UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended December 31, 2001
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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 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 1134
Salt Lake City, Utah 84111
FINANCIAL STATEMENTS AND EXHIBIT
a) Financial Statements Page
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Report of Independent Auditors 1
Audited Financial Statements
Statements of Net Assets Available for Benefits -
December 31, 2001 and 2000 2
Statement of Changes in Net Assets Available for Benefits -
Year ended December 31, 2001 3
Notes to Financial Statements 4
Supplemental Schedule -
Schedule H, Line 4j - Schedule of Reportable Transactions 8
Signature 9
(b) Exhibit - Consent of Independent Auditors 10
Report of Independent Auditors
The Benefits 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, 2001 and
2000, and the related statement of changes in net assets available for benefits
for the year ended December 31, 2001. 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 audits.
We conducted our audits 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 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 the Plan at
December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of
reportable transactions for the year ended December 31, 2001, 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 audits 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 17, 2002
Zions Bancorporation Employee Stock Savings Plan
Statements of Net Assets Available for Benefits
December 31,
2001 2000
----------- -----------
Assets
Investments, at fair value:
Zions Bancorporation common stock .. $ -- $97,922,854
Money market account ............... -- 361
----------- -----------
-- 97,923,215
Receivables:
Participant contributions .......... -- 165,223
Employer contributions ............. -- 82,612
Interest ........................... -- 599
----------- -----------
-- 248,434
----------- -----------
Net assets available for benefits ..... $ -- $98,171,649
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See accompanying notes.
2
Zions Bancorporation Employee Stock Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2001
Additions
Investment income (loss):
Net depreciation in fair value of Zions Bancorporation
common stock .......................................... $(15,656,820)
Dividends ............................................... 1,326,062
Interest ................................................ 4,875
------------
(14,325,883)
Contributions:
Participant ............................................. 9,794,418
Employer ................................................ 4,897,207
------------
14,691,625
Total additions ............................................ 365,742
Deductions
Benefits paid directly to participants ..................... 5,502,963
Transfer of assets to Zions Bancorporation Employee
Investment Savings Plan ................................. 93,034,428
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Total deductions ........................................... 98,537,391
Net decrease ............................................... (98,171,649)
Net assets available for benefits:
Beginning of year ....................................... 98,171,649
------------
End of year ............................................. $ --
============
See accompanying notes.
3
Zions Bancorporation Employee Stock Savings Plan
Notes to Financial Statements
December 31, 2001
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 document 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. The trust department of Zions First National Bank, a subsidiary of
Zions Bancorporation, is the trustee of the Plan. The Zions Bancorporation
Benefits Committee has responsibility for administering the Plan.
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 or (b) the commencement date with a merged employer.
Contributions
Each year, participants may make voluntary contributions up to 5 percent of
their pre-tax or post-tax annual compensation, as defined in the Plan document.
Company contributions are equal to 50 percent of the amount contributed by the
participant up to five percent of their total compensation. The maximum pre-tax
amount a participant may contribute to the Plan in a calendar year, in
conjunction with the Zions Bancorporation Employee Investment Savings Plan, is
$10,500 for 2001.
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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 to the
investment shares held in that participant's account to the total investment
shares held in the Plan.
Vesting and Payment of Benefits
Participants are fully vested in their participant accounts, inclusive of
Company contributions, at all times. Benefits are paid upon death, disability,
retirement, termination of employment, or earlier, subject to certain
restrictions, as defined in the Plan document. Benefit payments are made 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 the provisions of ERISA. If the Plan is terminated, each
participant shall receive a distribution of assets equal to the value of the
participant's account.
2. Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are prepared on the accrual basis of
accounting.
Valuation of Investments and Income Recognition
The Plan's investments are stated at fair value. The investment in common stock
of the Company is valued at its quoted market price on the last business day of
the Plan year. 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.
Administrative Expenses
Administrative expenses are currently being paid by the Company; however, the
Plan may bear the costs of administration.
5
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 those estimates.
Concentration of Investments
Included in the Plan's net assets available for benefits at December 31, 2000
are investments in common stock of the Company amounting to $97,922,854. These
investments represent 1.80 percent ownership of the Company's outstanding common
stock at December 31, 2000. The investment in common stock of the Company
consisted of 1,568,334 shares at December 31, 2000.
3. Plan Amendment and Merger
Effective December 31, 2001, the Plan was amended and was merged into the Zions
Bancorporation Employee Investment Savings Plan, and the assets of the Plan
totaling $93,034,428 were legally transferred on that date. Accordingly, the
Plan has no net assets available for benefits as of December 31, 2001.
4. Income 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. A new determination letter has been requested for the new
combined plan.
6
Zions Bancorporation Employee Stock Savings Plan
Notes to Financial Statements (continued)
5. Differences Between Financial Statements and Form 5500
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31,
2001
-----------
Benefits paid directly to participants per the financial
statements ............................................ $ 5,502,963
Less: Amounts allocated on Form 5500 to withdrawn
participants at December 31, 2000 ..................... (225,299)
-----------
Benefits paid directly to participants per the Form 5500 . $ 5,277,664
===========
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. Amounts allocated to withdrawn participants at
December 31, 2001 are included in the reconciliation of benefits paid to
participants per the financial statements to the Form 5500 of the Zions
Bancorporation Employee Investment Savings Plan, in connection with the merger
of the Plans (see Note 3).
6. Transactions with Parties-in-Interest
The Company provides to the Plan certain accounting and administrative services
for which no fees are charged. In addition, as indicated in Note 1, the trust
department of Zions First National Bank is the trustee of the Plan, while the
Zions Bancorporation Benefits Committee has responsibility for administering the
Plan.
7
Zions Bancorporation Employee Stock Savings Plan
Schedule H, Line 4j - Schedule of Reportable Transactions
EIN: 87-0227400 Plan: 004
Year Ended December 31, 2001
(h)
(a) (b) (c) Current Value (i)
Identity of Party Description of Purchase (d) (g) of Asset on Net Gain
Involved Investment Price Selling Price Cost of Asset Transaction Date (Loss)
----------------------------------------------------------------------------------------------------------------
Category (iii) - series of transactions in excess of 5% of Plan assets
----------------------------------------------------------------------------------------------------------------
Zions Bancorporation Common stock $ -- $ 5,562,401 $ 2,874,762 $ 5,562,401 $ 2,687,639
Zions Bancorporation Common stock 15,544,506 -- 15,544,506 15,544,506 --
There were no category (i), (ii), or (iv) reportable transactions during the
year ended December 31, 2001. Columns (e) and (f) are not applicable.
8
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Benefits Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
June 27, 2002 ZIONS BANCORPORATION
EMPLOYEE STOCK SAVINGS PLAN
By: /s/ Harris H. Simmons
-----------------------------
Name: HARRIS H. SIMMONS, Chairman,
President and Chief Executive Officer of
Zions Bancorporation
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