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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
COMMISSION FILE NUMBER 0-2610
ZIONS BANCORPORATION
(Exact name of Registrant as specified in its charter)
UTAH 87-0227400
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE SOUTH MAIN, SUITE 1380
SALT LAKE CITY, UTAH 84111
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 524-4787
Securities registered pursuant to Section 12(b) of the act: None
Securities registered pursuant to Section 12(g) of the act:
Common Stock - without par value
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _____
Aggregate Market Value of Common Stock Held by Nonaffiliates at
February 28, 2001 ...............................................$4,770,639,000
Number of Common Shares Outstanding at February 28, 2001......88,567,900 Shares
DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF 2000 ANNUAL REPORT TO SHAREHOLDERS - INCORPORATED INTO PARTS I, II
AND IV
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 20, 2001
- INCORPORATED INTO PARTS I, II AND III
FORM 10-K CROSS-REFERENCE INDEX
Page
-----------------------------------------------
Form Annual Proxy
10-K Report (1) Statement (2)
------ ------------------- -------------
PART I
Item 1. Business
Description of Business .............................. 2-8 3-87 --
Statistical Disclosure:
Distribution of Assets,
Liabilities and Stockholder's Equity;
Interest Rates and Interest Differential ........... -- 39, 42-44 --
Investment Portfolio ................................ -- 47-48, 62-63, 68-69 --
Loan Portfolio ...................................... -- 49-52, 63-64, 69-70 --
Summary of Loan Loss Experience ..................... -- 53-54, 64, 69-70 --
Deposits ............................................ -- 42-43, 50, 70 --
Return on Equity and Assets ......................... -- *, 37, 40-41 --
Short-Term Borrowings ............................... -- 71 --
Item 2. Properties ............................................ 8 -- --
Item 3. Legal Proceedings ..................................... -- 73 --
Item 4. Submission of Matters to a Vote of Security-
Holders (in fourth quarter 2000) (3) ................. -- -- --
Executive Officers of the Registrant .................. -- -- 6-7
PART II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters .......................... 8-9 *, 77 --
Item 6. Selected Financial Data ............................... -- *, 57 --
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations ........ -- 37-57 --
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk .......................................... -- 55-56 --
Item 8. Financial Statements and Supplementary Data ........... -- 58-87 --
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ............... -- -- 23
PART III
Item 10. Directors and Executive Officers of the
Registrant ........................................... -- -- 2-3, 6-7
Item 11. Executive Compensation ................................ -- -- 4, 10-14
Item 12. Security Ownership of Certain Beneficial
Owners and Management ................................ -- -- 8-9
Item 13. Certain Relationships and Related Transactions ........ -- -- 20
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K .................................. 9-12 58-87 --
Signatures ..................................................... 13 -- --
- ----------------------------------------------------------------
(1) The 2000 Annual Report to Shareholders, portions of which are incorporated
by reference into this Form 10-K.
(2) The Proxy Statement dated March 19, 2001 for the Annual Meeting of
Shareholders, portions of which are incorporated by reference into this
Form 10-K.
(3) None.
* Financial Highlights - inside front cover of 2000 Annual Report to
Shareholders.
1
PART I
ITEM I. BUSINESS
DESCRIPTION OF BUSINESS
Zions Bancorporation is a financial holding company organized under the laws of
Utah in 1955, and registered under the Bank Holding Company Act of 1956, as
amended. Zions Bancorporation and Subsidiaries (the "Company") owns and operates
six commercial banks with a total of 374 offices. The Company provides a full
range of banking and related services through its banking and other
subsidiaries, primarily in Utah, Idaho, California, Nevada, Arizona, Colorado
and Washington. On December 31, 2000 the Company had total assets of
approximately $21.9 billion, loans of $14.4 billion, deposits of $15.1 billion
and shareholders' equity of $1.8 billion. Active full-time equivalent employees
totaled 6,915 at year-end 2000. For further information about the Company's
industry segments see Business Segment Results and Note 20 of the Notes to
Consolidated Financial Statements. All the Notes to the Financial Statements
referred to in this Form 10-K are included in the Company's 2000 Annual Report
to Shareholders incorporated by reference herein.
