UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1999
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to _________
Commission File Number ..................................................0-2610
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
Item 1. CHANGES IN THE PLAN
The Plan was completely amended and restated as of October 1, 1992, with certain
provisions retroactively effective as of January 1, 1989. In 1994, the Plan was
amended for the purpose of maintaining its qualification under Internal Revenue
Code pursuant to the Tax Reform Act of 1986 and, in order to conform the Plan to
the requirements of the Unemployment Compensation Act of 1992 and the Omnibus
Budget Reconciliation Act of 1993 and to facilitate the merger of the National
Bank of Arizona Savings and Retirement Plan and the Rio Salado Bancorp. Inc.
Retirement Plan into the Plan. No changes were made in the Plan during the year
1999.
Item 2. CHANGES IN INVESTMENT POLICY
During 1997 the Plan increased the number of investment fund types it maintains
from four to nine. The separate types of investment funds maintained by the Plan
are as follows: (i) company securities, which consists of Company stock and
short-term investments pending the acquisition of Company securities; (ii)
Accessor Growth Portfolio, which seeks capital growth by investing primarily in
companies and industries from the 500 U.S. issuers with the largest market
capitalization and well-established records of growth in profits and earnings;
(iii) Accessor Value and Income Portfolio, which seeks a high level of current
income and capital growth by investing primarily in companies and industries
from the 500 U.S. issuers with the largest market capitalization and attractive
valuation levels; (iv) Accessor Small to Mid Cap Portfolio which seeks capital
growth by investing primarily in equity securities of small-to-medium sized
companies with high growth potential; (v) Accessor International Equity
Portfolio which seeks the growth of capital by investing primarily in equity
securities of companies domiciled in countries other than the United States;
(vi) Accessor Intermediate Fixed-Income Portfolio which seeks the generation of
current income by investing in fixed-income securities; (vii) Accessor
Short-Intermediate Fixed-Income Portfolio which seeks preservation of capital
and generation of current income by investing primarily in fixed-income
securities, including government bonds, corporate bonds and mortgage-backed
securities, (viii) Accessor Mortgage Securities Portfolio which seeks a high
level of current income by investing in mortgage-related securities; and (ix)
U.S. Government Money Portfolio which seeks maximum current income consistent
with the preservation of principal and liquidity, investing primarily in
short-term obligations issued by or guaranteed by the U.S. Government, its
agencies or instrumentalities. No changes in investment policy were made during
the year 1999.
Item 3. CONTRIBUTIONS UNDER THE PLAN
The Company's contributions are measured by reference to employee contributions
and are not discretionary.
Item 4. PARTICIPATING EMPLOYEES
There were 5,476 participating employees in the Plan on December 31, 1999.
Item 5. ADMINISTRATION OF THE PLAN
(a) Zions Bancorporation is the Plan administrator. The Company's Board of
Directors has appointed an Administrative Committee consisting of six
persons. The Committee has full power and authority to administer the Plan
and to interpret its provisions. The present members of the Committee and
their positions held are:
Member Position - Company
--------------------------- ------------------------------------------------------------
Clark B. Hinckley, Chairman Senior Vice President of Zions Bancorporation
Harris H. Simmons President and Chief Executive Officer of Zions Bancorporation
Dale M. Gibbons Executive Vice President of Zions Bancorporation
W. David Hemingway Executive Vice President of Zions Bancorporation
Richard G. Crandall Vice President of Zions First National Bank
Russell W. Miller President of Zions Insurance Agency, Inc.
The address of each fiduciary listed above is One South Main, Suite 1380,
Salt Lake City, Utah 84111.
(b) No compensation is paid to the Committee members by the Plan. All expenses
of the Plan and its administration are paid by the Company.
ITEM 6. CUSTODIAN OF INVESTMENTS
(a) Zions First National Bank, One South Main Street, Salt Lake City, Utah
84111 is the custodian and trustee.
(b) The custodian receives no compensation from the Plan.
Item 7. REPORTS TO PARTICIPATING EMPLOYEES
Participating employees are furnished an annual statement reflecting the status
of their accounts as of the end of the fiscal year.
Item 8. INVESTMENT OF FUNDS
As elected by participants, approximately sixty nine percent of the assets of
the Plan are invested in securities of the Company, and approximately twenty six
percent in Accessor Funds.
