As filed with the Securities and Exchange Commission on December __, 2002
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)
Utah 6712 87-0227400
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
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One South Main, Suite 1134
Salt Lake City, Utah 84111
(801) 524-4787
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
----------------------
Harris H. Simmons
Chairman, President and Chief Executive Officer
Zions Bancorporation
One South Main, Suite 1134
Salt Lake City, Utah 84111
(801) 524-4787
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
-----------------------
Copies to:
Brian D. Alprin, Esq.
Laurence S. Lese, Esq.
Duane Morris LLP
1667 K Street, N.W., Suite 700
Washington, D.C. 20006-1608
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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Maximum Maximum Aggregate Amount of
Securities to be Registered (1) Offering Price Per Offering Price (4) Registration Fee
Registered Unit
Common Stock, no par 79,693 (2) $40.62 (3) $3,237,129.60 $298
value per share
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(1) As permitted by Rule 416, this registration statement also relates to
such additional number of shares of the Registrant's common stock as
may be issuable as a result of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) Represents the maximum number of shares of Zions common stock, no par
value per share, that may be offered and sold by the selling
shareholders. See "Selling Shareholders" in the prospectus portion of
this registration statement.
(3) The average of the high and low prices reported on the Nasdaq National
Market on December 3, 2002 (a date within five business days prior to
filing the registration statement).
(4) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based upon the average of the high and
low prices reported on the Nasdaq National Market on December 3, 2002
(a date within five business days prior to filing the registration
statement).
----------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
PROSPECTUS
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ZIONS BANCORPORATION
79,693 Shares
Common Stock
----------------------------
This prospectus is part of a registration statement of Zions
Bancorporation ("Zions," "we," "us" or "our") filed with the Securities and
Exchange Commission in connection with a private placement by Zions of 79,693
shares of its common stock in October 2002, upon the completion of the merger of
Chatting Anchors Merger Company, a wholly-owned subsidiary of Zions, and
Grant-Hatch & Associates, Inc. ("Grant-Hatch"). As part of the private
placement, we agreed to register for resale the shares of common stock that we
issued upon completion of the merger to the six former shareholders of
Grant-Hatch. See "Issuance of Zions Common Stock to the Selling Shareholders,"
beginning at page 4.
This prospectus will be used by the selling shareholders to sell up to
85,365 shares of our common stock. The selling shareholders may sell their
shares of common stock from time to time. See "Selling Shareholders," beginning
at page 5.
For information on the methods of sale of the common stock, you should
refer to the section entitled "Plan of Distribution," beginning at page 6. Zions
will not receive any portion of the proceeds from the sale by the selling
shareholders of their common stock.
You should read this prospectus and any prospectus supplement carefully
and in its entirety before you invest in shares of our common stock.
Our common stock is listed on the Nasdaq National Market under the
symbol "ZION." On December 3, 2002, the closing sales price for our common
stock on the Nasdaq National Market was $41.00.
-------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The shares of Zions common stock offered by this prospectus are not
savings accounts, deposits or other obligations of any bank or non-bank
subsidiary of any of the parties. Neither the FDIC nor any other governmental
agency insures or guarantees any loss to you of your investment value in the
Zions common stock.
------------------------
The date of this prospectus is December ___, 2002.
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TABLE OF CONTENTS
Page
ZIONS BANCORPORATION.........................................................3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS....................3
USE OF PROCEEDS..............................................................4
ISSUANCE OF ZIONS COMMON STOCK TO THE SELLING SHAREHOLDERS...................4
INCOME TAX CONSIDERATIONS....................................................5
SELLING SHAREHOLDERS.........................................................5
PLAN OF DISTRIBUTION.........................................................6
DESCRIPTION OF ZIONS CAPITAL STOCK...........................................7
LEGAL MATTERS................................................................9
EXPERTS......................................................................9
WHERE YOU CAN FIND MORE INFORMATION..........................................9
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE
ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU
SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT OFFER
TO SELL OR BUY ANY SHARES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL. THE
INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER.
