1
EXHIBIT 99.1
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
For the Year Ended December 31, 1996
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
2
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 the 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. No changes were made in the Plan
during the year 1996.
ITEM 2. CHANGES IN INVESTMENT POLICY
No material changes were made during the fiscal year in the policy with respect
to the kind of securities and other investments in which funds held under the
plan may be invested.
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 1,930 participating employees in the Plan on December 31, 1996.
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 seven
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, Senior Vice President of Zions Bancorporation
Chairman
Harris H. Simmons President and Chief Executive Officer of Zions
Bancorporation
Dale M. Gibbons Senior Vice President of Zions Bancorporation
Peter K. Ellison Executive Vice President of Zions First
National Bank
W. David Hemingway Executive Vice President of Zions First
National Bank
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.
3
ITEM 6. CUSTODIAN OF INVESTMENTS
(a) Zions First National Bank, One South Main, Salt Lake City, Utah 84111 is
the custodian and trustee.
(b) The custodian and trustee receive 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
Substantially all of the assets of the Plan are invested in securities of the
Company.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Report of Independent Auditors
Statements of Net Assets Available for Benefits - December 31,
1996 and 1995
Statements of Changes in Net Assets Available for Benefits - Years ended
December 31, 1996, 1995, and 1994
Notes to Financial Statements
Schedules - Schedules I, 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 - None
4
Independent Auditors' Report
The Trust Committee
Zions Bancorporation
Employee Stock Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of Zions Bancorporation Employee Stock Savings Plan as of December 31, 1996 and
1995, 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, 1996. 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 Stock Savings Plan as of December 31, 1996 and 1995, and
the changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1996, 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 schedules of Assets Held
for Investment Purposes and Reportable Transactions for the year ended December
31, 1996, are presented for the purpose of additional analysis and are not a
required part of the basic 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. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic 1996 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG Peat Marwick LLP
Salt Lake City, Utah
March 7, 1997
5
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1996 and 1995
1996 1995
-------------- --------------
Assets:
Cash $ -- 8,206
Investments, at market value:
Zions Bancorporation common stock (approximate cost of
$13,775,899 in 1996 and $10,229,000 in 1995) 34,433,048 24,271,693
Short-term investments 99,353 20,783
-------------- --------------
34,532,401 24,292,476
Contributions receivable:
Employees 19,840 79,972
Zions Bancorporation 12,542 39,986
Dividends receivable -- 124,005
Interest receivable 243 379
-------------- --------------
Total assets 34,565,026 24,545,024
-------------- --------------
Liabilities:
Excess contribution refunds 50,622 68,272
-------------- --------------
Total liabilities 50,622 68,272
-------------- --------------
Net assets available for benefits $ 34,514,404 24,476,752
============== ==============
See accompanying notes to financial statements.
6
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------- ------------- -------------
Additions to net assets attributed to:
Net appreciation (depreciation) in market value of
investment in Zions Bancorporation common stock $ 7,966,631 13,215,084 (410,576)
Dividends 389,789 410,080 294,770
Interest 3,979 5,239 3,343
------------- ------------- -------------
8,360,399 13,630,403 (112,463)
------------- ------------- -------------
Contributions:
Employees 2,674,067 2,191,527 1,964,913
Zions Bancorporation 1,295,816 1,062,640 982,463
------------- ------------- -------------
3,969,883 3,254,167 2,947,376
------------- ------------- -------------
Total additions 12,330,282 16,884,570 2,834,913
Deductions from net assets attributed to:
Benefits paid directly to participants 2,109,580 2,620,037 845,885
Rollover to affiliated plan 183,050 -- --
------------- ------------- -------------
Net increase 10,037,652 14,264,533 1,989,028
Net assets available for benefits:
Beginning of year 24,476,752 10,212,219 8,223,191
============= ============= =============
End of year $ 34,514,404 24,476,752 10,212,219
============= ============= =============
See accompanying notes to financial statements.
7
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
December 31, 1996, 1995, and 1994
(1) Description of the Plan
Zions Bancorporation Employee Stock Savings Plan (the Plan) is a single
employer contributory 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 of 1974
(ERISA).
(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.
In preparing the financial statements, the Company is required to
make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the statement of net assets
available for benefits and additions to and deductions from net
assets for the period. Actual results could differ from those
estimates.
Certain amounts in prior years' financial statements have been
reclassified to conform to the 1996 presentation.
(b) Investments
The investment in common stock of the Company is carried at market
value in the accompanying financial statements. The investment in the
short-term investment fund represents a cash equivalent. 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.
(c) Costs of Administration
All costs of administration are absorbed by the Company.
(3) Eligibility
Participation in the Plan is voluntary. An employee is eligible to
participate on January 1, or July 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. As of December 31, 1996 and 1995, there were 1,930
and 1,676 participants, respectively, in the Plan.
8
2
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
(4) Employee and Company Contributions
Each eligible employee who elects to participate makes contributions
ranging from one to five percent of their total compensation. Company
contributions are equal to 50 percent of the amount contributed by the
employee. The maximum amount a participant may contribute to the Plan in a
calendar year, in conjunction with the Employee Investment Savings Plan,
is $9,500 for 1996.
(5) Allocation of Income or Loss
Net appreciation (depreciation) in market value of investments, dividends,
and interest income are 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.
(6) 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.
(7) Income Taxes
The Plan obtained its latest determination letter on June 5, 1996, in
which the Internal Revenue Service (IRS) stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has not been amended since receiving the
determination letter.
(8) Investment
At December 31, 1996 and 1995, investment in common stock of the Company
consisted of 331,087 and 302,451 shares, respectively.
(9) Plan Amendments
The Plan became effective on January 1, 1978, and has been amended and
restated at various times thereafter. The Plan was completely amended and
restated as of October 1, 1992. In addition, the Plan was amended in 1994
to include employees from recently acquired National Bank of Arizona and
Rio Salado Bancorp. The following summarizes the Plan's amended areas:
(a) Participant Contributions
Participants can elect either a pre-tax or post-tax salary reduction
of from one to a maximum of five percent of total compensation as a
participant contribution.
(b) Company Contributions
Matching contributions are made by the Company on behalf of each
participant in the amount of fifty percent of the participant's
contributions.
9
3
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1996
Shares/ Approxi- Market
Units held Description mate cost value
---------- ----------- ------------- -----------
331,087 Zions Bancorporation common stock $ 13,775,899 34,433,048
99,353 Short-term investments 99,353 99,353
10
4
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1996
Shares
purchased Cost
--------- ------------
Purchase of investments-
Zions Bancorporation common stock 58,291 $4,619,020
Shares Market
distributed Cost (1) value
----------- --------- ---------
Distribution of investments-
Zions Bancorporation common stock 25,609 $ 852,739 2,111,036
(1) Cost determined using the average-cost method applied on a
participant-by-participant basis.