Item 9. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements Page
----
Report of Independent Auditors 1
Statements of Net Assets Available for Benefits -
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits -
Years ended December 31, 1999, 1998, and 1997 3
Notes to Financial Statements 4
Schedules -
Schedule I 9
Schedules II and III have been omitted for the reasons
that they are not required or are not applicable, or the
required information is shown in the financial statements
or notes thereto.
(b) Exhibits - Consent of Independent Certified Public Accountants
Independent Auditors' Report
The Trust Committee
Zions Bancorporation
Employee Investment Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Zions Bancorporation Employee Investment Savings Plan as of December 31, 1999
and 1998, and the related statements of changes in net assets available for
benefits for each of the years in the three-year period ended December 31, 1999.
These financial statements are the responsibility of the plan administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
plan administrator, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of Zions
Bancorporation Employee Investment Savings Plan as of December 31, 1999 and
1998, and the changes in net assets available for benefits for each of the years
in the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999, is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic 1999 financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
April 29, 2000
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
------------ ------------
Assets:
Cash and cash equivalents ............. $ 175 28,747
Investments, at fair value:
Zions Bancorporation common stock .. 112,880,506 111,008,195
Accessor funds ..................... 42,878,259 28,257,934
U.S. government reserves ........... 5,621,305 2,802,271
Money market accounts .............. 100,153 --
Employee loans ..................... 1,599,442 1,469,143
------------ ------------
163,079,665 143,537,543
Contributions receivable:
Employee ........................... 218,876 270,707
Employer ........................... 44,853 56,060
Dividends receivable .................. -- 249,399
Interest receivable ................... 5,859 1,319
------------ ------------
Net assets available for benefits .......... $163,349,428 144,143,775
============ ============
See accompanying notes to financial statements.
2
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1999, 1998, and 1997
1999 1998 1997
------------- ------------- -------------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments ......... $ 1,799,371 34,672,299 36,818,202
Dividends ............................................. 1,746,064 1,402,606 3,053,076
Interest .............................................. 369,275 156,435 279,067
------------- ------------- -------------
3,914,710 36,231,340 40,150,345
------------- ------------- -------------
Contributions:
Employee .............................................. 7,942,996 4,893,777 2,715,037
Employer .............................................. 1,632,180 991,783 543,577
------------- ------------- -------------
9,575,176 5,885,560 3,258,614
------------- ------------- -------------
Transfers:
Nonaffiliated plans ................................... 10,280,324 3,248,154 4,132,145
Affiliated plan ....................................... 21,288,158 -- --
------------- ------------- -------------
31,568,482 3,248,154 4,132,145
------------- ------------- -------------
Total additions ............................... 45,058,368 45,365,054 47,541,104
------------- ------------- -------------
Deductions from net assets - benefits paid to participants ... (25,852,715) (8,709,825) (4,550,690)
------------- ------------- -------------
Net increase .................................. 19,205,653 36,655,229 42,990,414
Net assets available for benefits:
Beginning of year ........................................ 144,143,775 107,488,546 64,498,132
------------- ------------- -------------
End of year .............................................. $ 163,349,428 144,143,775 107,488,546
============= ============= =============
See accompanying notes to financial statements.
3
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Plan Description
The following description of the Zions Bancorporation Employee Investment
Savings Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
(a) General
The Plan is a single employer contributory plan that is designed to
provide retirement benefits for eligible employees under a pretax
salary reduction (deferral) arrangement and, if employees so elect, an
opportunity to acquire stock ownership in Zions Bancorporation (the
Company). The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, (ERISA).
Effective July 22, 1999, the Company terminated the Zions
Bancorporation Profit Sharing Plan (the Profit Sharing Plan). Upon
termination of the Profit Sharing Plan, all of the Profit Sharing
Participants' outstanding balances were transferred to, and merged
with, the Plan. This transfer totaled $21,288,158 and is reflected on
the accompanying statements of changes in net assets available for
benefits as transfers from affiliated plan. Transfers from
non-affiliated plans are the result of bank mergers effected by the
Company.
