UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
Zions Bancorporation
(Name of Applicant)
One South Main, 15th Floor
Salt Lake City, Utah 84133
(Address of Principal Executive Offices)
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
| Title of Class |
Amount | |
| 5.50% Subordinated Notes due 2015 | $40 million aggregate principal amount |
Approximate date of proposed public offering:
As soon as practicable after the date of this Application for Qualification.
Thomas E. Laursen, Esq.
Executive Vice President and General Counsel
Zions Bancorporation
One South Main Street, 15th Floor
Salt Lake City, Utah 84133
(801) 844-8503
With a copy to:
Patrick S. Brown, Esq.
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, CA 90067
(310) 712-6600
The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this amendment, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the obligor.
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| 1. | General Information |
(a) Zions Bancorporation (the “Company”) is a corporation.
(b) The Company was organized under the laws of the State of Utah.
| 2. | Securities Act Exemption Available |
The Company has offered to exchange (the “Offer”) $1,000 in principal amount of 5.50% Subordinated Notes due 2015 (the “5.50% Notes”) for each $1,000 in principal amount of 2009 5.50% Subordinated Notes due 2015 (the “2009 5.50% Notes”) held by Jackson National Life Insurance Company (“Jackson”). The 5.50% Notes are governed by the Indenture (as defined below), as modified by the Supplemental Indenture (as defined below), to be qualified under this Application for Qualification on Form T-3.
As the Company is offering to exchange all 2009 5.50% Notes held by Jackson exclusively and solely for an equal principal amount of 5.50% Notes of the Company, the transaction is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the provisions of Section 3(a)(9) thereof. No sales of securities of the same class as the 5.50% Notes will be made by the Company or by or through an underwriter at or about the same time as the Offer for which the exemption is claimed. No consideration has been, or is to be, given, directly or indirectly, to any person in connection with the transaction. Jackson has not made and will not be requested to make any other payment to the Company in connection with the Offer.
| 3. | Affiliates |
For purposes of this Application only, the Company’s directors and executive officers may be deemed to be “affiliates” of the Company. See Item 4. “Directors and Executive Officers” for a list of the Company’s directors and executive officers, which is incorporated herein by reference. The following is a list of all other affiliates of the Company as of December 7, 2009:
Affiliate Companies
| Name |
Jurisdiction of Incorporation/ Organization |
Owner of Voting Securities |
Percentage of Voting Securities Held by the Company |
||||
| 11622 Carmel Valley, LLC |
California | California Bank & Trust | 100.00 | % | |||
| 4320 UTC, INC. |
California | California Bank & Trust | 100.00 | % | |||
| 550 SOHO, LLC |
California | California Bank & Trust | 100.00 | % | |||
| Amegy Bank, National Association |
Texas | Amegy Holding Delaware, Inc. | 100.00 | % | |||
| Amegy Corporation |
Texas | Zions Bancorporation | 100.00 | % | |||
| Amegy Holding Delaware, Inc. |
Delaware | Amegy Corporation | 100.00 | % | |||
| Amegy Insurance Agency, Inc. |
Texas | Amegy Bank, National Association | 100.00 | % | |||
| Amegy Investments, Inc. |
Texas | Amegy Bank, National Association | 100.00 | % | |||
| Amegy Mortgage Company, LLC |
Texas | Amegy Bank, National Association | 100.00 | % | |||
| California Bank & Trust |
California | Zions Bancorporation | 100.00 | % | |||
| Cash Access, Inc. |
Utah | Zions Bancorporation | 100.00 | % | |||
| Chandler AC Office Properties, Inc. |
California | California Bank & Trust | 100.00 | % | |||
