-----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, FXIMJdI8oc+tM4AwbQWWyPxGJxrcsoC+X3p3zZk7pZyRGR/2VkNG3ZCAhyzu2JC6 OCCkq13hyyvpKNNMltGx8Q== 0000109380-99-000024.txt : 19991018 0000109380-99-000024.hdr.sgml : 19991018 ACCESSION NUMBER: 0000109380-99-000024 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 7 333-85991 FILED AS OF DATE: 19991006 EFFECTIVENESS DATE: 19991006 FILER: 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: S-4MEF SEC ACT: SEC FILE NUMBER: 333-88515 FILM NUMBER: 99723568 BUSINESS ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015244787 MAIL ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 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 S-4MEF 1 FORM S-4 REGENCY BANCORP As filed with the Securities and Exchange Commission on October 5, 1999 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- ZIONS BANCORPORATION (Exact name of registrant as specified in its charter) Utah 6712 87-0227400 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification number) ---------------------------- One South Main, Suite 1380 Salt Lake City, Utah 84111 (801) 524-4787 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------ DALE M. GIBBONS Zions Bancorporation One South Main, Suite 1380 Salt Lake City, Utah 84111 (801) 524-4787 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ With copies to: STANLEY F. FARRAR GLENN T. DODD Sullivan & Cromwell Coudert Brothers 1888 Century Park East, 21st Floor 303 Almaden Blvd., Suite 500 Los Angeles, California 90067 San Jose, California 95110 (310) 712-6600 (408) 297-9982 ------------------------ Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333-85991 ------------------------- CALCULATION OF REGISTRATION FEE
==================================== ======================== =================== ======================== ====================== Proposed Proposed Amount to be maximum maximum Title of securities to be registered offering price per aggregate Amount of registered (2) share(3) offering price(3) registration fee(3) - ------------------------------------ ------------------------ ------------------- ------------------------ ---------------------- Common Stock, no par value(1) 135,865 shares N/A N/A 0.00 ==================================== ======================== =================== ======================== ======================
(1) Includes associated preferred share purchase rights. (2) The Registrant, Zions Bancorporation ("Zions"), previously filed a registration statement of Form S-4 (Commission File No. 333-85991) to cover 1,007,455 shares (the "Initial Shares") of Zions' common stock, no par value ("Zions Common Stock"), issuable in connection with the merger (the "Merger") of Regency Bancorp ("Regency") with and into Zions; Zions is filing this registration statement on Forms S-4 pursuant to Rule 462(b) with respect to an additional 135,865 shares of Zions Common Stock issuable in connection with the Merger. (3) Zions previously paid a registration fee of $15,161 in connection with the registration of the Initial Shares pursuant to Rule 457(f)(1) and 457(c) based on the high and low sales prices ($17.50) of the Regency common stock as reported on the NASDAQ National Market System on August 19, 1999 and the estimated maximum number of shares of Regency common stock (3,116,161) that may be converted into the shares of Zions Common Stock to be registered. Based on the high and low sales prices ($17.16) of the Regency common stock as reported on the Nasdaq National Market System on October 1, 1999 and the estimated maximum number of shares of Regency common stock (3,116,161) that may be converted into the shares of Zions Common Stock to be registered, the value of the transaction has not changed and no additional filing fee is required. 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 becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- INCORPORATION BY REFERENCE The contents of the Registration Statement on Form S-4, (File No. 333- 85991) originally filed by Zions Bancorporation on August 26, 1999 are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah, on the 5th day of October, 1999. ZIONS BANCORPORATION By: /s/Harris H. Simmons ----------------------------- Harris H. Simmons, President and Chief Executive Officer 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 President, Chief Executive October 5, 1999 /s/ Harris H. Simmons Officer and Director - ------------------------- Harris H. Simmons Executive Vice President October 5, 1999 /s/ Dale M. Gibbons Chief Financial Officer - ------------------------- Dale M. Gibbons * Controller October 5, 1999 - ------------------------- Nolan X. Bellon * Chairman and Director October 5, 1999 - ------------------------- Roy W. Simmons * Director October 5, 1999 - ------------------------- Jerry C. Atkin * Director October 5, 1999 - ------------------------- R.D. Cash * Director October 5, 1999 - ------------------------- L.E. Simmons * Director October 5, 1999 - ------------------------- Grant R. Caldwell * Director October 5, 1999 - ------------------------- I.J. Wagner * Director October 5, 1999 - ------------------------- Roger B. Porter * Director October 5, 1999 - ------------------------- Richard H. Madsen * Director October 5, 1999 - ------------------------- Robert G. Sarver * Director October 5, 1999 - ------------------------- Shelley Thomas *By: /s/ DALE M. GIBBONS -------------------- Dale M. Gibbons as Attorney-in-Fact EXHIBIT INDEX (Pursuant to Item 601 of Regulation S-K) Exhibit No. Description and Method of Filing - ----------- -------------------------------- 5.1 Opinion of Sullivan & Cromwell regarding the validity of the shares of Common Stock being registered (filed herewith) 5.2 Opinion of Callister, Nebeker & McCullough, a Professional Corporation, regarding the validity of the shares of Zions Common Stock being registered (filed herewith) 23.1 Consent of KPMG LLP, independent certified public accountants for Zions Bancorporation (filed herewith) 23.2 Consent of KPMG LLP, independent certified public accountants for Regency Bancorp (filed herewith) 23.3 Consent of Sullivan & Cromwell (contained in their opinion filed as Exhibit 5.1) 23.4 Consent of Callister, Nebeker & McCullough, a Professional Corporation (contained in their opinion filed as Exhibit 5.2) 23.5 Consent of Deloitte & Touche, LLP, independent auditors for Regency Bancorp (filed herewith) 23.6 Consent of Deloitte & Touche, LLP, independent auditors for First Security Corporation (filed herewith) EX-5.1 2 OPINION OF SULLIVAN & CROMWELL Exhibit 5.1 SULLIVAN & CROMWELL LETTERHEAD October 5, 1999 Zions Bancorporation, One South Main, Suite 1380, Salt Lake City, Utah 84111. Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of 135,865 shares (the "Securities") of Common Stock, without par value, of Zions Bancorporation, a Utah corporation (the "Company"), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examina tion, we advise you that, in our opinion, when the registration statement relating to the Securities (the "Registration Statement") has become effective under the Act, the terms of the sale of the Securities have been duly established in conformity with the Company's articles of Zions Bancorporation -2- incorporation, and the Securities have been duly issued as contemplated by the Registration Statement and the merger of Regency Bancorp, a California corporation, with and into the Company has been consummated, the Securities will be validly issued, fully paid and non-assessable. The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Utah, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Utah law, we have relied upon the opinion, dated October 5, 1999, of Callister Nebeker & McCullough, a Professional Corporation, and our opinion is subject to the same assump tions, qualifications and limitations with respect to such matters as are contained in such opinion of Callister Nebeker & McCullough, a Professional Corporation. Also, we have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Validity of Zions Bancorporation -3- Securities" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Sullivan & Cromwell EX-5.2 3 OPINION OF CALLISTER, NEBEKER & MCCULLOUGH Exhibit 5.2 [LETTERHEAD OF CALLISTER NEBEKER & McCULLOUGH] 5 October 1999 Zions Bancorporation One South Main, Suite 1380 Salt Lake City, Utah 84111 Ladies and Gentlemen: We have acted as special Utah counsel to Zions Bancorporation, a Utah corporation (the "Company"), in providing this opinion with respect to the registration under the Securities Act of 1933 (the "Act") of 135,865 (the "Shares") of the Company's common stock, no par value. This opinion is being delivered to you pursuant to your request. In connection with this representation, we have examined the originals, or copies identified to our satisfaction, of such minutes, agreements, corporate records and filings and other documents necessary to or appropriate for our opinion contained in this letter (the "Transaction Documents"). In our examination of the Transaction Documents, we have assumed the genuineness of all signatures which existed on those documents and have assumed the authenticity and regularity of each of the Transaction Documents submitted to us. We have