Exhibit 99.2
ZIONS BANCORPORATION
and
AmegyBank of Texas
Collection of Great Banks in the Best Markets
Strategic Rationale
Expands the “Highest Growth Footprint in Banking”
Growth dynamics of Texas consistent with attractive growth dynamics in Zions’ existing markets Scale of Texas market provides substantial opportunities for long term above average growth Pro forma company has most attractive footprint in banking
Complementary Operating Models
Consistent with Zions’ “Collection of Great Banks” operating philosophy
No change to Amegy’s positioning in Texas marketplace and operating strategy (brand, image, people, and culture)
Distinct community identity Strong local management
Influential board members and senior executives with strong ties to the community Responsive customer service
1
Strategic Rationale
Enhances Diversification
Meaningful geographic diversification
Manageable Execution Risk
Zions has had meaningful success entering other states via acquisitions Meaningful integration experience No change in Amegy’s operating model Senior management and customer-facing employees to remain with Amegy Strong credit culture and asset quality ratios
Financially Attractive
Accretive to cash EPS in year 1 (1) and GAAP EPS in year 2 Conservative cost savings assumptions IRR of 14%
(1) Excluding integration charges
2
Zions Bancorporation
A Growth Story
Unique community banking model – very compatible with Amegy’s business model
Highest growth footprint in banking – just got better Attractive niche businesses Strong organic growth Successful acquisition track record
3
Amegy Bank
Another Growth Story
A great community bank
Largest independent bank in Houston
3rd largest independent commercial bank in Texas
One of the nation’s most attractive growth markets
8th largest economy in the world
2nd fastest growing population in U. S. (1990-2000)
2/3rds of Texas economic activity occurs in Houston and Dallas
Attractive niche businesses with leading cash management product
75% of growth internally generated
4
Amegy Bank
Another Growth Story $7.6 billion in assets today from $50 million in 1990 $5.8 billion in loans
$4.7 billion in deposits
5-year CAGR of loans – 18%
5-year CAGR of revenue/share – 17%
15-year CAGR of return to shareholders – 24% 5-year average NCOs of 0.18% More than 200 calling officers
Known for customer service and community partnerships
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Transaction Summary
Implied Consideration Per Share (1): $23.32 per Amegy share (1)
Stock / Cash Election: Shareholders to elect between Zions common stock and cash, in either case having a value equal to $8.50 plus 0.2020 Zions shares
Form of Consideration: Approximately 65% stock / 35% cash (1)
Implied Aggregate Value: $1.70 billion (1)
Stock Component: Approximately 15.0 million Zions shares
Cash Component: $600 million
Tax Structure: Tax-free reorganization (cash taxed as capital gains)
(1) Based on Zions stock price of $73.36 and assumption of Treasury stock method for all outstanding options
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Transaction Summary
Walk-away/Caps/Collars: None
Termination Fee: $60 mm
Amegy Board One Amegy Board member added to Zion’s Board of Directors
Representation:
Due Diligence: Completed
Approvals: Amegy: Shareholder approval
Zions: Regulatory approval
Amegy Quarterly Dividend: Immediately raised from $0.03 per share to $0.11 per share
Expected Closing: December 2005
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Highest Growth Footprint in Banking
ZIONS
ABNK
Top Third Growth States Middle Third Growth States Bottom Third Growth States
Source: US Census Bureau
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…Only Gets Better
