Amendment No.3 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H0w7MpXDiU0RmU2/s5wMiP+/d2BsxkzdIplzSuwxW9iaGuEz7nVtAsOmKyCOlBAS 0e8uI9aChiO6he/weT/qAw== 0001193125-10-148372.txt : 20100628 0001193125-10-148372.hdr.sgml : 20100628 20100628142021 ACCESSION NUMBER: 0001193125-10-148372 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100628 DATE AS OF CHANGE: 20100628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Life Quotes, Inc. CENTRAL INDEX KEY: 0001079996 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 363299423 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56673 FILM NUMBER: 10919671 BUSINESS ADDRESS: STREET 1: 8205 SOUTH CASS AVE STREET 2: SUITE 102 CITY: DARIEN STATE: IL ZIP: 60561 BUSINESS PHONE: 6305150170 MAIL ADDRESS: STREET 1: 8205 SOUTH CASS AVENUE CITY: DARIEN STATE: IL ZIP: 60561 FORMER COMPANY: FORMER CONFORMED NAME: Life Quotes DATE OF NAME CHANGE: 20091027 FORMER COMPANY: FORMER CONFORMED NAME: INSURE.COM, INC DATE OF NAME CHANGE: 20061229 FORMER COMPANY: FORMER CONFORMED NAME: QUOTESMITH COM INC DATE OF NAME CHANGE: 19990521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZIONS BANCORPORATION /UT/ CENTRAL INDEX KEY: 0000109380 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 870227400 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: 15TH FLOOR CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015244787 MAIL ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: 15TH FLOOR CITY: SALT LAKE CITY STATE: UT ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS UTAH BANCORPORATION DATE OF NAME CHANGE: 19870615 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS FIRST NATIONAL INVESTMENT CO DATE OF NAME CHANGE: 19660921 SC 13D/A 1 dsc13da.htm AMENDMENT NO.3 TO SCHEDULE 13D Amendment No.3 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange of 1934

(Amendment No. 3)*

Life Quotes, Inc.

(Name of Issuer)

Common Stock, par value $0.003 per share

(Title of Class of Securities)

749117206

(CUSIP Number)

Zions Bancorporation

One South Main Street, 15th Floor

Salt Lake City, Utah 84111

Telephone Number: (801) 524-4787

Attn: Thomas Laursen

With a copy to:

Patrick S. Brown, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA 90067

(310) 712-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 4, 2010

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.: 749117206		13D		Page 2 of 8 Pages


1.	Name of reporting person Zions Bancorporation
2.	Check the appropriate box if a member of a group: (a) ¨ (b) x
3.	SEC use only
4.	Source of funds WC,OO
5.	Check box if disclosure of legal proceedings is required pursuant to Items 2(e) or 2(f) ¨
6.	Citizenship or place of organization Utah
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 2,363,636
		8.	Shared voting power 2,647,799¹
		9.	Sole dispositive power 2,363,636
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 2,363,636
12.	Check box if the aggregate amount in Row (11) excludes certain shares ¨
13.	Percent of class represented by amount in Row (11) 34.9%²
14.	Type of reporting person HC, CO

1	See Items 4, 5, and 6.

2	Based on 6,767,691 shares outstanding as of April 30, 2010, as disclosed in the Form 10-Q filed by Life Quotes, Inc. (“Life Quotes”) on May 7, 2010.

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (the “Commission”) on March 15, 2004, as amended on May 12, 2004 and on August 18, 2004. Information about the Bland Parties (as defined herein) is based solely on the Schedule 13D filed on behalf of the Bland Parties on March 18, 2004, as amended and supplemented through Amendment No. 3, filed June 23, 2010, thereto (the “Bland 13D”). Information about the Thoms Parties (as defined herein) is based solely on the Schedule 13D filed on behalf of the Thoms Parties on March 18, 2004, as amended and supplemented through Amendment No. 3, filed June 23, 2010, thereto (the “Thoms 13D”). Except as expressly amended and supplemented by this Amendment and the amendments to the Original 13D dated May 12, 2004 and August 18, 2004, the Original 13D is not amended or supplemented in any respect. Terms used but not defined in this Amendment have the meaning ascribed to such terms in the Original 13D.

Item 2.

Identity and Background.