GROWTH
During 2000 the Company continued its pattern of expansion through the
acquisition of quality community banking franchises. In July 2000, the Company
acquired County Bank headquartered in Prescott, Arizona in a transaction
accounted for as a pooling of interests. County Bank, with assets of
approximately $247 million, was merged with and into the Company's National Bank
of Arizona subsidiary. The Company also announced the following acquisitions
during 2000 that are expected to close during 2001:
o In November 2000, the Company announced a definitive agreement to acquire
Draper Bancorp headquartered in Draper, Utah, and its banking subsidiary,
Draper Bank, in exchange for Company common stock. At December 31, 2000,
Draper Bancorporation had total assets of approximately $242 million. This
transaction was accounted for as a pooling of interests and closed in the
first quarter of 2001.
o In December 2000, the Company announced a definitive agreement to acquire
Eldorado Bancshares, Inc., headquartered in Laguna Hill, California, and
its banking subsidiaries, Eldorado Bank and Antelope Valley Bank. As of
December 31, 2000, Eldorado Bancshares, Inc. had total assets of
approximately $1.3 billion. The transaction will be accounted for as a
purchase and closed during the first quarter of 2001.
o In December 2000, the Company also announced a definitive agreement with
Pacific Century Financial Corporation to purchase nine Arizona branches.
The purchase will include approximately $225 million in loans,
approximately $400 million in deposits and branch facilities, and is
expected to close during the second quarter of 2001.
On June 6, 1999, the Company entered into a definitive Agreement and Plan of
Merger (the "Agreement") with First Security Corporation. First Security
Corporation's stockholders unilaterally approved an alternative structure for
the transaction at a meeting held on March 22, 2000. In a special meeting of the
2
shareholders held on March 31, 2000, the Company's shareholders declined to
adopt the Agreement and the Company was notified the next day by First Security
Corporation that it was terminating the Agreement.
In October 1999, the Company acquired Pioneer Bancorporation headquartered in
Reno, Nevada, and its wholly-owned subsidiary Pioneer Citizens Bank of Nevada,
in a transaction accounted for as a pooling of interests. Pioneer Citizens Bank
of Nevada, with total assets of approximately $1 billion on September 30, 1999,
was merged with and into Nevada State Bank. Also in October 1999, the Company
completed the acquisition of Regency Bancorp headquartered in Fresno, California
and its banking subsidiary Regency Bank, in a purchase transaction. On September
30, 1999 Regency Bank had total assets of approximately $230 million. Regency
Bank was merged with and into the Company's California banking subsidiary,
California Bank & Trust.
In 1998, the Company experienced unprecedented merger activity with the
completion of 12 bank acquisitions in 3 states. The most significant acquisition
during the year was the purchase of The Sumitomo Bank of California with total
assets of approximately $4.5 billion. The Sumitomo Bank of California and First
Pacific National Bank, also acquired during 1998, were merged with and into the
Company's Grossmont Bank subsidiary which was renamed California Bank & Trust.
The Company also significantly expanded its operations in Colorado during 1998
building on the acquisition of Aspen Bancshares in 1997. Acquisitions in
Colorado during 1998 included Vectra Banking Corporation located in Denver and
eight small banks which expanded the Company's operations into the Colorado
Springs area, Steamboat Springs and the San Luis Valley in Southern Colorado.
Another acquisition completed during 1998 was The Commerce Bank of Washington
with total assets of approximately $318 million. The Commerce Bank of Washington
is based in Seattle and focuses on serving the needs of small and medium-sized
businesses in the Puget Sound area.
For further information about merger activities see Note 3 of the Notes to
Consolidated Financial Statements.
PRODUCTS AND SERVICES
The Company 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 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, safe deposit
facilities, direct deposit and 24 hour ATM access. Zions First National Bank
also provides services to key segments through its Women's Financial, Private
Banking and Executive Banking Groups.
3
In addition to these core businesses, the Company has built specialized lines of
business in capital markets and public finance. The Company provides online
trading through Zions Direct Online Brokerage (www.zionsdirect.com), the online
brokerage arm of Zions Investment Securities, Inc., a member of the NASD and
SIPC. Zions Direct offers free real-time quotes, free news, free access for
reviewing personal portfolios, and inexpensive online trading of stocks,
options, and over 6,000 mutual funds. Other services include estate planning,
investment management, financial planning, registered investment advisor
services, and retirement planning.
