should be directed to the exchange agent at the numbers and
address below.
The exchange agent for the exchange offer is:
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
BY FACSIMILE:
(214) 468-6494
Attention: Frank Ivins
CONFIRM BY TELEPHONE:
(415) 954-2367
BY REGISTERED OR CERTIFIED MAIL, BY HAND OR BY OVERNIGHT COURIER:
J.P. Morgan Trust Company,
National Association
c/o J.P. Morgan Corporate Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75202
Attention: Frank Ivins (Personal and Confidential)
Requests for assistance and for additional copies of the prospectus, the
letter of transmittal and other related documents should be directed to the
exchange agent at the numbers and address below.
BY FACSIMILE:
(415) 954-2371
Attention: JAMES NAGY
BY TELEPHONE:
(415) 954-2367
BY MAIL:
J.P. Morgan Trust Company,
National Association
101 California Street
Suite 3800
San Francisco, California 94111
Attention: James Nagy
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Utah Revised Business Corporation Act provides for indemnification of
directors and officers as follows:
SECTION 16-10A-902 AUTHORITY TO INDEMNIFY DIRECTORS. (1) Except as provided
in Subsection (4), a corporation may indemnify an individual made a party to a
proceeding because he is or was a director, against liability incurred in the
proceeding if: (a) his conduct was in good faith; and (b) he reasonably believed
that his conduct was in, or not opposed to, the corporation's best interests;
and (c) in the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. (2) A director's conduct with respect to any
employee benefit plan for a purpose he reasonably believed to be in or not
opposed to the interests of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of Subsection (1)(b). (3) The termination
of a proceeding by judgment, order, settlement, conviction, or upon a plea of
NOLO CONTENDERE or its equivalent is not, of itself, determinative that the
director did not meet the standard of conduct described in this section. (4) A
corporation may not indemnify a director under this section: (a) in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation; or (b) in connection with any other
proceeding charging that the director derived an improper personal benefit,
whether or not involving action in his official capacity, in which proceeding he
was adjudged liable on the basis that he derived an improper personal benefit.
(5) Indemnification permitted under this section in connection with a proceeding
by or in the right of the corporation is limited to reasonable expenses incurred
in connection with the proceeding.
SECTION 16-10A-903 MANDATORY INDEMNIFICATION OF DIRECTORS. Unless limited
by its articles of incorporation, a corporation shall indemnify a director who
was successful, on the merits or otherwise, in the defense of any proceeding, or
in the defense of any claim, issue, or matter in the proceeding, to which he was
a party because he is or was a director of the corporation, against reasonable
expenses incurred by him in connection with the proceeding or claim with respect
to which he has been successful.
SECTION 16-10A-907 INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND
AGENTS. Unless a corporation's articles of incorporation provide otherwise:
(1) an officer of the corporation is entitled to mandatory indemnification under
Section 16-10a-903, and is entitled to apply for court-ordered indemnification
under Section 16-10a-905, in each case to the same extent as a director;
(2) the corporation may indemnify and advance expenses to an officer, employee,
fiduciary, or agent of the corporation to the same extent as to a director; and
(3) a corporation may also indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater extent, if not
inconsistent with public policy, and if provided for by its articles of
incorporation, bylaws, general or specific action of its board of directors, or
contract.
SECTION 16-10A-908 INSURANCE. A corporation may purchase and maintain
liability insurance on behalf of person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while serving as a
director, officer, employee, fiduciary, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of another foreign or domestic
corporation or other person, or of an employee benefit plan, against liability
asserted against or incurred by him in that capacity or arising from his status
as a director, officer, employee, fiduciary, or agent, whether or not the
corporation would have power to indemnify him against the same liability under
Sections 16-10a-902, 16- 10a-903, or 16-10a-907. Insurance may be procured from
any insurance company designated by the board of directors, whether the
insurance company is formed under
II-1
the laws of this state or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the corporation has an
equity or any other interest through stock ownership or otherwise.
SECTION 16-10A-909 LIMITATIONS ON INDEMNIFICATION OF DIRECTORS. (1) A
provision treating a corporation's indemnification of, or advance for expenses
to, directors that is contained in its articles of incorporation or bylaws, in a
resolution of its shareholders or board of directors, or in a contract (except
an insurance policy) or otherwise, is valid only if and to the extent the
provision is not inconsistent with this part. If the articles of incorporation
limit indemnification or advance of expenses, indemnification and advance of
expenses are valid only to the extent not inconsistent with the articles of
incorporation. (2) This part does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with the director's
appearance as a witness in a proceeding at a time when the director has not been
made a named defendant or respondent to the proceeding.