The first paragraph of Item 2 is hereby amended and restated as follows:

This Statement is filed by Zions Bancorporation, a corporation organized under the laws of the State of Utah and registered as a financial holding company under the Bank Holding Company Act of 1956, as amended (“Zions”), on its own behalf. References herein to Quotesmith.com, Inc. (“Quotesmith”) shall mean Life Quotes, Inc. (“Life Quotes”).

Schedule 1 is amended and restated in the form attached to this Amendment as Schedule 1.

Item 4.

Purpose of Transaction.

The second and third paragraphs of Item 4 are hereby amended and restated as follows:

On August 16, 2004, Zions purchased 2,363,636 shares of Common Stock from Life Quotes pursuant to that certain Stock Purchase Agreement, dated as of March 1, 2004 (the “Stock Purchase Agreement”), as amended on May 7, 2004, by and between Life Quotes and Zions, representing approximately 32.3% of the issued and outstanding shares of Common Stock at that time. In addition, pursuant to the terms and conditions set forth in the Investor Rights Agreement, so long as Zions holds at least 40% of the shares of Common Stock purchased by it pursuant to the Stock Purchase Agreement, each of (1) Life Quotes, (2) Rober S. Bland, President, Chief Executive Officer and a Director of Life Quoetes (“Bland”), (3) Maureen A. Bland, Bland’s spouse (“Mrs. Bland”), (4) Southcote Partners, L.P., a Delaware limited partnership whose sole general partners are Bland and Mrs. Bland (“Southcote” and, together with Bland, Mrs. Bland, and LQA (as hereinafter defined), the “Bland Parties”), (5) William V. Thoms, Executive Vice President, Chief Operating Officer and Director of Lifequotes (“Thoms”), (6) Susan E. Thoms, Thoms’ spouse (“Mrs. Thoms” and, together with Thoms, the “Thoms Parties”), and (7) Zions have agreed that (a) the number of Directors on the Board of Directors of Life Quotes shall be fixed at 7 and (b) Zions shall be entitled to nominate or appoint one director to the Board of Directors of Life Quotes (the “Zions Director”).

The following disclosure is based exclusively on information contained in the third party Offer to Purchase and related Letter of Transmittal (each as defined below). On June 20, 2010, LQ Acuisition, Inc. (“LQA”), an Illinois corporation wholly-owned by Bland that owns 2,131,378 shares of Common Stock assigned to it by Bland, Mrs. Bland and Southcote, made a tender offer (the “Tender Offer”) to purchase all of the issued and outstanding shares of Common Stock of Life Quotes not owned by LQA at a price of $4.00 per share, net to the holder in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 10, 2010 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”). The Tender Offer is conditioned upon, among other things, (i) the non-waivable condition that there shall be validly tendered and not withdrawn before the Tender Offer expires shares of Common Stock that constitute a majority of the outstanding shares of Common Stock not owned by the Bland Parties, the Thoms Parties and Zions immediately prior to the expiration of the Tender Offer, (ii) the waivable condition that together with the shares held by the Bland Parties there shall be validly tendered and not withdrawn before the Tender Offer expires shares of Common Stock that constitute at least 90% of the outstanding shares, and (iii) execution of a promissory note in the approximate amount of $19 million from Life Quotes to LQA (the “Promissory Note”).

The purpose of the Tender Offer is to acquire as many of the publicly-held shares of Common Stock as possible as a first step in acquiring the entire equity interest in Life Quotes. If after the consummation of the Tender Offer LQA owns at least 90% of the outstanding shares, LQA will cause Life Quotes to consummate a short-form merger. Under Delaware law, LQA would be able to effect a “short-form” merger without a vote of, or prior notice to, Life Quotes’ Board of Directors or Life Quotes’ stockholders. In the short-form merger, all remaining stockholders other than LQA would receive the same price per share as was paid in the Tender Offer, without interest, and Life Quotes would merge with LQA with Life Quotes being the surviving corporation. The primary purpose of the Tender Offer is to reduce the number of record holders of the shares of Common Stock to less than 300 in order to permit deregistration of the shares of Common Stock and make Life Quotes a non-Commission reporting company.