Electronic trading of U.S. Treasury and Agency issues is available through the
Company on five electronic delivery platforms. Institutional investors with the
Bloomberg system can access Zions at BBT (GO) and Zions (GO), or via the
Internet at GovRate.com,TM OddLot.com, or MoneyLine.com. The Company's
proprietary site, GovRate.com, also provides a search engine for municipal,
corporate and agency securities. On average, the Company expedites over $2
billion in trades a day.
Zions Bank Capital Markets is one of only 26 primary U.S. 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. As a primary dealer, Zions makes markets in U.S. Treasuries, Agencies,
Municipals, Small Business Administration ("SBA") Pools,
Mortgage-Backed/Asset-Backed Securities, and Repurchase Agreements. Zions also
offers Liquid Asset Management, an investment service that enhances earnings on
cash while maintaining liquidity. The Company's combined public finance
operations constitute one of the largest municipal finance advisory firms in the
country. For four consecutive years, the combined financial advisory business of
the Company has ranked as one of the nation's top ten municipal finance
advisors.
The Company is also a leader in U.S. Small Business Administration lending.
Through Zions Small Business Finance Division, the Company provides SBA 7(a)
loans to small businesses throughout the United States. According to the SBA,
the Company ranked as the seventh largest provider of SBA-backed 7(a) loans in
terms of number of loans approved for 2000. The Company's SBA 504 group works
with Certified Development Companies and correspondent banks to provide the
nation's largest source of financing for this loan program. The Company also
owns approximately a 20 percent equity interest in the Federal Agricultural
Mortgage Corporation ("Farmer Mac") and originates and sells qualified loans to
Farmer Mac.
The Company remains recognized as a leader in providing trust solutions to the
world of online commerce. The Company's Digital Signature Trust Co. ("DST")
subsidiary won important contracts during the year, particularly in the federal
government arena. In June, President Clinton signed into law - using a digital
certificate provided by DST - the Electronic Signatures in Global and National
Commerce Act, paving the way for the use of digital signatures and other
electronic technologies to provide a legal substitute for written signatures in
online commerce.
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 ("ACES") program.
DST has, to date, won the largest share of the contracts awarded under the ACES
program, including contracts with the Environmental Protection Agency, the
Federal Emergency Management Agency, the Department of Veterans Affairs, and a
4
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(R) as a provider of certificate
services for the VISA Access smart card program. Together with the American
Bankers Association, DST has introduced the TrustID(R) certificate, an
inter-operable online identification and encryption product which is available
to banks throughout the United States.
The Company has also partnered with NetVoyage Corporation to develop and
introduce online safe deposit boxes to its customers. The Company expects to
fill a growing need for online data storage, and believes that banks, with their
heritage of trust and regulatory oversight, are well suited as long-term
repositories for customers' electronic files.
OTHER NONBANKING SUBSIDIARIES
The Company conducts various other banking-related business activities through
subsidiaries of Zions First National Bank and the Parent. Zions Credit
Corporation, a subsidiary of Zions First National Bank, engages in lease
origination and servicing operations. Zions Investment Securities, Inc., also a
subsidiary of the Bank, provides discount investment brokerage services on a
nonadvisory basis to both commercial and consumer customers. Personal investment
officers employed by this discount brokerage subsidiary provide customers with a
wide range of investment products, including municipal bond, mutual funds and
tax-deferred annuities. Three venture capital companies owned by the Company
provide early-stage capital, primarily for start-up companies located in the
Western United States. 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 the Company's subsidiaries and sells
general lines of insurance. Zions Management Services Company provides
administrative, data processing, and other services to other subsidiaries of the
Company.
COMPETITION
Zions Bancorporation and its subsidiaries operate in a highly competitive
environment due to the diverse financial services and products they offer.