| Commerce Bank Of Oregon, The |
Oregon | Zions Bancorporation | 96.34 | % | |||
| Commerce Bank Of Washington, National Association, The |
Washington | Zions Bancorporation | 100.00 | % | |||
| Contango Capital Advisors, Inc. |
California | Welman Holdings, Inc. | 100.00 | % | |||
| Crimson Court Apartments, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| DST Holding, Inc. |
Utah | Zions First National Bank | 90.03 | % | |||
| Enterprise Vault, Inc. |
Utah | Zions First National Bank | 100.00 | % | |||
| Exchange Services, LLC |
Utah | Zions First National Bank | 100.00 | % | |||
| Four Corners, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| Grandview Northgate 26, Inc. |
California | California Bank & Trust | 100.00 | % | |||
| Great Western Financial Corporation |
Utah | Zions Bancorporation | 100.00 | % | |||
| Hidden Oaks V, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| Identrust, Inc. |
New York | Zions Bancorporation | 24.70 | % | |||
| DST Holding, Inc. | 0.78 | % | |||||
| Insure.com, Inc. |
Illinois | Zions Bancorporation | 34.94 | % | |||
| Intercontinental Statutory Trust I |
Connecticut | Amegy Holding Delaware, Inc. | 100.00 | % | |||
| Kane Creek Associates, LLC |
Utah | Zions First National Bank | 99.00 | % | |||
| Kelling, Northcross & Nobriga, Incorporated |
Utah | Zions First National Bank | 100.00 | % | |||
| Lorin Farr Crown, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| MGD 1 Properties, Inc. |
California | California Bank & Trust | 100.00 | % | |||
| Mill Hollow Apartments, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| National Bank Of Arizona |
Arizona | Zions Bancorporation | 100.00 | % | |||
| Netdeposit LLC |
Utah | Zions Bancorporation | 100.00 | % | |||
| Nevada State Bank |
Nevada | Zions Bancorporation | 100.00 | % | |||
| Northrop Chandler, Inc. |
California | California Bank & Trust | 100.00 | % | |||
| OP Southwest Properties, Inc. |
Texas | Amegy Bank, National Association | 100.00 | % |
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| Name |
Jurisdiction of Incorporation/ Organization |
Owner of Voting Securities |
Percentage of Voting Securities Held by the Company |
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| OP Southwest Properties II, Inc. |
Texas | Amegy Bank, National Association | 100.00 | % | |||
| Panco, Inc. |
Utah | Welman Holdings, Inc. | 100.00 | % | |||
| Roth Capital Partners GP, LLC |
California | Zions Bancorporation | 50.00 | % | |||
| Silver Meadows Estates, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| Stockmen’s Statutory Trust II |
Arizona | Zions Bancorporation | 100.00 | % | |||
| Stockmen’s Statutory Trust III |
Arizona | Zions Bancorporation | 100.00 | % | |||
| SWBT Statutory Trust I |
Texas | Amegy Corporation | 100.00 | % | |||
| SWBT Statutory Trust II |
Texas | Amegy Corporation | 100.00 | % | |||
| SWBT Statutory Trust III |
Texas | Amegy Corporation | 100.00 | % | |||
| Torrey Carmel 92130, Inc. |
California | California Bank & Trust | 100.00 | % | |||
| Utah Crown I, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| Vectra Bank Colorado, National Association |
New Mexico | Zions Bancorporation | 100.00 | % | |||
| Wasatch Venture Corporation |
Utah | Zions First National Bank | 88.66 | % | |||
| National Bank Of Arizona | 1.90 | % | |||||
| Wasatch Venture Fund II, LLC |
Utah | Zions First National Bank | 21.10 | % | |||
| California Bank & Trust | 14.27 | % | |||||
| National Bank Of Arizona | 7.31 | % | |||||
| Nevada State Bank | 7.31 | % | |||||
| Vectra Bank Colorado, National Association | 7.31 | % | |||||
| The Commerce Bank Of Washington | 2.05 | % | |||||
| Wasatch Venture Fund III, LLC |
Utah | California Bank & Trust | 17.23 | % | |||
| Zions First National Bank | 4.31 | % | |||||
| National Bank Of Arizona | 4.31 | % | |||||
| Nevada State Bank | 4.31 | % | |||||