2
ZIONS BANCORPORATION
Zions Bancorporation is a multi-bank holding company organized under
the laws of Utah in 1955, and registered as a bank holding company and a
financial holding company under the Bank Holding Company Act of 1956. Zions and
its subsidiaries own and operate six commercial banks with a total of 409
offices. Zions provides a full range of banking and related services through its
banking and other subsidiaries, primarily in Utah, Arizona, California,
Colorado, Idaho, Nevada and Washington. On September 30, 2002, Zions had total
consolidated assets of approximately $26.3 billion, consolidated loans (net of
unearned income and fees) of approximately $18.3 billion, total consolidated
deposits of approximately $19.5 billion, and shareholders' equity of
approximately $2.4 billion. Active full-time equivalent employees totaled 8,049
at September 30, 2002. Zions focuses on maintaining community-minded banking by
strengthening its core business lines of retail banking, small and medium-sized
business lending, residential mortgage and investment activities. The banks
provide a wide variety of commercial and retail banking and mortgage-lending
products and services. The banks provide commercial loans, lease financing, cash
management, lockbox, customized draft processing, and other special financial
services for business and other commercial banking customers. A wide range of
personal banking services are provided to individuals, including bank card,
student and other installment loans and home equity lines of credit, checking
accounts, savings accounts, time certificates of various types and maturities,
trust services, safe deposit facilities, direct deposit and 24 hour ATM access.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and documents incorporated by reference into this
prospectus contain forward-looking statements that are based upon our current
expectations, assumptions, estimates and projections about our business and our
industry, and involve known and unknown risks, uncertainties and other factors
that may cause our or our industry's results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied in or contemplated by
the forward-looking statements. We have used and incorporated by reference
"forward-looking statements" in this prospectus, including one or more of the
following:
o projections of revenues, income, earnings per share, capital
expenditures, dividends, capital structure or other financial
items;
o descriptions of plans or objectives of management for future
operations, products or services;
o forecasts of future economic performance; and
o descriptions of assumptions underlying or relating to any of
the foregoing.
Forward-looking statements can be identified by the fact that they do
not relate strictly to historical or current facts. They often include words
such as "will permit," "will afford," "believes," "expects," "may," "should,"
"projected," "contemplates," or "anticipates." These statements are within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 and are subject to risks and uncertainties that
could cause actual results of Zions to differ materially. We have used these
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statements to describe our expectations and estimates in various sections of
this prospectus.
Factors that might cause such differences include, but are not limited
to:
o the timing of closing proposed mergers being delayed;
o competitive pressures among financial institutions increasing
significantly; economic conditions, either nationally or
locally in areas in which we conduct our operations, being
less favorable than expected;
o the cost and effort required to integrate aspects of the
operations of companies that we may acquire in the future
being more difficult than expected;
o expected cost savings from proposed mergers not being fully
realized or realized within the expected time frame; and
o legislation or regulatory changes which adversely affect the
ability of Zions to conduct its current and future operations.
We disclaim any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
included in this prospectus to reflect future events or developments. Our actual
results could differ materially from those set forth in the forward-looking
statements because of many reasons, including the risk factors listed above.
This list may not be exhaustive.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by the
selling shareholders. All proceeds from the sale of the common stock under this
prospectus will be for the account of the selling shareholders. See "Selling
Shareholders" and "Plan of Distribution" below.
ISSUANCE OF ZIONS COMMON STOCK TO THE SELLING SHAREHOLDERS
On October 21, 2002, we completed our merger with Grant-Hatch. In the
merger, our wholly-owned subsidiary Chatting Anchors merged with and into
Grant-Hatch. Following the merger, Grant-Hatch was the surviving corporation and
became a wholly-owned subsidiary of Zions.
Upon completion of the merger, we issued a total of 79,693 shares of
our common stock to the six former shareholders of Grant-Hatch. We issued all of
those securities, which are the subject of this prospectus, under an exemption
from the registration requirements of the Securities Act of 1933. All of those
securities are restricted and, in general, are not freely tradable until we
register them with the SEC. In the Agreement and Plan of Reorganization which
governed the merger, we agreed that following the merger we would register on
behalf of the six shareholders of Grant-Hatch the shares of Zions common stock
that were issuable to them upon completion of the merger. This prospectus covers
the resale by the six former shareholders of Grant-Hatch as selling shareholders
of up to 79,693 shares of our common stock that they received in the merger.