Competitors include not only other banks, thrift institutions, credit unions,
and mutual funds, but also, insurance companies, finance companies, brokerage
firms, securities dealers, investment banking companies, and a variety of other
financial services and advisory companies. Many of these competitors are not
subject to the same regulatory restrictions as the Company. Most of these
unregulated competitors compete across geographic boundaries and provide
customers increasing access to meaningful alternatives to banking services in
many significant products. These competitive trends are likely to continue.
SUPERVISION AND REGULATION
Zions Bancorporation is a financial holding company and, as such, is subject to
regulation under the Bank Holding Company Act of 1956, as amended (the "BHC
Act"). The BHC Act requires the prior approval of the Federal Reserve Board for
a financial holding company to acquire or hold more than 5% voting interest in
5
any bank, and restricts interstate banking activities. The BHC Act allows
interstate bank acquisitions anywhere in the country and interstate branching by
acquisition and consolidation in those states that had not opted out by January
1, 1997.
The BHC Act restricts the Company's nonbanking activities to those, which are
determined by the Federal Reserve Board to be financial in nature, incidental to
such financial activity, or complementary to a financial activity. The BHC Act
does not place territorial restrictions on the activities of nonbank
subsidiaries of bank holding companies. The Company's banking subsidiaries are
subject to limitations with respect to transactions with affiliates.
The Federal Reserve Board has established risk-based capital guidelines for
financial holding companies. The Comptroller of the Currency ("OCC"), the
Federal Deposit Insurance Corporation ("FDIC") and the Federal Reserve Board
have also issued regulations establishing capital requirements for banks under
federal law. Failure to meet capital requirements could subject the Company and
its subsidiary banks to a variety of restrictions and enforcement remedies. See
Note 17 of the Notes to Consolidated Financial Statements for information
regarding risk-based capital requirements.
The Company's banking subsidiaries are also subject to various requirements and
restrictions in the laws of the United States and the states in which the banks
operate. These include restrictions on the amount of loans to a borrower and its
affiliates, the nature and amount of their investments, their ability to act as
an underwriter of securities, the opening of branches and the acquisition of
other banks or savings associations. The subsidiary banks are under the
supervision of, and are subject to periodic examination by, the OCC or the
respective state banking departments, and are subject to the rules and
regulations of the OCC, the Board of Governors of the Federal Reserve System and
the FDIC.
Dividends payable by the subsidiary banks to Zions Bancorporation are subject to
various legal and regulatory restrictions. These restrictions and the amount
available for the payment of dividends at year-end are summarized in Note 17 of
the Notes to Consolidated Financial Statements.
The Financial Institutions Reform, Recovery and Enforcement Act of 1989 provides
that a holding company's controlled insured depository institutions are liable
for any loss incurred by the FDIC in connection with the default of any
FDIC-assisted transaction involving an affiliated insured bank or savings
association.
The Federal Deposit Insurance Corporation Improvement Act of 1991 prescribes
standards for safety and soundness of insured banks. These standards relate to
internal controls, information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, as well as other operational and management standards deemed
appropriate by the agencies.
The Community Reinvestment Act ("CRA") requires banks to help serve the credit
needs in their communities, including credit to low and moderate income
individuals and geographies. Should the Company or its subsidiaries fail to
adequately serve the community, there are penalties which might be imposed
including denials of applications to expand branches, relocate, add subsidiaries
and affiliates and merge with or purchase other financial institutions.
6
The enactment of the Graham-Leach-Bliley Act of 1999 (the "GLB Act") represented
a pivitol point in the history of the financial services industry. The GLB Act
swept away large parts of a regulatory framework that had its origins in the
Depression Era of the 1930s. Effective March 11, 2000, new opportunities became
available for banks, other depository institutions, insurance companies and
securities firms to enter into combinations that permit a single financial
services organization to offer customers a more complete array of financial
products and services. The GLB Act provides a new regulatory framework for
regulation through the financial holding company, which has as its umbrella
regulator the Federal Reserve Board. Functional regulation of the financial
holding company's separately regulated subsidiaries is conducted by their
primary functional regulator. The GLB Act requires "satisfactory" or higher CRA
compliance for insured depository institutions and their financial holding
companies in order for them to engage in new financial activities. The GLB Act
provides a federal right to privacy of non-public personal information of
individual customers. The Company, including its subsidiaries, is also subject
to certain state laws that deal with the use and distribution of non-public
personal information.