also relied as to certain matters of fact upon representations made to us by public officials, officers and agents of the Company, and other sources we believe to be responsible. Based upon and in reliance on the foregoing, it is our opinion that the Shares will be, when issued in accordance with the Transaction Documents, including the registration statement relating to the Shares (the "Registration Statement"), duly and validly issued and fully paid and non-assessable under the Utah Revised Business Corporation Act. Although we have reviewed the Transaction Documents, and have made such inquiries as we deem appropriate under the circumstances, we have not verified independently the existence or absence of all of the facts set forth in each such Transaction Document. Our opinion, as set forth herein, is subject to the following further qualifications: (A) This opinion speaks only as of its date and you understand that this firm has no obligation to advise you of any changes of law or fact that occur after the date of this opinion, even if the change may affect the legal analysis, a legal conclusion or any informational confirmation in this opinion. (B) Members of our firm are admitted to the Bar in the State of Utah. This opinion is limited to the laws of the State of Utah (excluding the securities laws of the State of Utah), and we have not been asked to address nor have we addressed or expressed an opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinion is rendered only with respect to Utah laws and the rules, regulations and orders thereunder that are currently in effect. We consent to Sullivan & Cromwell's relying as to matters of Utah law upon this opinion in connection with the opinion to be rendered by them in conjunction with the Registration Statement. We also hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. This opinion is furnished to you solely for your benefit in connection with the closing of the transactions contemplated by the Registration Statement, may not be relied upon by any other person, and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express prior written permission. Very truly yours, /s/CALLISTER NEBEKER & McCULLOUGH A Professional Corporation EX-23.1 4 CONSENT OF KPMG LLP Exhibit 23.1 Consent of Independent Certified Public Accountants The Board of Directors Zions Bancorporation: We consent to the use of our report dated January 26, 1999, with respect to the consolidated financial statements of Zions Bancorporation as of December 31, 1998 and 1997, and for each of the years in the three-year period ended December 31, 1998 incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the proxy statement/prospectus. /s/ KPMG LLP KPMG LLP October 4, 1999 Salt Lake City, Utah EX-23.2 5 CONSENT OF KPMG LLP EXHIBIT 23.2 Independent Auditors' Consent The Board of Directors Regency Bancorp: We consent to the incorporation by reference herein of our report dated February 5, 1999 relating to the consolidated balance sheet of Regency Bancorp and subsidiaries as of December 31, 1998 and the related consolidated statements of operations, changes in shareholders' equity and cash flows for the year ended December 31, 1998, which report appears in the registration statement on Form S-4 (no. 333-85991) of Zions Bancorporation dated August 26, 1999 incorporated by reference herein and to the reference herein to our firm under the captions "experts" and "conditions to completion" in that perspectus. /s/ KPMG LLP KPMG LLP Sacramento, California October 5, 1999 EX-23.5 6 CONSENT OF DELOITTE & TOUCHE, LLP Exhibit 23.5 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Zions Bancorporation on Form S-4 of our report dated February 4, 1998, appearing in the Annual Report on Form 10-K of Regency Bancorp for the year ended December 31, 1998 and to the reference to us under the heading "Experts" in Registration Statement number 333-85991 on Form S-4 which is incorporated by reference herein. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Fresno, California October 5, 1999 EX-23.6 7 CONSENT OF DELOITTE & TOUCHE, LLP Exhibit 23.6 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Zions Bancororporation on Form S-4 of our report dated February 24, 1999, appearing in the Annual Report on Form 10-K of First Security Corporation for the year ended December 31, 1998 and to the reference to us under the heading "Experts" in Registration Statement No. 333-85991 on Form S-4 which is incorporated by reference herein. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Salt Lake City, Utah October 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----