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INCOME TAX CONSIDERATIONS
You should consult your own tax advisor about the income tax issues and
the consequences of holding and disposing of our common stock.
SELLING SHAREHOLDERS
The information provided in the table below with respect to each
selling shareholder has been obtained from the selling shareholder. The
following table sets forth information as of November 25, 2002, with respect to
the number of shares of our common stock owned by each of our shareholders
selling under this prospectus. None of the selling shareholders has had a
material relationship with us within the past three years, other than as a
result of the ownership of shares of our common stock or in the case of Norman
D. Squires, as an executive officer and director of our Grant-Hatch subsidiary
following the merger. We do not consider any of the selling shareholders an
affiliate of Zions.
The selling shareholders will act independently of us in making
decisions with respect to the timing, manner and size of the sale or sales of
common stock covered by this prospectus. We cannot estimate the number of shares
that each selling shareholder will hold after completion of this offering
because the selling shareholders may offer some or all of the shares owned by
them and further because we have no knowledge as to any agreements, arrangements
or understandings with respect to the sale of any of the shares. Our
registration of the shares of common stock held by the selling shareholders does
not necessarily mean that the selling shareholders will sell all or any of the
shares.
Name of Selling Shares of Zions Percentage of Number of Shares Shares of Zions Percentage of
Shareholder Common Stock Zions Common Registered for Common Stock Zions Common
Beneficially Stock Held Sale Hereby Beneficially Owned Stock Held after
Owned as of the before Sale of after the Sale of Sale of Common
Date Hereof Common Stock the Common Stock Stock (1)
(1)
Richard G. Taylor 28,161 * 26,711 1,450 *
Revocable Trust
Marilyn C. Taylor 26,709 * 26,709 0 0
Revocable Trust
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Norman D. Squires 12,744 * 12,744 0 0
Living Trust
Dorene H. Squires 12,744 * 12,744 0 0
Living Trust
Robert C. Cummings 693 * 693 0 0
Estate of Julian 92 * 92 0 0
C. Smith, Deceased
Totals 81,143 * 79,693 1,450 *
(1) Assumes the sale of all shares which are the subject of this
prospectus. We cannot predict whether the selling shareholders will sell all or
any of the shares.
* Represents less than 1/10th of one percent of the total number of
Zions shares issued and outstanding. On November 20, 2002, there were 90,802,265
shares of Zions common stock outstanding.
PLAN OF DISTRIBUTION
The selling shareholders may sell the 79,693 shares of common stock
covered by this prospectus from time to time. As used herein, "selling
shareholders" includes the selling shareholders named in the table above and
pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling shareholder as a gift, partnership distribution or
other non-sale-related transfer after the date of this prospectus. The selling
shareholders will act independently of us, and to the best of our knowledge
independently from each other, in making decisions with respect to the timing,
manner and size of each sale. The common stock may be sold by or for the account
of the selling shareholders in transactions on the Nasdaq National Market, the
over-the-counter market, or otherwise. The sales may be made at fixed prices, at
market prices prevailing at the time, or at privately negotiated prices. The
selling shareholders may sell the common stock by means of one or more of the
following methods:
o a block trade in which the broker-dealer so engaged will
attempt to sell the common stock as agent, but may position
and resell a portion of the block as a principal to facilitate
the transaction;
o purchases by brokers, dealers or underwriters as principal and
resale by those purchasers for their own accounts under this
prospectus;
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o ordinary brokerage transactions in which the broker solicits
purchasers;
o in connection with the loan or pledge of the common stock
registered hereunder to a broker-dealer, and the sale of the
common stock so loaned or the sale of the shares so pledged
upon a default;
o in connection with the writing of non-traded and
exchange-traded call options, in hedge transactions and in
settlement of other transactions in standardized or
over-the-counter options;
o in privately negotiated transactions; or
o in a combination of any of the above methods.
In effecting sales, brokers or dealers engaged by the selling
shareholder may arrange for other brokers or dealers to participate in the
resales. Brokers, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders or from the
purchasers, or from both. This compensation may exceed customary commissions.