All descriptions of the Tender Offer herein are qualified in their entirety by the full text of the Offer to Purchase and the Letter of Transmittal, copies of which have been filed with the Commission.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) Pursuant to Rule 13d-3 of the Act, Zions is the beneficial owner of 2,363,636 shares of Common Stock, representing approximately 34.9% of the issued and outstanding Common Stock.¹

Because (i) each of the Bland Parties and the Thoms Parties have agreed pursuant to the terms of the Investor Rights Agreement to vote their shares of capital stock of Life Quotes, and any shares of capital stock of Life Quotes for which they have voting rights, to elect the Zions Director, and (ii) LQA has entered into a Share Tender Agreement with each of the Thoms Parties and Zions whereby each of the Thoms Parties and Zions have agreed to tender all of their respective shares of Common Stock in the Tender Offer, Zions, the Bland Parties, and the Thoms Parties may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Zions disclaims the existence of a group with the Bland Parties, LQA and the Thoms Parties, and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by Zions that such a group exists.

As of the date of this Amendment, each of Bland, Mrs. Bland, Southcote and LQA is the beneficial owner of 2,131,378 shares of Common Stock pursuant to Rule 13d-3 of the Act, representing approximately 31.4% of the issued and outstanding shares of Common Stock. As of the date of this Amendment, each of Thoms and Mrs. Thoms is the beneficial owner of 516,421 shares of Common Stock pursuant to Rule 13d-3 of the Act, representing approximately 7.6% of the issued and outstanding shares of Common Stock.

(b) Zions has the sole power to vote and dispose or direct the vote or disposition of all of the Shares. Each of the Bland Parties, LQA and the Thoms Parties have the sole power to vote and dispose or direct the vote or disposition of all of their respective shares of Common Stock listed in Item 5(a). In addition, because each of the Bland Parties and the Thoms Parties have agreed pursuant to the terms of the Investor Rights Agreement to vote their shares of capital stock of Life Quotes, and any shares of capital stock of Life Quotes for which they have voting rights, to elect the Zions Director, Zions may be deemed to have shared power to vote or direct the voting of the 2,647,799 shares of Common Stock beneficially owned by the Bland Parties, LQA and the Thoms Parties in the aggregate.

Each of the Bland Parties’ and LQA’s principal business and principal office address is 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561. Bland is the Chairman, President and Chief Executive Officer of Life Quotes. Mrs. Bland is a homemaker. Southcote is a Delaware limited partnership whose sole general partners are Bland and Mrs. Bland. LQA is an Illinois corporation. Bland and Mrs. Bland are U.S. citizens.

¹	Percentage interest calculations in this Amendment are based on Life Quotes having 6,767,691 total outstanding shares of Common Stock, as reported by Life Quotes on the Form 10-Q filed on May 7, 2010.

Each of the Thoms Parties’ principal business and principal office address is 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561. Thoms is the Executive Vice President, Chief Operating Officer and Director of Quotesmith. Mrs. Thoms is a homemaker. Each of Thoms and Mrs. Thoms are U.S. citizens.

During the past five years, none of the Bland Parties, LQA or the Thoms Parties has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(c) Except as described above, neither Zions, nor, to the knowledge of Zions, any of the persons listed on Schedule 1 to this Amendment, the Bland Parties, LQA or the Thoms Parties, has effected any transactions in the securities of Life Quotes during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Share Tender Agreement

On June 4, 2010, LQA and Zions entered into a Share Tender Agreement whereby Zions agreed to tender into the Tender Offer all of its owned shares of Common Stock of Life Quotes. The Share Tender Agreement between Zions and LQA is attached hereto as Exhibit 1.

Investor Rights Agreement Amendment

On June 4, 2010, Life Quotes, Bland, Thoms, and Zions entered into an amendment to the Investor Rights Agreement whereby Zions waived (i) its Tag Along Rights to proportionally participate in the sale or transfer of Common Stock owned by Bland and Thoms in the Tender Offer and (ii) its Right of First Refusal to purchase any or all Common Stock owned by Bland and Thoms tendered for sale into the Tender Offer. The amendment to the Investor Rights Agreement is attached hereto as Exhibit 2.

Item 7.

Material to be Filed as Exhibits.


Exhibit		Description

1		Share Tender Agreement between Zions and LQA, dated June 4, 2010.

2		Amendment to Investor Rights Agreement, dated June 4, 2010.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule 13D is true, complete and correct.