During 2000, the Securities and Exchange Commission issued Regulation FD which
established affirmative disclosure requirements on public corporations such that
material nonpublic information must be widely, rather than selectively
disseminated. Regulation FD is based on the premise that full and fair
disclosure is the cornerstone of an efficient market system. The Company is
subject to Regulation FD. Through Regulation FD, the Securities and Exchange
Commission seeks to encourage broad public disclosure in order to increase
investor confidence in the integrity of the capital markets.
Regulators and Congress continue to enact rules, laws, and policies to regulate
the industry and protect consumers. The nature of these regulations and the
effect of such policies on future business and earnings of the Company cannot be
predicted.
GOVERNMENT MONETARY POLICIES
The earnings and business of the Company are affected not only by general
economic conditions, but also by fiscal and other policies adopted by various
governmental authorities. The Company is particularly affected by the policies
of the Federal Reserve Board which affects the national supply of bank credit.
The instruments of monetary policy available to the Federal Reserve Board
include open-market operations in United States government securities;
manipulation of the discount rates of member bank borrowings; imposing or
changing reserve requirements against member bank deposits; and imposing or
changing reserve requirements against certain borrowings by banks and their
affiliates. These methods are used in varying combinations to influence the
overall growth of bank loans, investments and deposits, and the interest rates
charged on loans or paid for deposits.
In view of the changing conditions in the economy and the effect of the credit
policies of monetary authorities, it is difficult to predict future changes in
loan demand, deposit levels and interest rates, or their effect on the business
and earnings of the Company. Federal Reserve monetary policies have had a
significant effect on the operating results of commercial banks in the past and
are expected to continue to do so in the future.
7
EMPLOYEES
At December 31, 2000, the Company employed approximately 6,915 full-time
equivalent personnel with approximately 5,858 employed by the banking
subsidiaries. The Company had 6,833 full-time equivalent employees at December
31, 1999, compared to 7,099 at December 31, 1998. The Company believes that it
enjoys good employee relations. In addition to competitive salaries and wages,
the Company contributes to group medical plans, group insurance plans, pension,
and stock ownership plans.
ITEM 2. PROPERTIES
Zions First National Bank operates 143 branches, of which 71 are owned by the
Company and 72 are on leased premises. California Bank & Trust owns 15 of their
75 branches and leases the remaining 60 branch premises. Nevada State Bank
operates 60 branches, of which 11 are owned and 49 are on leased premises. In
Arizona, 21 of 41 branches are owned and the remaining 20 branches are on leased
premises. For Vectra Bank Colorado, 32 of 54 branches are owned and the
remaining 22 branches are on leased premises. In Washington, The Commerce Bank
of Washington operates 1 branch on leased premises. The annual rentals under
long-term leases for such banking premises are determined under various formulas
and factors, including operating costs, maintenance and taxes. The Company's
subsidiaries conduct lease financing, insurance, and discount brokerage
activities from leased premises.
For information regarding rental payments, see Note 12 of the Notes to
Consolidated Financial Statements.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Principal market where the Company's common stock is traded:
Nasdaq: ZION
High and low quarterly stock prices:
2000 1999
------------------- ------------------
HIGH LOW HIGH LOW
------ ------ ------ ------
1st Quarter $59.75 $36.44 $68.31 $57.00
2nd Quarter 48.63 39.94 75.88 54.09
3rd Quarter 51.75 41.06 64.41 49.00
4th Quarter 62.75 46.81 67.56 53.19
As of February 28, 2001, there were 6,537 common shareholders of the Company's
stock.
8
Frequency and amount of dividends paid during the last two years:
1st 2nd 3rd 4th
Qtr Qtr Qtr Qtr
----- ----- ----- -----
2000 $.29 $.20 $.20 $.20
1999 $.14 $.29 $.29 None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Schedules, and Exhibits:
(1) The following consolidated financial statements of the Company,
included in the Annual Report to Shareholders for the year ended
December 31, 2000, are incorporated by reference in Item 8:
Consolidated balance sheets - December 31, 2000 and 1999
Consolidated statements of income - Years ended December 31, 2000,
1999, and 1998
Consolidated statements of cash flows - Years ended December 31, 2000,
1999, and 1998
Consolidated statements of changes in shareholders' equity and
comprehensive income - Years ended December 31, 2000, 1999 and 1998
Notes to consolidated financial statements
(2) All financial statement schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions, the
required information is contained elsewhere in the Form 10-K, or the
schedules are inapplicable and therefore have been omitted.