The selling shareholders and any participating brokers, dealers or
agents may be deemed to be "underwriters" within the meaning of the Securities
Act in connection with their sales. In that event, any commission, discount or
concession these "underwriters" receive may be deemed to be underwriting
compensation. In addition, because selling shareholders may be deemed to be
"underwriters" within the meaning of Section 2(a)(11) of the Securities Act, the
selling shareholders will be subject to the prospectus delivery requirements of
the Securities Act of 1933. We will make copies of this prospectus available to
the selling shareholders and have informed them of the need for them to deliver
copies of this prospectus to purchasers on or prior to the date of sales of the
shares offered through this prospectus. In addition, any shares of a selling
shareholder covered by this prospectus which qualify for sale under Rule 144 of
the Securities Act may be sold under Rule 144 rather than by this prospectus.
We have agreed to bear all expenses of registration of the common stock
(other than fees and expenses, if any, of legal counsel or other advisors to the
selling shareholders). Any commissions, discounts, concessions or other fees, if
any, which are payable to brokers or dealers in connection with any sale of the
common stock will be borne by the selling shareholders selling those shares, and
not by us.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In addition, if
we are notified by a selling shareholder that a donee, distributee, pledgee, or
other transferee intends to sell more than 500 shares, we may file a supplement
to this prospectus naming the successor-in-interest.
DESCRIPTION OF ZIONS CAPITAL STOCK
Authorized Capital Stock
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The following statements are brief summaries of the material provisions
of Zions' preferred stock and common stock and are qualified in their entirety
by the provisions of Zions' articles of incorporation.
PREFERRED STOCK. The articles of incorporation of Zions authorize the issuance
of 3,000,000 shares of preferred stock with no par value per share. There are no
shares of Zions preferred stock outstanding. Zions' articles of incorporation
authorize the Zions board to provide, without further shareholder action, for
the issuance of one or more series of preferred stock. The Zions board has the
power to fix various terms with respect to each series, including voting powers,
designations, preferences and relative, participating, optional and or other
special rights, qualifications, limitations, restrictions and redemption,
conversion or exchangeability provisions. Holders of preferred stock have no
preemptive rights.
COMMON STOCK. Zions is authorized to issue 350,000,000 shares of common stock
with no par value per share. There are approximately 90,802,265 shares of common
stock of Zions outstanding at November 20, 2002. The holders of common stock of
Zions are entitled to voting rights for the election of directors and for other
purposes, subject to voting rights which may in the future be granted to
subsequently created series of preferred stock. Shares of Zions common stock do
not have cumulative voting rights. Holders of Zions common stock are entitled to
receive dividends when and if declared by the Zions board out of any funds
legally available therefor, and are entitled upon liquidation, after claims of
creditors and preferences of any series of preferred stock hereafter authorized,
to receive pro rata the net assets of Zions. Holders of Zions common stock have
no preemptive or conversion rights.
SHAREHOLDER RIGHTS PLAN. As of September 27, 1996, Zions adopted a Shareholder
Protection Rights Agreement (the "Rights Plan"). In connection with that plan,
the Zions board (1) declared a dividend of one right for each share of common
stock held of record as of the close of business on October 11, 1996 and (2)
authorized the issuance of one right to attach to each share of common stock
issued after October 11, 1996, and prior to the occurrence of certain events
described in the Rights Plan. The rights are attached to all common stock
certificates that were outstanding on October 25, 1996, or have been issued
since that date, and no separate rights certificates have been or will be
distributed until the occurrence of certain events described in the Rights Plan.
Until such separation, no right may be exercised or traded separately from the
common stock certificate to which it is attached. Following separation, the
rights may, depending upon the occurrence of certain events described in the
Rights Plan, entitle the holders thereof to either purchase or receive
additional shares of common stock. The rights will expire at the close of
business on October 11, 2006, unless earlier redeemed by Zions in accordance
with the terms of the Rights Plan.
The shareholder rights will cause substantial dilution to a person or
group that attempts to acquire Zions on terms not approved by the Zions board,
except by means of an offer conditioned on a substantial number of rights being
acquired. The rights should not interfere with any merger or other business
combination approved by the Zions board, as the rights may be redeemed by Zions
prior to the time that a person or group has acquired beneficial ownership of
10% or more of the shares of Zions common stock.