Dated: June 28, 2010


Zions Bancorporation

By:		/s/ Thomas Laursen
Name:		Thomas Laursen
Title:		General Counsel

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF ZIONS BANCORPORATION

The address of the principal office of Zions Bancorporation is One South Main Street, Suite 1134, Salt Lake City, Utah 84111, which is also the business address for each of the individuals listed below, except as otherwise noted.

Each of the individuals listed below is a citizen of the United States.


NAME		PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

Directors of Zions Bancorporation

Harris H. Simmons Chairman		Chairman, President and Chief Executive Officer, Zions Bancorporation

Roger B. Porter Lead Director		IBM Professor of Business and Government John F. Kennedy School of Government, Harvard University 79 John F. Kennedy Street Cambridge, MA 02138

Doyle L. Arnold		Vice Chairman and Chief Financial Officer, Zions Bancorporation

Jerry C. Atkin		Chairman, President and Chief Executive Officer, SkyWest, Inc. 444 South River Road St. George, Utah 84790

R. Don Cash		Former Chairman, President, and Chief Executive Officer, Questar Corporation

Patricia Frobes		Former Group Senior Vice President for Legal Affairs and Risk Management and General Counsel, the Irvine Company

J. David Heaney		Chairman, Heany Rosenthal, Inc.

Stephen D. Quinn		Retired, former Managing Director and former General Partner Goldman, Sachs & Co.

L.E. Simmons		President, SCF Partners, L.P. 600 Travis, Suite 6600 Houston, Texas 77002

Steven C. Wheelwright		Baker Foundation Professor, Director of Publications Activities Harvard Business School Soldiers Field Boston, Massachusetts 02163

Shelley Thomas Williams		Retired, former Senior Director of Communication and Public Affairs, Huntsman Cancer Institute

Officers of Zions Bancorporation

Harris H. Simmons		Chairman, President and Chief Executive Officer

Doyle L. Arnold		Vice Chairman and Chief Financial Officer

Bruce Alexander		Executive Vice President Chief Executive Officer of Vectra Bank Colorado


NAME		PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

A. Scott Anderson		Executive Vice President Chief Executive Officer of Zions First National Bank

David E. Blackford		Executive Vice President Chief Executive Officer of California Bank & Trust

Danne L. Buchanan		Executive Vice President Chief Executive Officer of NetDeposit, LLC

George M. Feiger		Executive Vice President Wealth Management

Dallas E. Haun		Executive Vice President Chief Executive Officer of Nevada State Bank

W. David Hemingway		Executive Vice President Capital Markets and Investments

John T. Itokazu		Executive Vice President Chief Information Officer

Thomas E. Laursen		Executive Vice President General Counsel

Connie Linardakis		Executive Vice President Human Resources

Keith D. Maio		Executive Vice President Chief Executive Officer of National Bank of Arizona

Dean L. Marotta		Executive Vice President Risk Management

Scott J. Mclean		Executive Vice President Chief Executive Officer of Amegy Bank of Texas

Kenneth E. Peterson		Executive Vice President Chief Credit Officer

Stanley D. Savage		Executive Vice President Chief Executive Officer of Commerce Bank of Washington

Steve D. Stephens		Executive Vice President President of Amegy Bank of Texas

EX-1 2 dex1.htm SHARE TENDER AGREEMENT BETWEENS ZIONS AND LQA Share Tender Agreement betweens Zions and LQA

Exhibit 1

SHARE TENDER AGREEMENT dated as of June 4, 2010 (this “Agreement”), by and between LQ Acquisition, Inc., an Illinois corporation (the “Purchaser”), and Zions Bancorporation, a Utah (the “Stockholder”).

A. As of the date of this Agreement, the Stockholder is the beneficial owner (as that term is defined in Rule 13d-3 promulgated under the Act, as defined below) of the number of shares of Common Stock (as defined below) set forth opposite the name of the Stockholder on Schedule 1 (together with any shares of Common Stock acquired by the Stockholder or any of its Affiliates (as defined below) after the execution of this Agreement whether upon the exercise of options, conversion of convertible securities or otherwise, the “Owned Shares”).

B. The Purchaser is willing, subject to certain conditions (including, without limitation, Purchaser’s compliance with Sections 13(d) and 14(d)(1) of the Act (as defined below) and Regulations 14D and 14E promulgated thereunder), to commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.003 per share (the “Common Stock”) of Life Quotes, Inc., a Delaware corporation (the “Company”), not owned by the Purchaser, in exchange for $4 in cash, for each share of Common Stock (the “Tender Price”).