(b) Eligibility
Participation in the Plan is voluntary. An employee is eligible to
become a participant on January 1, April 1, July 1, or October 1,
whichever coincides with, or immediately follows, the latter of the
date on which the employee completes at least 1,000 hours of service
during 12 continuous months and attains the age of 21. At December 31,
1999 and 1998, there were 5,476 and 3,893 participants, respectively,
in the Plan.
(c) Employee and Company Contributions
Participants may elect to contribute one to fifteen percent of their
compensation to the Employee Investment Savings Plan, limited by
participant contributions made to the Zions Bancorporation Employee
Stock Savings Plan. The Company contributes an amount equal to 25
percent of the contribution made by each participant up to five
percent of their compensation with no match made on contributions in
excess thereof. The maximum amount a participant may contribute to the
Plan in a calendar year is the lesser of fifteen percent of their
compensation, or $10,000 for 1999 and 1998.
(d) Allocation of Income or Loss
Investment income or loss is allocated to each participant's account
in proportion to the investment shares held in that participant's
account to the total investment shares held in the Plan.
4 (continued)
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(e) Vesting and Payment of Benefits
Employee contributions and the employees' share of the Company
contributions are 100 percent vested at all times. Benefits are paid
upon death, disability, retirement, or earlier, subject to certain
restrictions. Benefits are paid in shares of stock and/or cash
pursuant to the nature of the investment vehicle selected by the
participant.
(f) Investment Options
As of December 31, 1999, the Plan maintains three separate types of
investment funds: (i) Company securities, which consist of Company
stock; (ii) Accessor funds, consisting of seven investment options
(Accessor growth fund adv class, Accessor value and income adv class,
Accessor small to mid-cap adv class, Accessor international equity adv
class, Accessor intermediate fixed income adv class, Accessor mortgage
securities adv class, and Accessor short-term intermediate fixed
income adv class); and (iii) Fidelity U.S. government reserves.
(g) Participant Loans
Beginning October 1, 1992, a participant who is an active employee may
apply for and obtain a loan of up to the lessor of $50,000 or 50
percent of the eligible amounts in their account. Loans are secured by
the participant's account. Loan repayment is made through payroll
deduction.
(h) Plan Amendments
In 1998, the Benefits and Pension Committee approved amendments to the
terms of the Plan. The following significant amendments became
effective January 1, 1999. Enrollment date frequency has been changed
from semi-annually to quarterly. Employees must be 21 and must have
completed 1 year of eligibility service in order to participate in the
Plan. However, the definition of one year of eligibility service has
been expanded to include employees for whom one year has past since
(a) commencement date with a previous employer that sponsored a
similar 401(k) plan in which the employee participated and (b)
commencement date with a Merged Employer. The amount by which a
participant's annual compensation is reduced under the Salary
Reduction Agreement may be changed by a participant no more than once
in any quarter. A participant may elect to transfer assets between
funds up to three times in any calendar quarter, each at least five
business days apart. Funds available for withdrawal have been amended
to include funds available from rollover contributions. If a
participant has made a rollover contribution in the Plan, and if the
participant's accrued benefit at the time of such a withdrawal request
is or has been greater than $5,000, no withdrawal may be made prior to
normal retirement age unless the participant first consents in
writing. Hardship withdrawals from a participant's rollover account
will have no effect upon any benefits provided under the Plan. The
limit for lump-sum payments to disabled participants is $5,000.
(i) Plan Termination
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue contributions at any time and to
terminate the Plan subject to provisions of ERISA.
5 (continued)
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(2) Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by
the Plan in the preparation of its financial statements:
(a) Basis of Presentation
The Plan's financial statements are presented on the accrual basis of
accounting.
(b) Investments
Quoted market prices have been used to determine the fair value of
investments. Purchases and sales of investments are recorded on a
settlement-date basis, which does not materially differ from using the
trade-date basis required by generally accepted accounting principles.
Participant loans are valued at cost which approximates fair value.
Net unrealized appreciation represents the difference between the book
value and the market value of investments held at year-end. Book value
is the market value at the end of the previous fiscal year, or cost if
the investment was purchased during the year.
(c) Cost of Administration
All costs of administration are currently being paid by the Company,
however the costs of administration may be paid by the Plan.
(d) Cash and Cash Equivalents
Cash and cash equivalents include cash and short-term investments with
maturity dates of 90 days or less.