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The Rights Plan is designed to protect the interests of Zions'
shareholders in the event of an unsolicited attempt to acquire Zions, including
a gradual accumulation of shares in the open market. Zions believes the plan
provides protection against a partial or two-tier tender offer that does not
treat all shareholders equally and against other coercive takeover tactics which
could impair the Zions board's ability to represent Zions' shareholders fully.
Management believes that the rights should also deter any attempt by a
controlling shareholder to take advantage of Zions through self-dealing
transactions. The Rights Plan is not intended to prevent a takeover of Zions.
Issuing the rights has no dilutive effect, does not affect reported earnings per
share and does not change the way in which Zions shares are traded. However, the
exercise of rights by some but not all of Zions' shareholders would have a
dilutive effect on non-exercising shareholders. Moreover, some may argue that
the Rights Plan has the potential for "entrenching" current management by
allowing current voting shareholders to increase their voting shares, thus
making a tender offer more difficult and costly.
REGISTRAR AND TRANSFER AGENT
Zions' registrar and transfer agent is Zions First National Bank, Salt
Lake City, Utah.
LEGAL MATTERS
Certain legal matters with respect to the legality of the issuance of
the common stock offered in this prospectus have been passed upon for us by
Duane Morris LLP, Washington, D.C.
EXPERTS
The consolidated financial statements for the years ended December 31,
2001 and 2000, of Zions Bancorporation incorporated by reference in the Zions
Bancorporation Annual Report (Form 10-K) for the year ended December 31, 2001,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon incorporated by reference 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 statements of income, changes in shareholders' equity
and comprehensive income, and cash flows for the year ended December 31, 1999 of
Zions Bancorporation and subsidiaries have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG LLP,
independent accountants, appearing in Zions Bancorporation's Annual Report on
Form 10-K for the year ended December 31, 2001, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information that we file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Our SEC filings are also
9
available to the public from commercial document retrieval services. The SEC
maintains an Internet site that contains reports, proxy statements and other
information that we file electronically with the SEC. You may read and copy
these materials at the web site maintained by the SEC at http://www.sec.gov. In
addition, you may read and copy Zions' SEC filings at the Nasdaq National
Market, 1735 K Street, N.W., Washington, D.C. 20006-1500. Our Internet address
is www.zionsbancorporation.com.
We have filed a registration statement on SEC Form S-3 to register with
the SEC the shares of our common stock to be offered and sold by the selling
shareholders. This prospectus is a part of that registration statement. As
allowed by SEC rules, this prospectus does not contain all the information you
can find in the registration statement or the exhibits to the registration
statement.
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document that we have filed separately with the SEC.
The information incorporated by reference is deemed to be part of this
prospectus, except for any information superseded by information in this
prospectus. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the SEC. The following documents which
we incorporate by reference into this prospectus contain important information
about us, our finances and our common stock:
o Our Annual Report on Form 10-K for the year ended December 31,
2001;
o Our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002 and September 30, 2002;
o Our Current Reports on Form 8-K, filed with the SEC on April
23, 2002, July 23, 2002, August 6, 2002, August 15, 2002,
August 21, 2002, September 11, 2002, October 4, 2002, October
21, 2002 and November 14, 2002;
o The description of our common stock and rights set forth in
our registration statement on Form 10 and Form 8-A filed
pursuant to Section 12 of the Exchange Act, including any
amendment or report filed with the SEC for the purpose of
updating such descriptions; and
o The description of our common stock as set forth above under
the caption "Description of Zions Capital Stock."
We incorporate by reference additional documents that we file with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between
the date of this prospectus and prior to termination of the offering.
If you are a shareholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through us or the SEC.
You can obtain documents incorporated by reference from us without charge,
excluding all exhibits unless we have specifically incorporated by reference an
exhibit into this prospectus. Shareholders may obtain documents incorporated by
reference in this prospectus by requesting them in writing or by telephone from
us at the following address:
10
Zions Bancorporation
One South Main, Suite 1134
Salt Lake City, Utah 84111
Attention: Ms. Jennifer R. Jolley
Assistant Secretary
Tel: (801) 524-4787
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROSPECTUS.
