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EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
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ANNUAL REPORT
Pursuant to Section 15(d) Of The
Securities Exchange Act of 1934
For the Year Ended December 31, 1997
ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
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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 3,240 participating employees in the Plan on December 31, 1997.
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
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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
Peter K. Ellison Executive Vice President of Zions First National Bank
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.
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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
Independent Auditors' Report
Statements of Net Assets Available for Benefits - December 31, 1997 and
1996
Statements of Changes in Net Assets Available for Benefits - Years ended
December 31, 1997, 1996, and 1995
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
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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, 1997 and
1996, 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, 1997. 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, 1997 and 1996, and
the changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1997, 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, 1997, are presented for 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 1997 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
March 13, 1998
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ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1997 and 1996
1997 1996
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Assets:
Cash $ -- --
Investments, at market value:
Zions Bancorporation common stock (approximate cost of
$18,067,701 in 1997 and $13,775,899 in 1996) 63,033,316 34,433,048
Short-term investments 173,627 99,353
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63,206,943 34,532,401
Contributions receivable:
Employees 50,449 19,840
Zions Bancorporation 25,224 12,542
Dividends receivable 166,700 --
Interest receivable 333 243
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Total assets 63,449,649 34,565,026
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Liabilities:
Accounts payable 56,614 --
Excess contribution refunds 19,730 50,622
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Total liabilities 76,344 50,622
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Net assets available for benefits $63,373,305 34,514,404
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See accompanying notes to financial statements.
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ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years ended December 31, 1997, 1996, and 1995
1997 1996 1995
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Additions to net assets attributed to:
Investment income:
Net appreciation in market value of investment in
Zions Bancorporation common stock $26,586,307 7,966,631 13,215,084
Dividends 793,341 389,789 410,080
Interest 4,113 3,979 5,239
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27,383,761 8,360,399 13,630,403
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Contributions:
Employees 3,331,020 2,674,067 2,191,527
Zions Bancorporation 1,645,785 1,295,816 1,062,640
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4,976,805 3,969,883 3,254,167
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Rollover from affiliated plan 89,279 -- --
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Total additions 32,449,845 12,330,282 16,884,570
Deductions from net assets attributed to:
Benefits paid directly to participants 3,590,944 2,109,580 2,620,037
Rollover to affiliated plan -- 183,050 --
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Net increase 28,858,901 10,037,652 14,264,533
Net assets available for benefits:
Beginning of year 34,514,404 24,476,752 10,212,219
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End of year $63,373,305 34,514,404 24,476,752
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See accompanying notes to financial statements.
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ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
December 31, 1997, 1996, and 1995
(1) Description of the Plan
(a) General
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 .
(b) 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, 1997 and 1996,
there were 3,240 and 1,930 participants, respectively, in the Plan.
(c) 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 1997.
(d) Allocation of Income or Loss
Investment income 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.
(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.
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ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Notes to Financial Statements
(2) Summary of Significant Accounting Policies (continued)
(b) Use of Estimates
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.
(c) Investments
The investment in common stock of the Company is carried at its
quoted market price 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.
(d) Costs of Administration
All costs of administration are absorbed by the Company.
(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.
(3) Income Taxes
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 requirements of the
Internal Revenue Code. The Plan has not been amended since receiving the
determination letter.
(4) Investments
At December 31, 1997 and 1996, investment in common stock of the Company
consisted of 1,389,164 and 331,087 shares, respectively.
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ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Shares/ Approxi- Market
Units held Description mate cost value
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* 1,389,164 Zions Bancorporation common stock, without par value $ 36,635,176 63,033,316
173,627 Short-term investments 173,627 173,627
* Party in interest
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ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
Shares
purchased Cost
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Purchase of investments -
Zions Bancorporation common stock 107,427 $5,600,231
Shares Market
distributed Cost (1) value
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Distribution of investments -
Zions Bancorporation common stock 79,556 $3,424,151 3,424,151
(1) Cost determined using the average-cost method applied on a
participant-by-participant basis.