UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] 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 STOCK 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
FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements PAGE
----
Reports of Independent Auditors 1-2
Statements of Net Assets Available for Benefits -
December 31, 2000 and 1999 3
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2000 4
Notes to Financial Statements 5
Schedules -
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 9
Schedule H, Line 4j - Schedule of Reportable Transactions 10
(b) Exhibits - Consents of Independent Certified Public Accountants
Report of Independent Auditors
The Trust Committee
Zions Bancorporation Employee Stock Savings Plan
We have audited the accompanying statement of net assets available for benefits
of Zions Bancorporation Employee Stock Savings Plan as of December 31, 2000 and
the related statement of changes in net assets available for benefits for the
year then ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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 management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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 the Plan at
December 31, 2000, and the changes in its net assets available for benefits for
the year then ended, in conformity with accounting principles generally accepted
in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
(held at end of year) as of December 31, 2000, and reportable transactions for
the year then ended, are presented for purposes of additional analysis and are
not a required part of the financial statements but are 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. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
are fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young
June 22, 2001
1
Independent Auditors' Report
The Trust Committee
Zions Bancorporation
Employee Stock Savings Plan:
We have audited the accompanying statement of net assets available for
benefits of Zions Bancorporation Employee Stock Savings Plan as of December
31, 1999. This financial statement is the responsibility of the Plan's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statement. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the net assets available for benefits of Zions
Bancorporation Employee Stock Savings Plan as of December 31, 1999, in
conformity with accounting principles generally accepted in the United States
of America.
/s/ KPMG LLP
January 24, 2000
2
Zions Bancorporation Employee Stock Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2000 1999
----------- -----------
ASSETS
Investments, at fair value:
Zions Bancorporation common stock $97,922,854 $86,491,522
Money market account 361 21,723
----------- -----------
97,923,215 86,513,245
Receivables:
Participant contributions 165,223 186,891
Employer contributions 82,612 93,435
Interest 599 775
----------- -----------
248,434 281,101
----------- -----------
Net assets available for benefits $98,171,649 $86,794,346
=========== ===========
SEE ACCOMPANYING NOTES.
3
Zions Bancorporation Employee Stock Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2000
ADDITIONS
Investment income:
Net appreciation in fair value of investments
in Zions Bancorporation common stock $ 6,236,163
Dividends 1,348,486
Interest 7,329
-----------
7,591,978
Contributions:
Participant 8,184,306
Employer 4,092,149
-----------
12,276,455
Total additions 19,868,433
DEDUCTIONS
Benefits paid directly to participants 8,491,130
-----------
Net increase 11,377,303
Net assets available for benefits:
Beginning of year 86,794,346
-----------
End of year $98,171,649
===========
SEE ACCOMPANYING NOTES.
4
Zions Bancorporation Employee Stock Savings Plan
Notes to Financial Statements
December 31, 2000
1. DESCRIPTION OF THE PLAN
The following description of the Zions Bancorporation Employee Stock 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.
GENERAL
The Plan is a single employer defined contribution plan that is designed to
provide retirement benefits for eligible employees under either a pre-tax or
post-tax salary reduction arrangement by offering employees 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 (ERISA)
of 1974.
ELIGIBILITY
Participation in the Plan is voluntary. An employee is eligible to participate
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. In addition, the definition of one year of eligibility service includes
employees for whom one year has past since (a) the commencement date with a
previous employer that sponsored a similar 401(k) plan in which the employee
participated and (b) the commencement date with a Merged Employer.
PARTICIPANT AND COMPANY CONTRIBUTIONS
Each year, participants may make voluntary contributions up to 15 percent of
their pre-tax annual compensation, as defined in the Plan. Company contributions
are equal to 50 percent of the amount contributed by the participant up to five
percent of their total compensation. The maximum amount a participant may
contribute to the Plan in a calendar year, in conjunction with the Employee
Stock Savings Plan, is $10,500 for 2000.
5
Zions Bancorporation Employee Stock Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) plan earnings. Investment
income or loss is allocated to each participant's account in proportion of the
investment shares held in that participant's account to the total of investment
shares held in the Plan.
VESTING AND PAYMENT OF BENEFITS
Participants are fully vested in their participant accounts at all times.
Benefits are paid upon death, disability, retirement, or earlier subject to
certain restrictions, as defined in the Plan document. Benefit payments are paid
in shares of stock.
PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to provisions of ERISA.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements are prepared on the accrual basis of
accounting.
ADMINISTRATIVE EXPENSES
Administrative expenses are currently being absorbed by the Company, although
the Plan may bear the costs of administration.
INVESTMENT VALUATION AND INCOME RECOGNITION
The investment in common stock of the Company is valued at its quoted market
price. Purchases and sales of securities are recorded on a trade-date basis.
Dividend income is recorded on the ex-dividend date. Interest income is recorded
on the accrual basis.
6
Zions Bancorporation Employee Stock Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from such estimates.
CONCENTRATION OF INVESTMENTS
Included in the Plan's net assets available for benefits at December 31, 2000
and 1999, are investments in common stock of the Company amounting to
$97,922,854 and $86,491,522, respectively, whose value could be subject to
change based upon market conditions. These investments represent 1.80 and 1.71
percent ownership of the Company's outstanding common stock at December 31, 2000
and 1999, respectively. At December 31, 2000 and 1999, the investment in common
stock of the Company consisted of 1,568,334 and 1,461,314 shares, respectively.
3. TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated June 5, 1996, stating that the Plan is qualified under Section 401(a) of
the Internal Revenue Code (the Code) and, therefore, the related trust is exempt
from taxation. Subsequent to this issuance of the determination letter, the Plan
was amended. Once qualified, the Plan is required to operate in conformity with
the Code to maintain its qualification. The plan administrator believes the Plan
is being operated in compliance with the applicable requirements of the Code
and, therefore, believes that the Plan, as amended, is qualified and the related
trust is tax exempt.
4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
DECEMBER 31,
2000
------------
Net assets available for benefits per the financial statements $ 98,171,649
Amounts allocated to withdrawn participants (225,299)
------------
Net assets available for benefits per the Form 5500 $ 97,946,350
============
7
Zions Bancorporation Employee Stock Savings Plan
Notes to Financial Statements (continued)
4. DIFFERENCES BETWEEN FINANCIAL STATEMENTS AND FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
YEAR ENDED
DECEMBER 31,
2000
------------
Benefits paid to participants per the financial statements $8,491,130
Amounts allocated on Form 5500 to withdrawn participants
at December 31, 2000 225,299
----------
Benefits paid to participants per the Form 5500 $8,716,429
==========
Amounts allocated to withdrawn participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
year-end but not yet paid.
8
Zions Bancorporation Employee Stock Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
EIN: 87-0227400 Plan: 004
December 31, 2000
(b)
IDENTITY OF ISSUER,
BORROWER, LESSOR, OR (c) (d) (e)
(a) SIMILAR PARTY DESCRIPTION OF INVESTMENT COST CURRENT VALUE
- --- -------------------- --------------------------------- -------- -------------
* Zions Bancorporation Zions Bancorporation common stock
(1,568,334 shares) $43,097,746 $97,922,854
* Zions Bancorporation Money market account 361 361
----------- -----------
$43,098,107 $97,923,215
=========== ===========
* Indicates party-in-interest to the plan
9
Zions Bancorporation Employee Stock Savings Plan
Schedule H, Line 4j - Schedule of Reportable Transactions
EIN: 87-0227400 Plan: 004
Year ended December 31, 2000
(h)
(a) (b) (c) CURRENT VALUE (i)
IDENTITY OF PARTY INVOLVED DESCRIPTION OF PURCHASE (d) (g) OF ASSET ON NET GAIN
INVESTMENT PRICE SELLING PRICE COST OF ASSET TRANSACTION DATE (LOSS)
- -------------------------- -------------- ----------- ------------- ------------- ---------------- ----------
Category (iii) - series of transactions in excess of 5% of the Plan assets
- -------------------------- -------------- ----------- ------------- ------------- ---------------- ----------
Zions Bancorporation Common stock $ -- $ 8,499,401 $ 3,994,718 $ 8,499,401 $4,504,683
Zions Bancorporation Common stock 13,694,570 -- 13,694,570 13,694,570 --
There were no category (i), (ii), or (iv) reportable transactions during the
year ended December 31, 2000. Columns (e) and (f) are not applicable.
10
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 29, 2001
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
By: /s/ Harris H. Simmons
-----------------------------------
Name: HARRIS H. SIMMONS, President
and Chief Executive Officer of
Zions Bancorporation