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ZION > SEC Filings for ZION > Form 8-K on 3-May-2013All Recent SEC Filings

Show all filings for ZIONS BANCORPORATION /UT/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ZIONS BANCORPORATION /UT/


3-May-2013

Material Modification to Rights of Security Holders, Amendments to Arti


Item 3.03 Material Modification to Rights of Security Holders

Upon issuance of the Series H Preferred Stock (defined in Item 5.03 below) on May 3, 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 H Preferred Stock. These restrictions are set forth in the Articles of Amendment establishing the terms of the Series H 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.



Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 30, 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 H Fixed-Rate Non-Cumulative Perpetual Preferred Stock, liquidation preference $1,000 per share (the "Series H Preferred Stock"). A copy of the Articles of Amendment relating to the Series H 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.



Item 8.01 Other Events

On April 29, 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 H 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.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                     Description

1.1          Underwriting Agreement, dated April 29, 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 H Fixed-Rate
             Non-Cumulative Perpetual Preferred Stock, dated April 29, 2013.


--------------------------------------------------------------------------------
Exhibit
  No.                                     Description

 4.2         Form of certificate representing the Series H Fixed-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 April 29, 2013.

99.2         Information relating to Item 14 of the Registration Statement.


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