(3) List of exhibits:
Exhibit
Number Description
------- -----------
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 Restated Bylaws of Zions Bancorporation, dated January 19, *
2001, incorporated by Reference to Exhibit 3.4 of Form S-4
filed February 5, 2001.
9
3.3 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.
3.4 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.
4 Shareholder Protection Rights Agreement, dated September 27, *
1996, incorporated by reference to Exhibit 1 of Form 8-K
filed October 12, 1996.
10.1 Amended and Restated Zions Bancorporation Pension Plan, *
incorporated by reference to Exhibit 10.1 of Form 10-K for
the year ended December 31, 1994.
10.2 Amendment to Zions Bancorporation Pension Plan effective *
December 1, 1994, incorporated by reference to Exhibit 10.2
of Form 10-K for the year ended December 31, 1994.
10.3 Zions Bancorporation Supplemental Retirement Plan Form, *
incorporated by reference to Exhibit 19.4 of Form 10-Q for
the quarter ended September 30, 1985.
10.4 Zions Bancorporation Key Employee Incentive Stock Option Plan *
dated April 28, 1982, incorporated by reference to Exhibit
10.1 of Form 10-Q for the quarter ended June 30, 1995.
10.5 Amendment No. 1 to Zions Bancorporation Key Employee Incentive *
Stock Option Plan dated April 27, 1990, incorporated by
reference to Exhibit 10.2 of Form 10-Q for the quarter ended
June 30, 1995.
10.6 Amendment No. 2 to Zions Bancorporation Key Employee Incentive *
Stock Option Plan dated April 28, 1995, incorporated by
reference to Exhibit 10.3 of Form 10-Q for the quarter ended
June 30, 1995.
10.7 Amendment No. 3 to Zions Bancorporation Key Employee Incentive *
Stock Option Plan dated April 24, 1998, incorporated by
reference to Exhibit 10 of Form 10-Q for the quarter ended
June 30, 1998.
10.8 Zions Bancorporation Deferred Compensation Plan for Directors, *
as amended May 1, 1991, incorporated by reference to Exhibit
19 of Form 10-K for the year ended December 31, 1991.
10.9 Zions Bancorporation Senior Management Value Sharing Plan, *
Award Period 1997-2000, incorporated by reference to Exhibit
10.16 of Form 10-K for the year ended December 31, 1997.
10.10 Zions Bancorporation Senior Management Value Sharing Plan, *
Award Period 1998-2001, incorporated by reference to Exhibit
10.23 of Form 10-K for the year ended December 31, 1998.
10.11 Zions Bancorporation Executive Management Pension Plan, *
incorporated by reference to Exhibit 10.10 of Form 10-K for
the year ended December 31, 1994.
10
10.12 Employment Agreement between Zions Bancorporation and Mr. John *
Gisi, incorporated by reference to Exhibit 10.13 of Form
10-K for the year ended December 31, 1995.
10.13 Zions Bancorporation Non-Employee Directors Stock Option Plan *
dated April 26, 1996, incorporated by reference to Exhibit
10 of Form 10-Q for the quarter ended June 30, 1996.
10.14 Zions Bancorporation Pension Plan amended and restated *
effective April 1, 1997, incorporated by reference to
Exhibit 10 of Form 10-Q for the quarter ended March 31, 1997.
10.15 Zions Bancorporation 1998 Non-Qualified Stock Option and *
Incentive Plan incorporated by reference to Exhibit 4.7 of
Form S-8 filed October 5, 1999.
10.16 Stock Option Agreement between Zions Bancorporation and W. *
David Hemingway dated April 13, 1983, incorporated by
reference to Exhibit 4.8 of Form S-8 filed March 10, 1999.