| Vectra Bank Colorado, National Association | 4.31 | % | |||||
| Washington Mill, L.C. |
Utah | Zions First National Bank | 99.00 | % | |||
| Welman Holdings, Inc. |
Utah | Zions Bancorporation | 90.00 | % | |||
| Welman Services, Inc. |
Utah | Welman Holdings, Inc. | 100.00 | % | |||
| Western National Trust Company |
California | Zions First National Bank | 100.00 | % | |||
| Zions Capital Trust B |
Utah | Zions Bancorporation | 100.00 | % | |||
| Zions Community Investment Corp. |
Utah | Zions First National Bank | 100.00 | % | |||
| Zions Credit Corporation |
Utah | Zions First National Bank | 100.00 | % | |||
| Zions Direct, Inc. |
Utah | Zions First National Bank | 100.00 | % | |||
| Zions First National Bank |
Utah | Zions Bancorporation | 100.00 | % | |||
| Zions Insurance Agency, Inc. |
Utah | Zions Bancorporation | 100.00 | % | |||
| Zions Investment Management, Inc. |
Utah | Zions First National Bank | 100.00 | % | |||
| Zions Management Services Company |
Utah | Zions Bancorporation | 100.00 | % | |||
| Zions SBIC, LLC |
Utah | Zions First National Bank | 100.00 | % | |||
| ZMFU, Inc. |
Utah | Zions Bancorporation | 100.00 | % | |||
| ZMFU-Amegy, Inc. |
Utah | Amegy Corporation | 100.00 | % | |||
| ZMFU-ZFNB, Inc. |
Utah | Zions First National Bank | 100.00 | % |
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| 4. | Directors and Executive Officers |
The following table lists the names of all directors and executive officers of the Company as of December 7, 2009. The mailing address of each director and executive officer is: c/o Zions Bancorporation, One South Main Street, 15th Floor, Salt Lake City, Utah 84133 and the telephone number for each such person is: (801) 524-4787.
| Name |
Office | |
| Harris H. Simmons |
Director and Chairman, President and Chief Executive Officer (Principal Executive Officer) | |
| Doyle L. Arnold |
Vice Chairman and Chief Financial Officer (Principal Financial Officer) | |
| Bruce K. Alexander |
Executive Vice President | |
| A. Scott Anderson |
Executive Vice President | |
| David E. Blackford |
Executive Vice President | |
| Danne L. Buchanan |
Executive Vice President | |
| Gerald J. Dent |
Executive Vice President | |
| George M. Feiger |
Executive Vice President | |
| Dallas E. Haun |
Executive Vice President | |
| W. David Hemingway |
Executive Vice President | |
| John T. Itokazu |
Executive Vice President | |
| Thomas E. Laursen |
Executive Vice President, General Counsel and Secretary | |
| Connie Linardakis |
Executive Vice President | |
| Keith D. Maio |
Executive Vice President | |
| Dean L. Marotta |
Executive Vice President | |
| Scott J. McLean |
Executive Vice President | |
| Stanley D. Savage |
Executive Vice President | |
| James Abbott |
Senior Vice President | |
| Nolan Bellon |
Senior Vice President and Controller (Principal Accounting Officer) | |
| Ronald L. Johnson |
Senior Vice President | |
| Alvin Lee |
Senior Vice President | |
| Norman W. Merritt |
Senior Vice President | |
| Jennifer A. Smith |
Senior Vice President | |
| H. Walter Young |
Senior Vice President | |
| Jennifer R. Jolley |
Vice President | |
| Melvin D. Leibsla |
Vice President | |
| John A. Payne |
Vice President | |
| Board of Directors |
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| Jerry C. Atkin |
Director | |
| R. Don Cash |
Director | |
| Patricia Frobes |
Director | |
| J. David Heaney |
Director | |
| Roger B. Porter |
Director | |
| Stephen D. Quinn |
Director | |
| Laurence E. Simmons |
Director | |
| Stephen C. Wheelwright |
Director | |
| Shelley Thomas Williams |
Director | |
| 5. | Principal Owners of Voting Securities |
To the best knowledge of the Company, no person beneficially owns 10% or more of the Company’s outstanding Common Stock as of December 7, 2009. The Company has no class of voting securities other than the Common Stock.