(e) Reclassifications
Certain reclassifications have been made in the 1998 and 1997
financial statements to conform with the 1999 presentation.
(f) Use of Estimates
The preparation of the financial statements and supplemental schedule
in conformity with generally accepted accounting principles requires
the plan administrator to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and supplemental schedule and the reported amounts of
changes in net assets during the reporting period. Actual results
could differ from those estimates.
6 (continued)
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(g) Concentration of Investments
Included in the Plan's net assets available for benefits at December
31, 1999 and 1998 are investments in common stock of the Company
amounting to $112,880,506 and $111,008,195, respectively, whose value
could be subject to change based on market conditions. These
investments represented 2.23 percent and 2.13 percent ownership of the
Company's outstanding common stock at December 31, 1999 and 1998,
respectively.
(3) Tax Status
The Plan obtained its latest determination letter on June 5, 1996, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable provisions of the Internal Revenue Code
(IRC) and therefore are exempt from Federal income taxes. The Plan has been
amended since receiving the determination letter and has submitted to the
Internal Revenue Service for a determination letter. In the opinion of the
plan administrator and the Plan's tax counsel the Plan is designed and is
currently being operated in compliance with the applicable provisions of
the IRC.
(4) Zions Bancorporation Common Stock
At December 31, 1999 and 1998, the investment in common stock of the
Company consisted of 1,907,168 and 1,779,691 shares, respectively.
(5) Investments
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters (SOP
99-3). SOP 99-3 simplifies the disclosure for certain investments and is
effective for plan years ending after December 15, 1999, with earlier
application encouraged. The Plan adopted SOP 99-3 during the Plan year
ended December 31, 1999. Accordingly, information previously required to be
disclosed about participant-directed fund investment programs are not
presented in the Plan's 1999 financial statements.
The following investments represent five percent or more of the net assets
available for plan benefits at December 31:
1999 1998
------------ ------------
Zions Bancorporation common stock ... $112,880,506 133,545,842
Accessor growth fund adv class ...... 15,777,590 8,495,197
Accessor small-to-mid cap ........... 9,124,792 n/a
7 (continued)
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Net appreciation (depreciation) on the Plan's assets during the year ended
December 31, 1999 was as follows:
1999
-----------
Zions Bancorporation common stock ... $(4,618,395)
Accessor mutual funds ............... 6,417,766
-----------
$ 1,799,371
===========
8
SCHEDULE I
----------
ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
(a) (d)
Party in (b) (c) Current
interest Issuer Investment description value
- -------- --------------------- ------------------------------------------------ --------------
Investments at fair value determined by quoted
market prices:
* Zions Bancorporation Zions Bancorporation common stock
(1,901,168 shares) $112,880,506
Accessor Accessor International Equity (ACIEX)
Accessor mutual fund (260,737 units) 5,611,064
Accessor Accessor Growth (AGROX)
Accessor mutual fund (449,662 units) 15,777,590
Accessor Accessor Intermediate Fixed Income (AIFIX)
Accessor mutual fund (339,927 units) 3,841,178
Accessor Accessor Mortgage (AMSFX)
Accessor mutual fund (117,070 units) 1,402,496
Accessor Accessor Short Fixed Income (ASIFX)
Accessor mutual fund (74,250 units) 878,377
Accessor Accessor Small/ Mid (ASMCX)
Accessor mutual fund (333,161 units) 9,124,792
Accessor Accessor Value/ Income (AVAIX)
Accessor mutual fund (301,603 units) 6,242,762
Accessor Accessor U.S. Government Money
Accessor mutual fund (5,642,572 units) 5,621,305
* Zions Bancorporation Participant loans (interest rates ranging
from 7% to 10%) 1,599,442
* Zions Bancorporation Money market accounts 100,153
-----------
$163,079,665
===========
Notes:
* Party-in-interest
There were no nonexempt party-in-interest transactions.
There were no assets which were both acquired and disposed of during
the year.
See accompanying notes to financial statements.
9
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
June 28, 2000 ZIONS BANCORPORATION
EMPLOYEE INVESTMENT SAVINGS PLAN
By: /s/ Harris H. Simmons
-----------------------------
Name: HARRIS H. SIMMONS, President
and Chief Executive Officer of
Zions Bancorporation