C. As a condition to the Purchaser’s willingness to commence the Offer, the Purchaser requires that the Stockholder agree, and pursuant to the terms and conditions of this Agreement, the Stockholder agrees (i) to tender in the Offer (and not withdraw) all of the Owned Shares (whether acquired prior to or after the execution of this Agreement) and (ii) to take the other actions described in this Agreement.

In consideration of the premises and for other good and valuable consideration given to each party, the receipt of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1. Agreements to Commence the Offer and to Tender.

(a) Agreement to Commence the Offer. Subject to the terms of this Agreement, including the conditions set forth in Section 2, the Purchaser agrees that, no later than June 30, 2010, subject to compliance with Applicable Law (as defined below), the Purchaser shall commence the Offer in exchange for consideration of not less than the Tender Price, and with such other terms and conditions as are not inconsistent with this Agreement. The Purchaser may condition the consummation of the Offer and the acceptance of the tendered shares of Common Stock on, along with other customary conditions, the participation in the Offer of the holders of a designated minimum percentage of the outstanding shares of Common Stock not owned by the Purchaser or any of its Affiliates (not to exceed 50.1%), and the tender of a sufficient number of shares of Common Stock to cause the Purchaser to own not less than 90% of the outstanding Common Stock immediately following the Offer. The Purchaser will comply with Applicable Law in the context of this Section 1(a), including without limitation, Rule 14d-10(a)(2) under the Securities Exchange Act of 1934, as amended (the “Act”). “Applicable Law” means any law (including the Act), rule, regulation, directive, ordinance, code, published governmental determination or guideline, order, treaty, convention, governmental certification requirement or other legally enforceable requirement of any Governmental Authority (as defined below). “Governmental Authority” means any national government or the government of any state or other political subdivision, and departments, courts, commissions, boards, bureaus, ministries, agencies or other instrumentalities of any of them having jurisdiction over the transactions contemplated hereby or by the Offer.

(b) Agreement to Tender and not Withdraw. Subject to the terms of this Agreement, the Stockholder agrees that as promptly as practicable after the commencement of the Offer, and in any event no later than the tenth Business Day following the commencement of the Offer, the Stockholder shall irrevocably tender into the Offer all of the Owned Shares in accordance with the terms of the definitive Offer documents, free and clear of all Liens; provided, however, that the Stockholder will not be obligated to tender any Owned Shares if such tender will subject the Stockholder to liability under Section 16 of the Act. If the Stockholder acquires any Owned Shares after making such tender (or any subsequent tender with respect to the Offer), the Stockholder shall irrevocably tender into the Offer such after-acquired Owned Shares as promptly as practicable after the Stockholder acquires such Owned Shares. The Stockholder agrees that, once Owned Shares are tendered into the Offer, the Stockholder shall not withdraw the tender of such Owned Shares unless (i) the Offer shall have been terminated or shall have expired, in each case, in accordance with the terms of the definitive Offer documents, or (ii) Purchaser shall be in default hereunder or under the definitive Offer documents, or (iii) as may be permitted under Applicable Law.

2. Conditions. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction, or the waiver by the Purchaser of each of the following conditions:

(a) The Offer shall have been duly approved and authorized by the Purchaser’s Board of Directors.

3. Representations and Warranties. The Stockholder hereby represents and warrants to the Purchaser as follows:

(a) Power; Due Authorization; Binding Agreement. The Stockholder has full legal capacity, power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and, subject to the fulfillment of the obligations of Purchaser hereunder, to consummate the transactions contemplated with respect to the Stockholder by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and, except for withdrawal rights that may be required by Applicable Law, and, assuming that this Agreement is a valid and binding obligation of the Purchaser, constitutes a valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such terms may be qualified by bankruptcy, receivership, moratorium, principles of equity or similar legal concepts.

(b) Ownership of Owned Shares. On the date of this Agreement, the number of Owned Shares set forth opposite the Stockholder’s name on Schedule 1 are owned beneficially by the Stockholder and include all of the Owned Shares owned beneficially by the Stockholder or any of its Affiliates (as defined in Section 7 below), free and clear of any liens that would prevent the Stockholder from tendering its shares in accordance with this Agreement or complying with its other obligations under this Agreement. As of the date of this Agreement, the Stockholder has, and as of immediately prior to the expiration of the Offer, the Stockholder will have sole dispositive power with respect to the Owned Shares and will be entitled to dispose of the Owned Shares.