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| 6. | Underwriters |
(a) The following chart sets forth the name and mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter of the Company’s securities and the title of each security underwritten:
| Underwriter’s Name and Mailing Address |
Security Underwritten | |
| Banc of America Securities LLC 9 W. 57th St., 47th Floor New York, NY 10019 |
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock 7.75% Senior Notes due September 23, 2014 | |
| Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 |
Floating Rate Senior Notes due June 21, 2012 | |
| Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 |
7.75% Senior Notes due September 23, 2014 | |
| Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 |
Common Stock Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock 7.75% Senior Notes due September 23, 2014 | |
| JP Morgan Securities Inc. 270 Park Avenue New York, NY 10017 |
7.75% Senior Notes due September 23, 2014 | |
| Keefe, Bruyette & Woods The Equitable Building 787 Seventh Avenue, 4th Floor New York, NY 10019 |
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock | |
| Lehman Brothers 745 Seventh Avenue New York, NY 10019 |
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, NY 10080 |
Common Stock Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock | |
| Ryan Beck & Co. 220 South Orange Avenue Livingston, New Jersey 07039 |
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock | |
| Zions Direct, Inc. One South Main Street, 15th Floor Salt Lake City, Utah 84133 |
Floating Rate Senior Notes due December 10, 2009 5.25% Senior Medium-Term Notes due May 14, 2010 5.50% Senior Medium-Term Notes due May 17, 2010 5.45% Senior Medium-Term Notes due June 10, 2010 5.35% Senior Medium-Term Notes due August 18, 2010 5.35% Senior Medium-Term Notes due August 25, 2010 5.50% Senior Medium-Term Notes due October 29, 2010 5.50% Senior Medium-Term Notes due December 7, 2010 6.00% Senior Medium-Term Notes due August 25, 2011 6.00% Senior Medium-Term Notes due August 26, 2011 6.00% Senior Medium-Term Notes due September 16, 2011 7.75% Senior Notes due September 23, 2014 9.50% Series C Non-Cumulative Perpetual Preferred Stock Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2008 Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2007 Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2006 | |
(b) Not applicable.
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| 7. | Capitalization |
(a) The authorized and outstanding capital stock and debt securities of the Company as of December 9, 2009 were as follows(1):
| Title of Class |
Amount Authorized | Amount Outstanding | ||||
| Common Stock, without par value |
350,000,000 shares | 143,194,187 shares | (2) | |||
| Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock, without par value |
140,000 shares | 139,489.125 shares | ||||
| 9.50% Series C Non-Cumulative Perpetual Preferred Stock, without par value, without par value |
1,400,000 shares | 74,273.275 shares | ||||
| Fixed Rate Cumulative Perpetual Preferred Stock, Series D |
1,400,000 shares | 1,400,000 shares | ||||
| Warrant to Purchase Common Stock |
5,789,909 shares | (3) | 5,789,909 shares | (3) | ||
| Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2008 |
180,000 units | 180,000 units | ||||
| Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2007 |
99,418 units | 99,418 units | ||||
| Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2006 |
93,610 units | 93,610 units | ||||
| Floating Rate Senior Notes due December 10, 2009 |
$295,630,000 | (4) | $240,630,000 | (4) | ||
| 5.25% Senior Medium-Term Notes due May 14, 2010 |
$20,966,000 | $20,966,000 | ||||
| 5.50% Senior Medium-Term Notes due May 17, 2010 |
$36,188,000 | $36,188,000 | ||||
| 5.45% Senior Medium-Term Notes due June 10, 2010 |
$7,996,000 | $7,996,000 | ||||
| 5.35% Senior Medium-Term Notes due August 18, 2010 |
$29,387,000 | $29,387,000 | ||||
| 5.35% Senior Medium-Term Notes due August 25, 2010 |
$7,476,000 | $7,476,000 | ||||
| 5.50% Senior Medium-Term Notes due October 29, 2010 |
$80,783,000 | $80,783,000 | ||||
| 5.50% Senior Medium-Term Notes due December 7, 2010 |
$1,393,000 | $1,393,000 | ||||
| 6.00% Senior Medium-Term Notes due August 25, 2011 |
$2,534,000 | $2,534,000 | ||||
| 6.00% Senior Medium-Term Notes due August 26, 2011 |
$4,559,000 | $4,559,000 | ||||
| 6.00% Senior Medium-Term Notes due September 16, 2011 |
$979,000 | $979,000 | ||||
| Floating Rate Senior Notes due June 21, 2012 |
$254,892,500 | $254,892,500 | ||||
| 5.65% Subordinated Notes due 2014 |
$300,000,000 | $261,674,000 | ||||
| 6.00% Subordinated Notes due 2015 |
$500,000,000 | $408,419,000 | ||||
| 5.50% Subordinated Notes due 2015 |
$600,000,000 | $436,333,000 | ||||