10.17 Amended Stock Option Agreement between Zions Bancorporation *
and W. David Hemingway dated January 31, 1991, incorporated
by reference to Exhibit 4.9 of Form S-8 Filed March 10, 1999.
10.18 Shareholder Agreement, dated October 1, 1998, among Zions *
Bancorporation, The Robert G. Sarver Separate Property Trust
dated September 29, 1997 and CBT Holdings, incorporated by
reference to Exhibit 10.1 of Form 8-K filed October 14, 1998.
10.19 Loan Agreement, dated October 1, 1998, between Zions *
Bancorporation and The Robert G. Sarver Separate Property
Trust dated September 29, 1997, incorporated by reference to
Exhibit 10.2 of Form 8-K filed October 14, 1998.
10.20 Employment Agreement, dated October 1, 1998, between Grossmont *
Bank and Robert Sarver, incorporated by reference to Exhibit
10.3 of Form 8-K filed October 14, 1998.
10.21 Promissory Note, dated October 1, 1998, by The Robert G. *
Sarver Separate Property Trust dated September 29, 1997 in
favor of Zions Bancorporation, incorporated by reference to
Exhibit 10.4 of Form 8-K filed October 14, 1998.
10.22 Zions Bancorporation Senior Management Value Sharing Plan,
Award Period 1999-2002 (filed).
10.23 Zions Bancorporation Senior Management Value Sharing Plan,
Award Period 2000-2003 (filed).
10.24 Zions Bancorporation Deferred Compensation Plan effective
January 1, 2001 (filed).
10.25 Zions Bancorporation Deferred Compensation Plan Trust
Agreement (filed).
11
13 2000 Annual Report to Shareholders, Pages 1 through 87
(filed).
21 List of Subsidiaries of Zions Bancorporation (filed).
23.1 Consent of Ernst & Young LLP, independent auditors (filed).
23.2 Consent of KPMG LLP, independent auditors (filed).
23.3 Report of KPMG LLP, independent auditors (filed).
* incorporated by reference
(b) Zions Bancorporation filed the following reports on Form 8-K during
the quarter ended December 31, 2000;
(1) Filed November 27, 2000 (Item 5), containing a copy of the press
release, dated November 20, 2000, concerning a proposed merger
with Draper Bancorp. The filing contains a copy of the letter
sent November 27, 2000 to Draper Bancorp's shareholders notifying
them of the transaction.
(2) Filed December 15, 2000 (Item 5), containing a copy of the press
release, dated December 14, 2000, concerning a proposed merger
with Eldorado Bancshares, Inc.
(c) Exhibits - The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedules - None, see previous discussion under
Item 14, (a) (2).
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the 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 Securities Act
of 1933 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.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
April 2, 2001 ZIONS BANCORPORATION
By /s/ Harris H. Simmons
----------------------------
HARRIS H. SIMMONS, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
April 2, 2001
/s/ Harris H. Simmons /s/ Dale M. Gibbons
- ------------------------------------ --------------------------------------
HARRIS H. SIMMONS, President, Chief Dale M. Gibbons, Executive Vice
Executive Officer and Director President, Chief Financial Officer and
Secretary
/s/ Roy W. Simmons /s/ Nolan Bellon
- ------------------------------------ --------------------------------------
ROY W. SIMMONS, Chairman and Director NOLAN BELLON, Controller
/s/ Jerry C. Atkin /s/ Robert G. Sarver
- ------------------------------------- --------------------------------------
JERRY C. ATKIN, Director ROBERT G. SARVER, Director
/s/ Grant R. Caldwell /s/ L.E. Simmons
- ------------------------------------ --------------------------------------
GRANT R. CALDWELL, Director L.E. SIMMONS, Director
/s/ R.D. Cash /s/ Shelley Thomas
- ------------------------------------ --------------------------------------
R. D. CASH, Director SHELLEY THOMAS, Director
/s/ Richard H. Madsen /s/ I.J. Wagner
- ------------------------------------ --------------------------------------
RICHARD H. MADSEN, Director I.J. WAGNER, Director
/s/ Roger B. Porter
- ------------------------------------
ROGER B. PORTER, Director
13