(c) No Conflicts. The execution and delivery of this Agreement by the Stockholder does not, and the performance of the terms of this Agreement by the Stockholder will not, (i) require the Stockholder to make any filing with or notification to, any Governmental Authority (other than any required filing under Applicable Law), (ii) require the consent or approval of any other Person (as defined in Section 7 below) pursuant to any agreement, obligation or instrument binding on Stockholder or the Owned Shares, (iii) except for withdrawal rights that may be required by the Applicable Law, conflict with or violate any law, rule, regulation, or published order, judgment or decree applicable to the Stockholder, or pursuant to which the Owned Shares are bound or (iv) violate any other agreement to which the Stockholder is a party relating to the Company or the Owned Shares, including any voting agreement, stockholders agreement, irrevocable proxy or voting trust, other than matters that, individually or in the aggregate, would not materially impair the ability of such Stockholder to perform its obligations hereunder or prevent, limit or restrict the consummation of any of the transactions contemplated hereby. The Owned Shares are not, with respect to the voting or transfer of such Owned Shares, subject to any other agreement, including any voting agreement, stockholders agreement, irrevocable proxy or voting trust.

(d) Acknowledgment. The Stockholder understands and acknowledges that if the Purchaser commences the Offer, it will do so in reliance upon the Stockholder’s execution, delivery and performance of this Agreement.

(e) Stockholder Capacity. The Stockholder is entering into this Agreement solely in its capacity as the beneficial owner of the Owned Shares and not any other capacity.

4. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Stockholder as follows:

(a) Power; Due Authorization; Binding Agreement. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Purchaser has full corporate power and authority to execute and deliver this Agreement, and, subject to fulfillment of the conditions of Stockholder set forth in this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes a valid and binding agreement of the Purchaser, except as such terms may be qualified by bankruptcy, receivership, moratorium, principles of equity or similar legal concepts.

(b) No Conflicts. The execution and delivery of this Agreement by the Purchaser does not, and the performance of the terms of this Agreement by the Purchaser will not, (i) require the Purchaser to obtain the consent or approval of, or make any filing with or notification to, any Governmental Authority (other than any required filings under Applicable Law, which Purchaser shall effect in accordance with such Applicable Law), (ii) require the consent or approval of any other Person pursuant to any agreement, obligation or instrument binding on the Purchaser or its properties and assets (other than any required filing under Applicable Law, which Purchaser shall effect in accordance with such Applicable Law ), (iii) except as may otherwise be required by Applicable Law, conflict with or violate any law, rule, regulation, or published order, judgment or decree applicable to the Purchaser or pursuant to which any of its assets are bound or (iv) violate any other agreement to which the Purchaser is a party.

(c) Material Non-Public Information. The Purchaser has not provided to the Stockholder any material non-public information regarding the Company or the Purchaser that has not been previously disclosed or will not otherwise be disclosed in accordance with Applicable Law, including pursuant to the Press Release (as defined below).

(d) No Tender by Purchaser. Purchaser has no intention to sell or tender any of the Common Stock beneficially owned by it, and will not tender any of those shares of Common Stock into any tender or exchange offer by a party other than an Affiliate.

(e) Purchaser Resources. Purchaser has, or prior to the date of the consummation of the Offer, will have, all of the funds necessary to consummate the transactions contemplated hereby and the Offer.

5. Certain Covenants of the Stockholder. The Stockholder hereby covenants and agrees with the Purchaser as follows:

(a) Restriction on Transfer. From the date of this Agreement and until the termination of this Agreement in accordance with its terms, except for any action contemplated by Section 1, the Stockholder shall not, directly or indirectly, (i) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, or limitation on the voting rights of, any of the Owned Shares (any such action, a “Transfer”); provided that nothing in this Agreement shall prohibit the exercise by the Stockholder of any options to purchase Owned Shares, or (ii), (x) grant any proxies or powers of attorney, deposit any Owned Shares into a voting trust or enter into a voting agreement with respect to any Owned Shares, (y) take any action that would cause any representation or warranty of the Stockholder contained in this Agreement to become untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement or (z) commit or agree to take any of the foregoing actions.