| 2009 5.65% Subordinated Notes due 2014 |
$34,680,000 | $34,680,000 | ||||
| 2009 6.00% Subordinated Notes due 2015 |
$80,445,000 | $80,445,000 | ||||
| 2009 5.50% Subordinated Notes due 2015 |
$115,010,000 | $115,010,000 | ||||
| 7.75% Senior Notes due September 23, 2014 |
$500,000,000 | $450,000,000 | ||||
| Senior Subordinated Debentures underlying the Zions Capital Trust B’s 8% Capital Securities due September 1, 2032 |
$285,000,000 | $285,000,000 | ||||
| Senior Subordinated Debentures underlying the Stockmen’s Statutory Trust II’s Floating Rate Capital Securities due March 26, 2033 assumed by Zions Bancorporation |
$7,500,000 | $7,500,000 | ||||
| Senior Subordinated Debentures underlying the Stockmen’s Statutory Trusts III’s Floating Rate Capital Securities due March 17, 2034 assumed by Zions Bancorporation |
$7,500,000 | $7,500,000 |
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Footnotes:
| (1) | The amounts outstanding listed in the table represent the amounts outstanding as of December 9, 2009 and do not reflect the results of any transactions which have not been completed by such date, whether or not such transactions have been previously announced. |
| (2) | The data for common stock outstanding is as of November 30, 2009. |
| (3) | The warrant, issued on November 18, 2008, is for the purchase of up to 5,789,909 shares of common stock and is exercisable over a 10-year period at a price per share of $36.27. |
| (4) | Amounts due under the Floating Rate Senior Notes due December 10, 2009 were repaid according to the terms of the notes. |
(b) Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election. Holders of the Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock and 9.50% Series C Non-Cumulative Perpetual Preferred Stock are not entitled to vote on any matter, except in certain limited circumstances and as specifically required under Utah law.
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8. Analysis of Indenture Provisions
The 5.50% Notes will be issued under the Indenture, dated as of September 10, 2002 (the “Indenture”), entered into between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”), as modified by the Supplemental Indenture, dated June 30, 2009 (the “Supplemental Indenture”). The following analysis is not a complete description of the provisions of the Indenture as modified by the Supplemental Indenture, and is qualified in its entirety by reference to the terms of the Indenture and the Supplemental Indenture, which are attached as Exhibits T3C-1 and T3C-2 hereto respectively, and the Form of 5.50% Subordinated Notes due 2015, which is attached as Exhibit T3C-3, each of which is incorporated by reference herein. Capitalized terms used below but not defined herein have the meanings assigned to them in the Indenture.
(a) Events of Default; Withholding of Notice
The following is an event of default under the Indenture:
| • | our filing for bankruptcy or the occurrence of certain other events of bankruptcy, insolvency or reorganization relating to us or any major constituent bank. |
The following is a default under the Indenture:
| • | failure to pay principal of or any premium on the 5.50% Notes when due; |
| • | failure to pay any interest on the 5.50% Notes when due and that default continues for 30 days; |
| • | failure to deposit any sinking fund payment, when and as due by the terms of the 5.50% Notes; |
| • | failure to perform any other covenant in the Indenture and that failure continues for 60 days after written notice to us by the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 5.50% Notes; and |
| • | any event of default. |
If an event of default occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the 5.50% Notes then outstanding may accelerate the maturity of the 5.50% Notes. After acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of outstanding 5.50% Notes may, under circumstances set forth in the Indenture, rescind the acceleration if we have deposited monies on account of certain overdue amounts with the Trustee.
If a default occurs that is not also an event of default with respect to the 5.50% Notes, neither the Trustee nor the holders of the 5.50% Notes may act to accelerate the maturity of the 5.50% Notes. However, if a default occurs, the Trustee may proceed to enforce any covenant and other rights of the holders of the 5.50% Notes, and if the default relates to our failure to make any payment of interest when due and payable and such default continues for a period of 30 days or such default is made in the payment of the principal or any premium at its maturity, then the Trustee may demand payment of the amounts then due and payable and may proceed to prosecute any failure on our part to make such payments.
