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| ZION > SEC Filings for ZION > Form 8-K on 7-Feb-2013 | All Recent SEC Filings |
7-Feb-2013
Material Modification to Rights of Security Holders, Amendments to Arti
Upon issuance of the Series G Preferred Stock (defined in Item 5.03 below) on February 7, 2013, the ability of Zions Bancorporation (the "Registrant") to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Registrant fails to pay dividends on its Series G Preferred Stock. These restrictions are set forth in the Articles of Amendment establishing the terms of the Series G Preferred Stock, a copy of which is listed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 6, 2013, the Registrant filed Articles of Amendment to its Restated Articles of Incorporation with the Utah Division of Corporations and Commercial Code, setting forth the terms of its Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock, liquidation preference $1,000 per share (the "Series G Preferred Stock"). A copy of the Articles of Amendment relating to the Series G Preferred Stock is listed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On January 31, 2013, the Registrant issued a press release, announcing the pricing of its public offering of depositary shares (the "Depositary Shares"), each representing a 1/40th interest in a share of the Company's Series G Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional exhibits are filed herewith in connection with the offering, issuance and sale of the Depositary Shares under the Registrant's Registration Statement on Form S-3 (No. 333-173299) previously filed with the Securities and Exchange Commission.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 31, 2013, between Zions
Bancorporation and Deutsche Bank Securities Inc. and Goldman, Sachs &
Co., as representatives of the several underwriters.
3.1, 4.1 Articles of Amendment to the Restated Articles of Incorporation of
Zions Bancorporation with respect to the Series G Fixed/Floating Rate
Non-Cumulative Perpetual Preferred Stock, dated February 5, 2013.
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Exhibit
No. Description
4.2 Form of certificate representing the Series G Fixed/Floating Rate
Non-Cumulative Perpetual Preferred Stock.
4.3 Form of Deposit Agreement among Zions Bancorporation, Zions First
National Bank and the holders from time to time of the Depositary
Receipts described therein.
4.4 Form of Depositary Receipt (included as part of Exhibit 4.3).
5.1 Opinion of Sullivan & Cromwell LLP.
5.2 Opinion of Callister Nebeker & McCullough, a Professional Corporation.
99.1 Zions Bancorporation Press Release dated January 31, 2013.
99.2 Information relating to Item 14 of the Registration Statement.
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