(b) Additional Shares. The Stockholder hereby agrees, during the term of this Agreement, to promptly notify the Purchaser of any new Owned Shares acquired by Stockholder or any of its Affiliates, if any, after the execution of this Agreement. Any such shares shall be subject to the terms of this Agreement as though owned by the Stockholder on the date of this Agreement; provided, however, that the Stockholder shall not be required to tender any such shares to the extent that such tendering would violate Section 16(b) of the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder.

(c) Dissenter’s Rights. Provided Stockholder receives not less ninety-five percent (95%) of the Tender Price for each of the Owned Shares, the Stockholder agrees not to exercise, nor to cause the exercise of, any dissenter’s or appraisal right in respect of the Owned Shares with respect to the transactions contemplated by the Offer.

(d) Documentation and Information. The Stockholder (i) consents to and authorizes the publication and disclosure by the Purchaser of its identity and holding of the Owned Shares, and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement, in any press release, in any documents related to the Offer, or any other disclosure document required in connection with the Offer and any related transactions (including financing transactions) so long as Purchaser effects such publications and disclosures in compliance with Applicable Law, and (ii) agrees as promptly as practicable to give to the Purchaser any information reasonably related to the foregoing it may reasonably require for the preparation of any such disclosure documents. Purchaser shall provide the materials that incorporate the information provided by the Stockholder and shall provide the Stockholder reasonable time to review and comment on such materials. The Stockholder agrees as promptly as practicable to notify the Purchaser of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent the Stockholder becomes aware that any shall have become false or misleading in any material respect.

(e) Further Assurances. From time to time, at the request of the Purchaser and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

6. Miscellaneous.

(a) Termination of this Agreement. This Agreement shall terminate upon the earlier to occur of (i) the termination or expiration of the Offer, without shares being accepted for payment thereunder and (ii) September 30, 2010 or, if at such date the Purchaser or the Company is diligently responding to comments received from the Staff of the Securities and Exchange Commission (the “SEC”), the tenth Business Day (as defined below) after the Purchaser or the Company shall have made a filing with the SEC definitively responding to all such comments.

(b) Effect of Termination. In the event of termination of this Agreement pursuant to Section 6(a), this Agreement shall become void and of no effect with no liability on the part of any party; provided, however, no such termination shall relieve any party from any liability for any breach of this Agreement occurring prior to such termination.

(c) Entire Agreement; Amendments. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the parties to this Agreement.

(d) Notices. All notices, requests and other communications to any party shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to the Purchaser:

LQ Acquisition Inc.

c/o Life Quotes, Inc.

Suite 102

8205 S. Cass Avenue

(630) 515-0276 (fax)

Attention: Robert S. Bland

With a copy (which shall not constitute notice) to:

Derico & Associates, P.C.

77 West Washington Street

Suite 500

Chicago, IL 60603

(312) 263-8618 (fax)

Attention: Gaspare G. Ruggirello

If to the Stockholder:

Zions Bancorporation

1 South Main Street

Salt Lake City, Utah 84133

Attention: Doyle Arnold

With a copy (which shall not constitute notice) to:

Zions Bancorporation

1 South Main Street

Salt Lake City, Utah 84133

Attention: Thomas Laursen, General Counsel

or such other address or facsimile number as such party may hereafter specify by like notice to the other parties. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient if received prior to 5:00 p.m., Chicago time, and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. “Business Day” means any day other than a Saturday, a Sunday, or a day on which banks are closed for business in Chicago, Illinois.

(e) Governing Law. This agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that state, regardless of the Applicable Law that might otherwise govern under applicable principles of conflicts of laws.

(f) Expenses. All expenses incurred by the Purchaser in connection with or related to the authorization, preparation or execution of this Agreement and the consummation of the transactions contemplated hereby, shall be borne solely and entirely by the Purchaser, and (except as otherwise provided herein) all such expenses incurred by Stockholder shall be borne solely and entirely by Stockholder.

(g) Jurisdiction. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or, in the event that such court does not have subject matter jurisdiction over such action or proceeding, any federal court sitting in the State of Delaware, and the parties to this Agreement irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties.