Subject to the provisions of the Indenture relating to the duties of the Trustee in case an event of default shall occur and be continuing, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of the 5.50% Notes, unless the holders of the 5.50% Notes shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the 5.50% Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.
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Before holders of the 5.50% Notes may take any action to institute any proceeding relating to the Indenture, or to appoint a receiver or a Trustee, or for any other remedy, each of the following must occur:
| • | the holder must have given the Trustee written notice of a continuing event of default or defaults; |
| • | the holders of at least 25% of the aggregate principal amount of all 5.50% Notes must make a written request of the Trustee to take action because of the event of default or default, as the case may be, and must have offered reasonable indemnification to the Trustee against the cost, liabilities and expenses of taking such action; |
| • | the Trustee must not have taken action for 60 days after receipt of such notice and offer of indemnification; and |
| • | no contrary notice shall have been given to the Trustee during such 60-day period by the holders of a majority in aggregate principal amount of the 5.50% Notes. |
These limitations do not apply to a suit for the enforcement of payment of the principal of or any premium or interest on a security on or after the due dates for such payments.
The Company will furnish to the Trustee annually a statement as to its performance of its obligations under the Indenture and as to any default in performance.
(b) Authentication and Delivery of New Notes; Use of Proceeds
The 5.50% Notes to be issued under the Indenture may be executed by manual or facsimile signature on behalf of the Company by the Chairman of the Board, the Chief Executive Officer, the Vice Chairman of the Board, the President or one of the Vice Presidents (each, an “Officer”) and attested by the manual or facsimile signature of the Secretary of the Company or one of its Assistant Secretaries, and delivered to the Trustee.
The Company may deliver 5.50% Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of the 5.50% Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver the 5.50% Notes.
The Company will not receive any proceeds from the issuance of the 5.50% Notes because the 5.50% Notes are being issued in exchange for the 2009 5.50% Notes.
(c) Release and Substitution of Property Subject to the Lien of the Indenture
The 5.50% Notes are unsecured obligations of the Company. As such, the 5.50% Notes are not secured by any lien on any property.
(d) Satisfaction and Discharge of the Indenture
The Company may discharge its obligations under the Indenture while 5.50% Notes remain outstanding if (i) either (a) all delivered and authenticated 5.50% Notes (other than those held in trust, destroyed, lost or stolen and which have been replaced or paid) have been delivered to the Trustee for cancellation or (b) all outstanding 5.50% Notes have or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company, and the Company has deposited or caused to be deposited with the Trustee an amount sufficient to pay and discharge all outstanding 5.50% Notes on the date of their scheduled maturity or redemption date, as the case may be, (ii) the Company has paid or caused to be paid all other sums payable by the Company under the Indenture and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent for discharge of the Indenture have been complied with.
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(e) Evidence Required to be Furnished by the Company to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture
The Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a written statement signed by the Chairman of the Board, the Vice Chairman, the President or the Vice President and by the Treasurer or an Assistant Treasurer of the Company, stating, as to each signer thereof, that (1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision, and (2) to the best of his knowledge, based on such review, (a) the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or a Default or, if such event has occurred and is continuing, specifying such event known to him and the nature and status thereof.
| 9. | Other Obligors |
None.
Contents of application for qualification. This application for qualification comprises:
(a) Pages numbered 1 to 12, consecutively.
(b) The statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon Trust Company, N.A., Trustee under the Indenture to be qualified (included as Exhibit T3G hereto).