ZIONS
Top Third Growth States Middle Third Growth States Bottom Third Growth States
Source: US Census Bureau
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A Great Footprint
Long-Term Census Bureau Projections
Projected Population Growth 2000 – 2015
30% 25% 20% 15% 10% 5% 0%
27.22%
24.21%
21.05%
21.00%
20.98%
20.48%
20.42%
16.46%
15.95%
11.31%
California
Zions Existing Footp rint
Arizona
Texas
Utah
Washington
Idaho
Nevada
Colorado
USA
Source: US Census Bureau
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Leading Banking Footprint
2005 – 2010 Projected Weighted Average (by MSA) Population Growth
12% 10% 8% 6% 4% 2% 0%
11.4% 11.1% 10.3% 9.5%
8.9% 8.7% 8.7%
8.1%
7.7% 7.4% 7.1% 6.6%
6.5% 6.3% 6.3% 6.2%
5.7% 5.7%
5.6% 5.5%
5.1% 5.0%
3.1% 3.0% 3.0% 3.0% 3.0% 2.9% 2.4% 2.0%
Pro Forma Zions SunTrust Compass Wachovia Wells Fargo Washington Mutual Golden West Northern Trust Bank of America BB&T
AmSouth First Horizon US Bancorp National Average Regions UnionBanCal JP Morgan Fifth Third Marshall & Ilsley Comerica Huntington Citigroup Bank of New York M&T Bank PNC
Sovereign KeyCorp National City Mellon Popular
Source: SNL DataSource Note: Includes selected peers
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Complementary Operating Models
Amegy has experienced excellent growth by positioning the bank as a local community bank with “Big Bank” capabilities
Zions has a unique and successful Community Banking Model
Separate charters with local names and identities Local boards Local management teams with real authority
Localized incentive systems tied to long-term performance Consolidated technology and operations Centralized oversight of risk management
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Amegy – An Excellent Addition to our “Collection of Great Banks”
Nevada State Bank
Branches: 68 Deposits: $3.07 Rank: 4th 2004 ROAA: 1.6% 5-Yr. Dep. Growth: 8.3% 5-Yr. Asset Growth: 7.5%
California Bank & Trust
Branches: 91 Deposits: $8.3B
Rank: 8th 2004 ROAA: 1.5% 5-Yr. Dep. Growth: 8.8% 5-Yr. Asset Growth: 9.7%
National Bank of Arizona
Branches: 54 Deposits: $3.1B
Rank: 4th 2004 ROAA: 1.4% 5-Yr. Dep. Growth: 19.7% 5-Yr. Asset Growth: 17.7%
Commerce Bank of Washington
Branches: 1 Deposits: $0.4B
Rank: 16th 2004 ROAA: 1.6% 5-Yr. Dep. Growth: 5.4% 5-Yr. Asset Growth: 10.6%
Zions Bank
Branches: 133 Deposits: $8.2B
Rank: 1st (UT) / 3rd (ID) 2004 ROAA: 1.3% 5-Yr. Dep. Growth: 14.2% 5-Yr. Asset Growth: 8.8%
Vectra Bank Colorado
Branches: 40 Deposits: $1.6B
Rank: 4th 2004 ROAA: 0.8% 5-Yr. Dep. Growth: 1.4% 5-Yr. Asset Growth: 1.2%
Amegy Bank
Branches: 82 Deposits: $5.8B
Rank: 7th 2004 ROAA: 1.1% 5-Yr. Dep. Growth: 16.0% 5-Yr. Asset Growth: 20.5%
Note: Deposit and asset growth from March 31, 2000 to March 31, 2005. Rank by bank deposits in state.
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Franchise Growth
Amegy’s growth has been consistent with Zions’ superior growth rates
Loans ($bn) $35 $30 $25 $20 $15 $10 $5 $0 $14.2 $16.7 $17.1 $19.8 $18.8 $21.9 $19.7 $23.2 $22.4 $27.0 $22.7 $27.4
PFZION CAGR = 12.4 %
ZION CAGR = 11.7%
2000 2001 2002 2003 2004 3/31/05
ZION
Pro Forma ZION
Deposits ($bn) $35 $30 $25 $20 $15 $10 $5 $0 $15.1 $18.2 $17.8 $21.3 $20.1 $24.0 $20.9 $25.3 $23.3 $28.9 $23.9 $29.7
PF ZION CAGR = 12.3 %
F Z IO N CAGR = 11.4%
2000 2001 2002 2003 2004 3/31/05
ZION
Pro Forma ZION
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Historical Revenue Growth
Amegy’s fee income and overall revenue compare favorably to Zions’ historical growth
Revenue ($mm) $2,500 $2,000 $1,500 $1,000 $500 $0 $1,071 $1,261 $1,328 $1,541 $1,437 $1,677 $1,524 $1,797 $1,593 $1,916 $1,672 $2,028
PF ZION CAGR = 11.8 %
ZION CAGR = 11.0%
2000 2001 2002 2003 2004 2005 Ann.