Article XVIII of Zions Bancorporation's Restated Articles of Incorporation
provides as follows:
No director of the corporation shall be personally liable to the corporation
or its shareholders for monetary damages for any breach of fiduciary duty by
such director as a director, except for liability (1) for any breach of the
director's duty of loyalty to the corporation or its shareholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law; or (3) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of this
paragraph by the shareholders of the corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability of a
director of the corporation for acts or omissions occurring prior to the
effective date of such repeal or modification.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See Exhibit Index on page II-6.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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.
II-2
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, 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.
(d) The undersigned registrant hereby undertakes 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Zions
Bancorporation has duly caused this registration statement (No. 333-73594) to be
signed on its behalf by the undersigned, thereunto duly authorized, in Salt Lake
City, State of Utah, on December 19, 2001.
ZIONS BANCORPORATION
By: /s/ DOYLE L. ARNOLD
-----------------------------------------
Doyle L. Arnold
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement (No. 333-73594) has been signed by the following persons
in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
--------- -------- ----
* President, Chief Executive December 19, 2001
------------------------------------ Officer and Director
Harris H. Simmons
/s/ DOYLE L. ARNOLD Executive Vice President and December 19, 2001
------------------------------------ Chief Financial Officer
Doyle L. Arnold
* Senior Vice President and December 19, 2001
------------------------------------ Controller
Nolan X. Bellon
* Chairman and Director December 19, 2001
------------------------------------
Roy W. Simmons
* Director December 19, 2001
------------------------------------
Jerry C. Atkin
Director
------------------------------------
Grant R. Caldwell
* Director December 19, 2001
------------------------------------
R.D. Cash
II-4
SIGNATURE CAPACITY DATE
--------- -------- ----
* Director December 19, 2001
------------------------------------
Richard H. Madsen
* Director December 19, 2001
------------------------------------
Roger B. Porter
* Director December 19, 2001
------------------------------------
L.E. Simmons
* Director December 19, 2001
------------------------------------
Shelley Thomas
* Director December 19, 2001
------------------------------------
I.J. Wagner
*By: /s/ W. DAVID HEMINGWAY
-------------------------------
W. David Hemingway,
AS ATTORNEY-IN-FACT
II-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
--------------------- ------------------------------------------------------------
3.1 Restated Articles of Incorporation of Zions Bancorporation,
dated November 8, 1993, incorporated by reference to Exhibit
3.1 of Form S-4 filed on November 22, 1993.
3.2 Articles of Amendment to Restated Articles of Incorporation
of Zions Bancorporation, dated April 30, 1997, incorporated
by reference to Exhibit 3.1 of Form 10-Q for the quarter
ended June 30, 1997.
3.3 Articles of Amendment to Restated Articles of Incorporation
of Zions Bancorporation, dated April 24, 1998, incorporated
by reference to Exhibit 3 of Form 10-Q for the quarter ended
June 30, 1998.
3.4 Articles of Amendment to Restated Articles of Incorporation
of Zions Bancorporation, dated April 25, 2001, incorporated
by reference to Exhibit 3.6 of Form S-4 filed on July 13,
2001.
3.5 Restated Bylaws of Zions Bancorporation, dated January 19,
2001, incorporated by reference to Exhibit 3.4 of Form S-4
filed on February 5, 2001.
4.1* Indenture, dated as of October 25, 2001, by and between
Zions Bancorporation and Chase Manhattan Bank and Trust
Company, National Association.
4.2* Exchange and Registration Rights Agreement, dated as of
October 25, 2001, by and among Zions Bancorporation and
Goldman, Sachs & Co., Zions Investment Securities, Inc. and
Keefe, Bruyette & Woods, Inc.
5.1 Opinion of Sullivan & Cromwell as to the legality of the
securities being registered.
5.2 Opinion of Callister, Nebeker & McCullough, a Professional
Corporation, as to the legality of the securities being
registered.
12 Computation of Consolidated Ratios of Earnings to Fixed
Charges (included on page 16 of the prospectus which forms
part of this registration statement).
23.1 Consent of Ernst & Young LLP, independent auditors for Zions
Bancorporation.
23.2 Consent of KPMG LLP, former independent auditors for Zions
Bancorporation.
23.3 Consent of Sullivan & Cromwell (included in Exhibit 5.1).
23.4 Consent of Callister, Nebeker & McCullough, a Professional
Corporation (included in Exhibit 5.2).
24* Powers of Attorney.
25* Form T-1 Statement of Eligibility of Chase Manhattan Bank
and Trust Company, National Association, to act as trustee
under the indenture.
99.1 Letter of transmittal.
99.2 Notice of guaranteed delivery.
99.3 Letter to brokers, dealers, commercial banks, issuer
companies and other nominees.
99.4 Letter from brokers, dealers, commercial banks, issuer
companies and other nominees to their clients.
------------------------
* Previously filed.
II-6