THIS PROSPECTUS IS DATED DECEMBER ___, 2002. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THAT DATE, AND THE DELIVERY OF THIS PROSPECTUS SHALL NOT CREATE ANY IMPLICATION
TO THE CONTRARY.
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You should rely only on the
information contained or
incorporated by reference in this 79,693 Shares
prospectus. We have not authorized
anyone to provide you with
information that is different from
what is contained in this ZIONS BANCORPORATION
prospectus. This prospectus is
dated December ___, 2002. You
should not assume that the
information contained in this Common Stock
prospectus is accurate as of any
date other than that date, and the
delivery of this prospectus shall
not create any implication to the _________________________
contrary.
PROSPECTUS
We have not authorized any dealer,
salesperson or other person to give
any information or represent _________________________
anything not contained in this
prospectus. This prospectus does
not offer to sell or buy any
securities in any jurisdiction where
it is unlawful. The information in
this prospectus is current as of December ___, 2002
December ___, 2002.
_________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by Zions
in connection with the sale and distribution of the common stock being
registered. Selling commissions, brokerage fees and any applicable transfer
taxes and fees and disbursements of counsel for the selling shareholders are
payable by the selling shareholders. All amounts are estimated except the
Securities and Exchange Commission registration fee and the Nasdaq National
Market listing fee.
SEC registration fee $ 298
Nasdaq listing fee 2,000
Accounting fees and expenses 23,000
Legal fees and expenses 12,500
Miscellaneous fees and expenses 202
Total $40,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 16-10a-901 et seq. of the Utah Business Corporation Act
authorizes indemnification of directors and officers of a Utah corporation under
certain circumstances against expenses, judgments, and the like in connection
with an action, suit or proceeding.
Article VI of Zions Bancorporation's bylaws, which we incorporate by
reference to Exhibit 3 of Zions Bancorporation's Form 10-Q Quarterly Report for
the quarter ended September 30, 1998, SEC File No. 0-2610, provides, in part, as
follows:
Section 6.01 Indemnification of Directors.
(a) Permitted Indemnification. Pursuant to Section 16-10a-902 of the
[Utah Business Corporation] Act, unless otherwise provided in the Articles of
Incorporation as permitted by Section 16-10a-909 of the Act, the Corporation may
indemnify any individual, made a party to a proceeding because such individual
is or was a director of the Corporation, against liability incurred in the
proceeding if the Corporation has authorized the payment in accordance with
Section 16-10a-906 of the Act and a determination has been made in accordance
with the procedures set forth in Section 16-10a-906(2) of the Act that the
director has met the applicable standards of conduct as set forth below and in
Section 16-10a-902 of the Act:
(i) the individual's conduct was in good faith;
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(ii) the individual reasonably believed that his or her
conduct was in, or not opposed to, the Corporation's best interests; and
(iii) in the case of any criminal proceeding, the individual
had no cause to believe his or her conduct was unlawful.
Section 6.03 Indemnification of Officers, Employees, Fiduciaries, and
Agents. Unless otherwise provided in the Articles of Incorporation, and pursuant
to Section 16-10a-907 of the Act:
(i) an officer of the Corporation is entitled to mandatory
indemnification under Section 16-10a-903 of the Act, and is entitled to apply
for court-ordered indemnification under Section 16-10a-905 of the Act, in each
case to the same extent as a director;
(ii) the Corporation may indemnify and advance expenses to an
officer, employee, fiduciary, or agent of the Corporation to the same extent as
a director; and
(iii) the 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 the
Articles of Incorporation, these Bylaws, action of the Board of Directors, or
contract.
Section 6.06 Other Rights and Remedies. The rights to indemnification
and advancement of expenses provided in this Article shall be in addition to any
other rights which a party may have or hereafter acquire under any applicable
law, contract, order, or otherwise.
Article XVIII of Zions Bancorporation's 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 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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, SEC File No. 0-2610.
3.2 Articles of Amendment to the 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, SEC File
No. 0-2610.