ZION
Pro Forma ZION Non-Interest Income ($ mm)
$600 $500 $400 $300 $200 $100 $0 $268 $309 $379 $434 $402 $466 $429 $511 $433 $529 $412 $519
P F Z IO N CAGR = 13.0 %
F Z IO N CAGR = 10.7%
2000 2001 2002 2003 2004 2005 Ann.
ZION
Pro Forma ZION
Note: 2005 Annualized based on 1Q 2005 data
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Enhanced Diversification
The pro forma company will be well-balanced in many attractive states
Revenue by Segment – Today
WA 2%
CO 8%
AZ 10%
NV 11%
CA 31%
UT 38%
Revenue by Segment – Pro Forma
TX 17%
NV 9%
AZ 8%
CO 7%
WA 2%
UT/ID 31%
CA 26%
Note: Data for the year ended December 31, 2004
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Enhanced Diversification
Commercial real estate exposure will be more diversified
Zions
WA 2%
Other 4%
No. CA
7% CO 7%
UT/ID 14%
NV 16%
AZ 22%
So. CA 28%
Pro Forma Zions
WA 2%
Other 4%
No. CA
5%
CO 6%
UT/ID 12%
NV 13%
TX 17%
So. CA 23%
AZ 18%
Note: Data as of December 31, 2004
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Minimal Execution Risk
Zions’ discipline and success in integrating prior acquisitions Zions and Amegy have very similar cultures Management team stays intact Attainable cost savings primarily from back-office consolidation
Systems conversion ahead of CB&T
Address ALM issues
Shrink portfolio
Implement interest rate swap strategy NIM improves 50+ bps
Adequate pro forma capital ratios at close
Zions share buyback program to be suspended
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Similarities Between California Bank & Trust (CB&T) and Amegy
In 1997, Zions made its entry into the California market by acquiring Grossmont Bank, the largest independent bank in San Diego
Very successful franchises
Entry into large and fast-growing markets
In 1998, Zions acquired Sumitomo Bank (renamed CB&T) and has experienced significant growth and favorable operating results
Dynamics of the California and Texas markets are similar in many respects
Strong growth prospects
Large, out-of-state competitors
Excellent opportunities for well-run community banks
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Acquisition Experience in California
California and Texas markets very comparable
(as of December 31, 2004)
State Entry (1) Market Position (2) Total Assets ($bn) 4-Year Income Growth CAGR (2000—2004) 2004 ROE 2004 Cash Eff. Ratio
California 1997 #8 $10.2 18.4% 14.5% 47.9%
Texas 2005 #7 $7.5 12.1% 12.9% 63.3%
(1) Date of major acquisition (2) Rank by deposits in state
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Strong Credit Quality
(as of March 31, 2005)
Zions Amegy Combined Peer Group
% of Total Loans:
Allowance for Loan Losses 1.19% 1.05% 1.17% 1.31%
YTD Net Charge-Offs 0.12% 0.27% 0.14% 0.38%
Non-Performing Assets 0.33% 0.44% 0.35% 0.67%
Allowance for Loan Losses / Non-Performing Loans 416% 397% 413% 330%
Note: Peer group is defined as U.S. bank holding companies with assets > $10 billion
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Compatible Credit Culture
Annualized Net Losses as a % of Average Total Loans
0.80% 0.70% 0.60% 0.50% 0.40% 0.30% 0.20% 0.10% 0.00% -0.10% -0.20%
2Q99 3Q99 4Q99 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 1Q02 2Q02 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05
ZION
ABNK
Peers
Note: Peer group is defined as U.S. bank holding companies with assets > $10 billion
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Transaction Multiples
Comparable
ABNK Transaction
Mean
1-Month Premium to Market: 35.1% 25.0%
Offer Price / 52-Week High 93.2% 108.0%
Price / LTM Earnings: (1) 22.0x 22.8x
Price / Forward Earnings: 21.6 18.3
Purchase PEG Ratio (2) 1.54x 2.03x