(c) The following Exhibits in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee:
| Exhibit T3A-1 | Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993. | |
| Exhibit T3A-2 | Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 30, 1997, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2008. | |
| Exhibit T3A-3 | Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 24, 1998, incorporated by reference to Exhibit 3.3 of Form 10-K for the year ended December 31, 2003. | |
| Exhibit T3A-4 | Articles of Amendment to Restated Articles of Incorporation of Zions Bancorporation dated April 25, 2001, incorporated by reference to Exhibit 3.6 of Form S-4 filed July 13, 2001. | |
| Exhibit T3A-5 | Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated December 5, 2006, incorporated by reference to Exhibit 3.1 of Form 8-K filed December 7, 2006. | |
| Exhibit T3A-6 | Articles of Merger of The Stockmen’s Bancorp, Inc. with and into Zions Bancorporation, effective January 17, 2007, incorporated by reference to Exhibit 3.6 of Form 10-K for the year ended December 31, 2006. | |
| Exhibit T3A-7 | Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated July 7, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 8, 2008. | |
| Exhibit T3A-8 | Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed November 17, 2008. | |
| Exhibit T3A-9 | Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.10 of Form 10-Q filed August 10, 2009. | |
| Exhibit T3A-10 | Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.11 of Form 10-Q filed August 10, 2009. | |
| Exhibit T3B | Amended and Restated Bylaws of Zions Bancorporation dated May 4, 2007, incorporated by reference to Exhibit 3.2 of Form 8-K filed on May 9, 2007. | |
| Exhibit T3C-1 | Indenture, dated as of September 10, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as Trustee, incorporated by reference to Exhibit T3C-1 of Form T-3 filed June 1, 2009. | |
| Exhibit T3C-2 | Supplemental Indenture, dated as of June 30, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as Trustee, incorporated by reference to Exhibit 4.2 of Form 8-K filed July 2, 2009. | |
| Exhibit T3D | Not applicable. | |
| Exhibit T3E* | Form of Exchange Agreement between the Company and Jackson National Life Insurance Company . | |
| Exhibit T3F | Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C-1). | |
| Exhibit T3G* | Statement of eligibility and qualification of the Trustee on Form T-1. |
| * | Filed herewith. |
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Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Zions Bancorporation, a corporation organized and existing under the laws of the State of Utah, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Salt Lake City and State of Utah, on the 15th day of December, 2009.
| (Seal) | Zions Bancorporation | |||||||
| Attest: |
/s/ Jennifer R. Jolley | By: | /s/ Thomas E. Laursen | |||||
| Name: Jennifer R. Jolley Title: Assistant Secretary |
Name: Thomas E. Laursen Title: Executive Vice President and General Counsel | |||||||
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| Exhibit No. |
Description | |||
| Exhibit T3A-1 |
Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993. | |||
| Exhibit T3A-2 |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 30, 1997, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2008. | |||
| Exhibit T3A-3 |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 24, 1998, incorporated by reference to Exhibit 3.3 of Form 10-K for the year ended December 31, 2003. | |||
| Exhibit T3A-4 |
Articles of Amendment to Restated Articles of Incorporation of Zions Bancorporation dated April 25, 2001, incorporated by reference to Exhibit 3.6 of Form S-4 filed July 13, 2001. | |||
| Exhibit T3A-5 |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated December 5, 2006, incorporated by reference to Exhibit 3.1 of Form 8-K filed December 7, 2006. | |||
| Exhibit T3A-6 |
Articles of Merger of The Stockmen’s Bancorp, Inc. with and into Zions Bancorporation, effective January 17, 2007, incorporated by reference to Exhibit 3.6 of Form 10-K for the year ended December 31, 2006. | |||
| Exhibit T3A-7 |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated July 7, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 8, 2008. | |||
| Exhibit T3A-8 |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed November 17, 2008. | |||
| Exhibit T3A-9 |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.10 of Form 10-Q filed August 10, 2009. | |||
| Exhibit T3A-10 |
Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.11 of Form 10-Q filed August 10, 2009. | |||
| Exhibit T3B |
Amended and Restated Bylaws of Zions Bancorporation dated May 4, 2007, incorporated by reference to Exhibit 3.2 of Form 8-K filed on May 9, 2007. | |||
| Exhibit T3C-1 |
Indenture, dated as of September 10, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as Trustee, incorporated by reference to Exhibit T3C-1 of Form T-3 filed June 1, 2009. | |||
| Exhibit T3C-2 |
Supplemental Indenture, dated as of June 30, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as Trustee, incorporated by reference to Exhibit 4.2 of Form 8-K filed July 2, 2009. | |||
| Exhibit T3D |
Not applicable. | |||
| Exhibit T3E* |
Form of Exchange Agreement between the Company and Jackson National Life Insurance Company. | |||
| Exhibit T3F |
Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C-1). | |||
| Exhibit T3G* |
Statement of eligibility and qualification of the Trustee on Form T-1. | |||
| * | Filed herewith. |
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