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3.3 Articles of Amendment to the 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, SEC File
No. 0-2610.
3.4 Restated Bylaws of Zions Bancorporation, dated September 18, 1998,
incorporated by reference to Exhibit 3 of Form 10-Q for the quarter
ended September 30, 1998, SEC File No. 0-2610.
4 Shareholder Protection Rights Agreement, dated September 27, 1996, of
Zions Bancorporation, incorporated by reference to Exhibit 1 of Form
8-K filed October 12, 1996, SEC File No. 0-2610.
5 Opinion of Duane Morris LLP regarding the legality of the shares of
Common Stock being registered (filed herewith).
23.1 Consent of Ernst & Young LLP, independent auditors for Zions
Bancorporation (filed herewith).
23.2 Consent of KPMG LLP, independent auditors for Zions Bancorporation
(filed herewith).
23.3 Consent of Duane Morris LLP (contained in their opinion filed as
Exhibit 5).
24.1 Power of Attorney (included below on the Signature Page).
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have 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 us of expenses incurred or paid by a
director, officer or controlling person of ours 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, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
We hereby undertake:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
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(i) to include any prospectus required by Section 10(a)(3) of the Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement; provided,
however, that paragraphs (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by us pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act which is incorporated by reference in this 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, we certify
that we have reasonable grounds to believe that we meet all of the requirements
for filing on Form S-3, and have duly caused this registration statement to be
signed on our behalf by the undersigned, thereunto duly authorized, in the City
of Salt Lake City, State of Utah, on December 3, 2002.
ZIONS BANCORPORATION
By: /s/ Harris H. Simmons
---------------------
Harris H. Simmons, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harris H. Simmons and Doyle L. Arnold,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
either of them, or their or his substitutes, may lawfully do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
Chairman, President,
/s/ Harris H. Simmons Chief Executive Officer and
--------------------------- Director (Principal Executive
Harris H. Simmons Officer) December 3, 2002
Secretary, Executive Vice
/s/ Doyle L. Arnold President and Chief Financial
--------------------------- Officer (Principal Financial
Doyle L. Arnold Officer) December 3, 2002
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/s/ Nolan Bellon
--------------------------- Controller (Principal
Nolan Bellon Accounting Officer) December 3, 2002
/s/ Jerry C. Atkin
---------------------------
Jerry C. Atkin Director December 3, 2002
/s/ Stephen D. Quinn
---------------------------
Stephen D. Quinn Director December 3, 2002
/s/ L. E. Simmons
---------------------------
L. E. Simmons Director December 3, 2002
/s/ R. D. Cash
---------------------------
R. D. Cash Director December 3, 2002
/s/ Shelley Thomas Williams
---------------------------
Shelley Thomas Williams Director December 3, 2002
/s/ Richard H. Madsen
---------------------------
Richard H. Madsen Director December 3, 2002
/s/ I. J. Wagner
---------------------------
I. J. Wagner Director December 3, 2002
/s/ Roger B. Porter
---------------------------
Roger B. Porter Director December 3, 2002
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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, SEC File No. 0-2610.
3.2 Articles of Amendment to the 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, SEC File
No. 0-2610.
3.3 Articles of Amendment to the 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, SEC File
No. 0-2610.
3.4 Restated Bylaws of Zions Bancorporation, dated September 18, 1998,
incorporated by reference to Exhibit 3 of Form 10-Q for the quarter
ended September 30, 1998, SEC File No. 0-2610.
4 Shareholder Protection Rights Agreement, dated September 27, 1996, of
Zions Bancorporation, incorporated by reference to Exhibit 1 of Form
8-K filed October 12, 1996, SEC File No. 0-2610.
5 Opinion of Duane Morris LLP regarding the legality of the shares of
Common Stock being registered (filed herewith).
23.1 Consent of Ernst & Young LLP, independent auditors for Zions
Bancorporation (filed herewith).
23.2 Consent of KPMG LLP, independent auditors for Zions Bancorporation
(filed herewith).
23.3 Consent of Duane Morris LLP (contained in their opinion filed as
Exhibit 5).
24.1 Power of Attorney (included above on the Signature Page).
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