Price / Book Value: 2.85 2.69
Price / Tangible Book Value: 4.10 4.05
Core Deposit Premium: (3) 28.0% 35.6%
(1) LTM EPS assumes Reunion and Klein acquisitions included in operations since January 1, 2004 (2) Represents purchase price / forward EPS to target’s IBES estimated long term growth rate (3) Core deposits defined as aggregate deposits excluding jumbo CDs
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Conservative Transaction Assumptions
Cost Savings: 18% cost savings; Phase-in schedule: 50% in 2006, 100% in 2007 and thereafter
Revenue Synergies: None used in model
Identifiable Intangibles: Core deposit intangible of 3.5% of Amegy’s core deposits (1) amortized over 10 years using straight-line method
Restructuring Reserve / $37.0 million (capitalized) / $31.5 million (expensed, pre-tax)
Integration Charges:
Financing: Subordinated debt and non-cumulative perpetual preferred
Earnings: Uses IBES mean estimates for 2006
Applies IBES long-term mean EPS growth rate of 14.0% for Amegy and 11.0% for Zions for 2007 and beyond
(1) Core deposits defined as aggregate deposits excluding all time deposits
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Pro Forma Earnings Impact
($ in millions)
2006E 2007E
Zions Net Income (IBES Estimate) $506 $562
Amegy Net Income (IBES Estimate) 90 100
Total Net Income $596 $662
Adjustments:
After-tax Cost Savings $16 $33
Incremental Interest Expense & B/S Restructuring Cost (22) (23)
Incremental Intangible Amortization, net (6) (7)
Other Purchase Accounting Adjustments 0 0
One-time Integration Charge (18) (1)
Pro Forma Net Income $565 $664
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Pro Forma EPS Impact
2006E 2007E
Pro Forma Diluted Shares Outstanding (mm) 107 107
Pro Forma GAAP EPS $5.31 $6.24
Zions Stand-Alone GAAP EPS (IBES Estimate) $5.53 $6.14
GAAP EPS Accretion / (Dilution) (4.1%) 1.6%
GAAP EPS Accretion / (Dilution)—Excl. One-Time Charges (1.0%) 1.6%
Pro Forma Cash EPS (1) $5.48 $6.41
Zions Stand-Alone Cash EPS (IBES Estimate) $5.63 $6.24
Cash EPS Accretion / (Dilution) (2.7%) 2.8%
Cash EPS Accretion / (Dilution)—Excl. One-Time Charges 0.3% 2.8%
IRR: 14%
(1) The difference between GAAP EPS and Cash EPS is intangible amortization
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Summary Conclusion
Compatible growth profile
Demographics of Amegy’s markets among the best in the U.S. Non-dilutive to Zions’ current growth prospects Solid track record of growth and profitability
Strong cultural affinity
Excellent credit culture
Focus on small and middle-market lending Long-term relationship with management
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Summary Conclusion
Solid transaction economics
Accretion of $0.10 per share in Zions’ earnings in 2007 Mid-teens internal rate of return
Manageable execution risk
Amegy will operate as a separate bank under current name and leadership Identified and achievable cost savings
A genuinely unique opportunity to expand the collection of great banks and create long-term value for shareholders
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Appendix
Precedent Transaction Comparison IRR Detail Value Equalization Analysis Pro Forma Balance Sheet Amegy – Historical Balance Sheet Amegy – Historical Income Statement
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Precedent Transaction Comparison
Announce Date Buyer/ Target Deal Value (mm) Price / Forward EPS Price / Tang. Book Target IBES EPS Growth Purchase PEG Ratio Core Deposit Premium (1)
01/21/03 BB&T Corp./ First Virginia Banks Inc. $3,376 17.4 x 3.19 x 7.5 % 2.33 x 26.7 %
02/16/04 National City Corp./ Provident Financial Group Inc. 2,134 16.8 2.46 8.0 2.10 21.9