(h) Specific Performance. The parties agree that irreparable damage may occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties agree that, if for any reason a party to this Agreement shall have failed to perform its obligations under this Agreement, then the party seeking to enforce this Agreement against such nonperforming party under this Agreement shall be entitled to seek specific performance and injunctive and other equitable relief, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which they are entitled at law or in equity.

(i) WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(j) No Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by any of the parties without the prior written consent of the other parties; provided that the Purchaser may assign any of or all of its rights, interests and obligations under this Agreement to any direct or indirect wholly owned subsidiary of the Purchaser, but no such assignment shall relieve the Purchaser of any of its obligations under this Agreement. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 6(j) shall be null and void.

(k) Counterparts. This Agreement may be executed in counterparts (including by facsimile or .pdf) (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Copies of executed counterparts transmitted by telecopy, telefax or electronic transmission shall be considered original executed counterparts for purposes of this Section 6(k) provided that receipt of copies of such counterparts is confirmed.

(l) Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings when used in any document made or delivered pursuant to this Agreement unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any statute defined or referred to in this Agreement or in any agreement or instrument that is referred to in this Agreement means such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(m) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by Applicable Law in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible.

(n) No Designee Obligations. Nothing in this Agreement shall (or shall require the Stockholder to attempt to) limit or restrict any representative or designee of the Stockholder in his capacity as a director or officer of the Company from acting in such capacity or voting in such person’s sole discretion on any matter.

(o) No Ownership Interest. Nothing in this Agreement shall be deemed to vest in Purchaser any direct or indirect ownership or incidence of ownership of or with respect to any Owned Shares. All rights, ownership and economic benefits of and relating to the Owned Shares shall remain vested in and belong to the Stockholder until tendered pursuant to the Offer and acquired pursuant thereto.

(p) Notice of Certain Events. Purchaser agrees to promptly notify the Stockholder of any development occurring after the date hereof and while this Agreement remains in effect that causes, or that would reasonably be expected to cause, any breach of any representation of covenant of Purchaser set forth herein.

7. Definitions.

(a) “Affiliate” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under common control with such Person, with control in such context meaning the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“Person” means any individual, corporation, partnership, limited liability company, trust, estate, Governmental Authority or any other entity.

The parties have caused this Agreement to be duly executed as of the day and year first above written.


LQ ACQUISITION, INC.

By:		/s/ Robert S. Bland
Name:		Robert S. Bland
Title:		President & Chief Executive Officer

ZIONS BANCORPORATION

By:		/s/ Zions Bancorporation
Name:
Title:

SCHEDULE 1


		OWNED SHARES
Zions Bancorporation:		2,363,636

EX-2 3 dex2.htm AMENDMENT TO INVESTOR RIGHTS AGREEMENT Amendment to Investor Rights Agreement

Exhibit 2

ZIONS BANCORPORATION

June 4, 2010

Doyle L. Arnold

Vice Chairman

Chief Financial Officer

Life Quotes, Inc.

8205 South Cass Avenue

Suite 102

Darien, IL 60561

Attn: President & CEO

Robert S. Bland

1512 Willow Creek Lane

Darien, IL 60561

William V. Thoms

630 North Edgewood

LaGrange Park, IL 60526

Re: Investor Rights Agreement

Gentlemen:

Reference is made to the Investor Rights Agreement dated as of March 1, 2004 by and between the parties listed above and Zions Bancorporation (the “Agreement”).

Zions Bancorporation hereby waives its Tag-Along Rights and its Right of First Refusal as set forth in the Agreement, but only as to the tender offer to be commenced by LQ Acquisition, Inc. as referenced in the attached Share Tender Agreement dated as of June , 2010 by and between LQ Acquisition, Inc. and Zions Bancorporation.

Please sign two original copies of this letter agreement and return one copy to the undersigned.

Very truly yours,


Zions Bancorporation

By:		/s/ D.L. Arnold
Its:		Chief Financial Officer

[Signature Page Follows]

One South Main, 15th Floor, Salt Lake City, UT 84111 | (801) 844-7639 Fax (801) 524-2129 | doyle.arnold@zionsbancorp.com


LIFE QUOTES, INC.

By:		/s/ Robert S. Bland
Its:		Chief Executive Officer

Dated: 6-4-10

/s/ Robert S. Bland

ROBERT S. BLAND

Dated: 6-4-10

/s/ William V. Thoms

WILLIAM V. THOMS

Dated: 6-4-10

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