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 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
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) 10
(b) Exhibits - Consents of Independent Certified Public Accountants
Report of Independent Auditors
The Trust Committee
Zions Bancorporation Employee Investment Savings Plan
We have audited the accompanying statement of net assets available for benefits
of Zions Bancorporation Employee Investment 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 schedule of assets
(held at end of year) as of December 31, 2000, is presented for purposes of
additional analysis and is not a required part of the 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 is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young
June 25, 2001
1
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. 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 Investment Savings Plan as of December 31, 1999, in
conformity with accounting principles generally accepted in the United States
of America.
/s/ KPMG LLP
April 29, 2000
2
Zions Bancorporation Employee Investment Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2000 1999
------------ ------------
ASSETS
Cash and cash equivalents $ 13,577 $ 175
Investments, at fair value:
Zions Bancorporation common stock 112,586,800 112,880,506
Mutual funds 37,862,893 42,878,259
U.S. government reserves 5,174,279 5,621,305
Money market accounts 219 100,153
Participant loans 1,606,640 1,599,442
------------ ------------
157,230,831 163,079,665
Receivables:
Participant Contributions 179,633 218,876
Employer Contributions 37,263 44,853
Interest 3,466 5,859
------------ ------------
220,362 269,588
------------ ------------
Net assets available for benefits $157,464,770 $163,349,428
============ ============
SEE ACCOMPANYING NOTES.
3
Zions Bancorporation Employee Investment Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2000
ADDITIONS
Investment income:
Net depreciation in fair value of investments $ (2,952,434)
Dividends 3,556,627
Interest 435,763
-------------
1,039,956
Contributions:
Participant 8,176,639
Employer 1,677,380
-------------
9,854,019
Transfers from nonaffiliated plans 1,432,373
-------------
Total additions 12,326,348
-------------
DEDUCTIONS
Benefits paid directly to participants 18,211,006
-------------
Net decrease (5,884,658)
Net assets available for benefits:
Beginning of year 163,349,428
-------------
End of year $ 157,464,770
=============
SEE ACCOMPANYING NOTES.
4
Zions Bancorporation Employee Investment Savings Plan
Notes to Financial Statements
December 31, 2000
1. DESCRIPTION OF THE PLAN
GENERAL
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 more complete description of the plan
provisions.
The Plan is a single employer contributory plan that is designed to provide
retirement benefits for eligible employees under a pre-tax salary reduction
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 (ERISA) of 1974.
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. In addition, the definition of one year of eligibility
service includes 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.
CONTRIBUTIONS
Each year participants may make voluntary contributions up to fifteen percent of
their pre-tax annual compensation as defined in the Plan, limited by participant
contributions made to the Zions Bancorporation Employee Stock Savings Plan. The
Company may contribute an amount up to 2.5% of the participant's compensation
(as defined in the Plan document). The maximum amount a participant may
contribute to the Plan in a calendar year is the lesser of fifteen percent of
their compensation, or $10,500 for 2000. Upon enrollment, a participant may
direct employee and Company contributions into any of the Plan's fund options.
Transfers from nonaffiliated plans are the result of bank mergers effected by
the Company.
5
Zions Bancorporation Employee Investment 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 to 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 payments 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 and/or cash pursuant to the nature of the
investment vehicle selected by the participant.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan terms range from 1-5 years or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate commensurate with Zions Bank prime rate plus 1%.
Principal and interest is paid ratably through bi-weekly payroll deductions.
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.
6
Zions Bancorporation Employee Investment Savings Plan
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash and short-term investments with maturity
dates of 90 days or less.
INVESTMENTS
The Plan's investments are stated at fair value. Common stocks are valued at the
last reported sales price on the last business day of the plan year. Mutual
funds are valued at published market prices, which represent the net asset value
of shares held by the Plan at year-end.
Purchases and sales of investments are recorded on a trade-date basis.
Participant loans are valued at cost, which approximates fair value. The money
market account is valued at cost, which approximates fair value. Dividend income
is recorded on the ex-dividend date. Interest income is recorded on the accrual
basis.
ADMINISTRATIVE EXPENSES
Administrative expenses are currently being absorbed by the Company, however,
the Plan may bear the costs of administration.
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 those 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
$112,586,800 and $112,880,506, respectively, whose value could be subject to
change based upon market conditions. These investments represent 2.07 and 2.23
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 1,803,192 and 1,907,168 shares, respectively.
7
Zions Bancorporation Employee Investment Savings Plan
Notes to Financial Statements (continued)
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. INVESTMENTS
Zions First National Bank (trustee) holds the Plan's investments and executes
all investment transactions. Investments that represent five percent or more of
the fair value of the Plan's net assets available for benefits are as follows:
DECEMBER 31
2000 1999
------------ ------------
Zions Bancorporation common stock $112,586,800 $112,880,506
Accessor growth mutual fund 12,791,059 15,777,590
Accessor small/mid cap mutual fund -- 9,124,792
During 2000, the Plan's investments (including investments purchased and sold,
as well as held during the year) appreciated (depreciated) in fair value as
determined by quoted market price as follows:
Zions Bancorporation common stock $ 4,754,713
Mutual funds (7,707,147)
-----------
$(2,952,434)
===========
5. 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 $ 157,464,770
Amounts allocated to withdrawn participants (361,515)
-------------
Net assets available for benefits per the Form 5500 $ 157,103,255
=============
8
Zions Bancorporation Employee Investment Savings Plan
Notes to Financial Statements (continued)
5. 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 $18,211,006
Amounts allocated on Form 5500 to withdrawn participants
at December 31, 2000 361,515
-----------
Benefits paid to participants per the Form 5500 $18,572,521
===========
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.
9
Zions Bancorporation Employee Investment Savings Plan
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
EIN: 87-0227400 Plan: 006
Year ended December 31, 2000
(b)
IDENTITY OF ISSUE,
BORROWER, LESSOR, OR (c) (d)
(a) SIMILAR PARTY DESCRIPTION OF INVESTMENT (1) CURRENT VALUE
- --- -------------------- ----------------------------- -------------
* Zions Bancorporation Zions Bancorporation common stock
(1,803,192 shares) $ 112,586,800
Accessor Accessor International Equity (ACIEX)
Accessor mutual fund (293,740 shares) 4,426,665
Accessor Accessor Growth (AGROX)
Accessor mutual fund (477,457 shares) 12,791,059
Accessor Accessor Intermediate Fixed Income (AIFIX)
Accessor mutual fund (332,990 shares) 3,885,996
Accessor Accessor Mortgage (AMSFX)
Accessor mutual fund (128,599 shares) 1,610,059
Accessor Accessor Short Fixed Income (ASIFX)
Accessor mutual fund (89,055 shares) 1,066,876
Accessor Accessor Small/Mid Cap (ASMCX)
Accessor mutual fund (382,549 shares) 7,635,682
Accessor Accessor Value/Income (AVAIX)
Accessor mutual fund (312,788 shares) 6,446,556
Accessor Accessor U.S. Government Money
Accessor mutual fund (5,174,279 shares) 5,174,279
* Zions Bancorporation Money market accounts 219
Participant loans Interest rates ranging from 7% to 10.5% 1,606,640
-------------
$ 157,230,831
=============
* Indicates Party-in-interest to the plan
(1) Cost information is not provided as all investments are participant
directed
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 INVESTMENT SAVINGS PLAN
By: /s/ Harris H. Simmons
-----------------------------------
Name: HARRIS H. SIMMONS, President
and Chief Executive Officer of
Zions Bancorporation