03/15/04 BNP Paribas Group/ Community First Bankshares 1,217 15.7 4.50 8.0 1.96 24.4
05/07/04 SunTrust Banks Inc./ National Commerce Finl Corp. 7,433 18.8 4.51 11.2 1.67 48.3
08/02/04 Fifth Third Bancorp/ First Natl Bkshs of FL 1,530 25.0 6.30 12.0 2.08 54.6
Banco Bilbao Vizcaya Argent SA/ Laredo National
09/21/04 850 16.1 3.32 NA NA 37.6
Bancshares
Mean: 18.3 x 4.05 x 9.3 % 2.03 x 35.6 %
Median: 17.1 3.91 8.0 2.08 32.2
07/06/05 Zions Bancorp / Amegy Bancorp $1,702 21.6 x 4.10 x 14.0 % 1.54 x 28.0 %
(1) Core deposits defined as aggregate deposits excluding jumbo CDs
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IRR Detail
($ in millions)
12/31/2005 2006 2007 2008 2009 2010
Aggregate Offer Value ($1,714) - - - - -
Restructuring Expense (42) - - - - -
Net Extracted Excess Capital (1) 34 - - - - -
Amegy Net Income - $90 $100 $114 $130 $148
Expense Efficiencies - 16 33 36 38 41
Other Cash Impact - (4) (4) (4) (5) (6)
Capital to Fund Amegy Asset Growth (2) - (60) (69) (80) (91) (104)
Terminal Value (at 14.0x) - - - - - 2,881
Incremental Cash Flow ($1,722) $42 $60 $66 $72 $2,961
IRR: 14%
(1) Excess capital after $1.0 billion asset deleverage and targeting 6.0% tangible common equity ratio (2) Target tangible common equity ratio of 6.0%
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Value Equalization Analysis
Zions Share Price
Downside Illustration July 5 Closing Price 10 Day Avg at July 5 Upside Illustration
$70.00 $73.36 $73.64 $80.00
Transaction Value ($ in mm) $1,597.0 $1,644.9 $1,648.9 $1,739.5
Value per Amegy Share $22.64 $23.32 $23.38 $24.66
Implied Stock / Cash Mix 62.5% / 37.5% 63.5% / 36.5% 63.6% / 36.4% 65.5% / 34.5%
Shareholder Election Scenarios
All Stock 0.3234x 0.3179x 0.3174x 0.3083x
All Cash $22.64 $23.32 $23.38 $24.66
Fully Prorated $8.50 / 0.2020x $8.50 / 0.2020x $8.50 / 0.2020x $8.50 / 0.2020x
Note: Transaction value excludes Amegy options
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Pro Forma Balance Sheet
Estimate at Close
($ in millions) As of March 31, 2005 12/31/2005
Zions Amegy Pro Forma (1) (2)
Assets:
Tangible Assets $31,193 $7,384 $40,584
Goodwill 639 150 1,826
Core Deposit Intangible 52 25 185
Total Assets $31,883 $7,560 $42,595
Liabilities:
Deposits $23,879 $5,806 $31,851
Borrowings 4,039 989 4,415
Capital Securities 492 149 645
Other Liabilities 651 38 1,208
Total Liabilities $29,062 $6,982 $38,119
Preferred Equity - - $300
Common Equity $2,822 $577 4,176
Total Liabilities & Shareholders’ Equity $31,883 $7,560 $42,595
Leverage Ratio 8.47% 7.80% 8.07%
(1) Includes impact of $1.0 billion asset deleverage and purchase accounting adjustments
(2) Assumes IBES earnings estimates, constant dividends, and IBES asset growth rate estimates for Zion and Amegy of 10% and 13%, respectively
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Amegy
Historical Balance Sheet
($ in millions) As of December 31,
2000 2001 2002 2003 2004 3/31/05
Assets:
Cash & Cash Equivalents $411 $345 $535 $486 $342 $338
Investment Securities 848 1,068 1,201 1,549 1,985 1,919
Loans, net 2,484 2,729 3,184 3,547 4,598 4,667
Goodwill 3 3 3 26 150 150
Core Deposit Intangible 0 0 0 6 27 25
Other Assets 195 257 250 333 404 460
Total Assets $3,941 $4,402 $5,173 $5,947 $7,506 $7,560
Liabilities:
Deposits $3,094 $3,429 $3,912 $4,403 $5,620 $5,806
Borrowings 518 588 791 965 1,118 989
Capital Securities 0 0 0 52 149 149
Other Liabilities 31 23 25 28 37 38
Total Liabilities $3,643 $4,040 $4,728 $5,448 $6,925 $6,982
Common Equity $298 $362 $446 $499 $580 $577
Total Liabilities & Shareholders’ Equity $3,941 $4,402 $5,173 $5,947 $7,506 $7,560
Capital Ratios:
Tangible Common Equity / Tangible Asse 7.50% 8.16% 8.57% 7.90% 5.50% 5.45%
Leverage Ratio 7.71% 8.43% 9.43% 9.15% 7.81% 7.80%
Tier 1 Ratio 9.56% 10.35% 10.76% 10.99% 9.02% 9.18%
Total Capital Ratio 10.49% 11.27% 11.68% 11.90% 11.02% 11.16%
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Amegy
Historical Income Statement
($ in millions, except per share data) For the Year Ended December 31, Annualized
2000 2001 2002 2003 2004 2005
Net Interest Income $148.0 $157.3 $175.8 $190.5 $226.6 $ 248.8
Provision for Loan Losses (7.0) (7.5) (11.0) (11.9) (10.2) (12.4)
Net Interest Income, net $141.0 $149.8 $164.8 $178.7 $216.3 $236.4
Non-Interest Income 40.9 55.4 67.1 83.2 96.5 115.1
Non-Interest Expenses (115.9) (127.8) (145.7) (173.7) (216.6) (256.7)
Income Before Income Taxes $66.1 $77.5 $86.2 $88.1 $96.2 $94.8
Provision for Income Taxes (22.6) (24.7) (27.0) (27.4) (27.7) (27.0)
Net Income $43.5 $52.7 $59.2 $60.7 $68.5 $67.8
Diluted EPS $0.65 $0.77 $0.86 $0.87 $0.97 $0.95
Performance Ratios:
Return on Average Assets 1.23% 1.32% 1.30% 1.14% 1.05% 0.91%
Return on Average Common Equity 17.00% 15.82% 14.55% 12.86% 12.86% 11.66%
Net Interest Margin 4.57% 4.41% 4.35% 4.04% 3.99% 3.87%
Efficiency Ratio 61.20% 60.08% 60.41% 63.26% 65.52% 66.94%
Note: Annualized 2005 based on 1Q 2005 data
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Forward-Looking Statements
This presentation contains statements regarding the projected performance of Zions Bancorporation. These statements constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act. Actual results or achievements may differ materially from the projections provided in this presentation since such projections involve significant known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: competitive pressures among financial institutions increasing significantly; economic conditions, either nationally or locally in areas in which Zions Bancorporation conducts their operations, being less favorable than expected; changes in the interest rate environment reducing expected interest margins; legislation or regulatory changes, which adversely affect the ability of the company to conduct the business in which the company would be engaged; delays in adoption of digital certificates for online services. Zions Bancorporation disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein to reflect future events or developments.
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Additional Information and Where to Find It
Zions Bancorporation will file a Form S-4, Amegy Bancorporation will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Zions free of charge by contacting: Investor Relations, Zions Bancorporation, One South Main Street, Suite 1134, Salt Lake City, Utah 84111, (801) 524-4787. You may obtain documents filed with the SEC by Amegy free of charge by contacting: Controller, Amegy Bancorporation, 4400 Post Oak Parkway, Houston, Texas 77027, (713) 235-8800.
Interest of Certain Persons in the Merger
Zions, Amegy, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Amegy’s shareholders in connection with the merger. Information about the directors and executive officers of Zions and their ownership of Zions stock is set forth in the proxy statement for Zions’ 2005 Annual Meeting of Shareholders. Information about the directors and executive officers of Amegy and their ownership of Amegy stock is set forth in the proxy statement for Amegy’s 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available.
Investors should read the Form S-4 and proxy statement carefully when they become available before making any voting or investment decisions.
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