Filed by Zions Bancorporation
Pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Amegy Bancorporation, Inc.
Commission File No.:000-22007
The slides contained in this filing were used in a presentation delivered by Doyle L. Arnold, vice-chairman and chief financial officer of Zions Bancorporation, at the KBW Large Cap Banking Conference on August 9, 2005.
FORWARD-LOOKING STATEMENTS
Statements contained in this filing which are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the merger between Zions Bancorporation and Amegy Bancorporation, Inc., including future financial and operating results and performance; statements about Zions Bancorporation’s and Amegy Bancorporation, Inc.’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”, “will”, “should”, “may” or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of the management of Zions Bancorporation and Amegy Bancorporation, Inc. and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of Zions Bancorporation and Amegy Bancorporation, Inc. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Zions Bancorporation and Amegy Bancorporation, Inc. may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities and cost savings from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs, customer losses and business disruption following the merger, including adverse effects on relationships with employees, may be greater than expected; (4) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; (5) the stockholders of Amegy Bancorporation, Inc. may fail to approve the merger; (6) adverse governmental or regulatory policies may be enacted; (7) competition from other financial services companies; (8) economic conditions, either nationally or locally in areas in which Zions Bancorporation and Amegy Bancorporation, Inc. conduct their operations, being less favorable than expected; (9) changes in the interest rate environment reducing expected interest margins; and (10) legislation or regulatory changes, which adversely affect the ability of Zions Bancorporation or Amegy Bancorporation, Inc. to conduct the businesses in which they are engaged. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2004 Annual Reports on Form 10-K of Zions Bancorporation and Amegy Bancorporation, Inc. filed with the Securities and Exchange Commission and available at the SEC’s Internet site (http://www.sec.gov). Neither Zions Bancorporation nor Amegy Bancorporation, Inc. undertakes any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date on which such statements were made.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger transaction involving Zions Bancorporation and Amegy Bancorporation, Inc. Zions Bancorporation will file a Form S-4, Amegy Bancorporation will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Zions free of charge by contacting: Investor Relations, Zions Bancorporation, One South Main Street, Suite 1134, Salt Lake City, Utah 84111, (801) 524-4787. You may obtain documents filed with the SEC by Amegy free of charge by contacting: Controller, Amegy Bancorporation, 4400 Post Oak Parkway, Houston, Texas 77027, (713) 235-8800.
PARTICIPANTS IN SOLICITATION
Zions Bancorporation, Amegy Bancorporation, Inc., and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Amegy’s shareholders in connection with the merger. Information about the directors and executive officers of Zions and their ownership of Zions stock is set forth in the proxy statement for Zions’ 2005 Annual Meeting of Shareholders. Information about the directors and executive officers of Amegy and their ownership of Amegy stock is set forth in the proxy statement for Amegy’s 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available.
KBW Large Cap Bank Conference
9 August 2005
The Intermountain West’s Largest Banking Company
Total Assets Over $30 Billion
26th Largest Domestic Bank by Deposits S&P 500 Index NASDAQ Financial 100 Index Nearly 400 Offices and 500 ATMs in 8 States
National Rankings
Zions Ranks in the Top Ten in Each of the Following
SBA 504 and similar lending SBA 7(a) Lending
Origination of Agricultural Mortgages Sold in Secondary Market Electronic Odd-Lot Corporate Bond Trading Municipal Finance Advisory
THE COMMERCE BANK OF WASHINGTON
NEVADA STATE BANK ZIONS BANK
CALIFORNIA BANK TRUST VECTRA BANK CLORADO NATIONAL BANK OF ARIZONA
A Collection of Great Banks…
…With a Great Growth Footprint
2005 – 2010 Projected Weighted Average (by MSA) Population Growth
12%
11.1%
10.6% 10.3%
9.5%
8.9% 8.7% 8.7%
8.1% 7.7%
7.4% 7.1%
6.6% 6.5% 6.3% 6.3% 6.2%
5.7% 5.7% 5.6% 5.5%
5.1% 5.0%
3.1% 3.0% 3.0% 3.0% 3.0% 2.9% 2.4% 2.0%
10%
8%
6%
4%
2%
0%
Source: SNL DataSource
Note: Includes selected peers
SunTrust Zions Compass
Wachovia
Wells Fargo
Washington Mutual
Golden West
Northern Trust
Bank of America
BB&T
AmSouth
First Horizon
US Bancorp
National Average
Regions
UnionBanCal
JP Morgan
Fifth Third
Marshall & Ilsley
Comerica
Huntington
Citigroup
Bank of New York
M&T Bank
PNC
Sovereign
KeyCorp
National City
Mellon
Popular
Recent Performance
“A Picture Perfect Quarter”
Record Income of $1.30 per share ROE of 16.56% Tax-equivalent Revenue Growth of 18% LQA
Strong Loan and Deposit Growth Expanding Margin Pristine Credit Quality
Franchise Growth
28,000 26,000 24,000 22,000 20,000
$mm
18,000 16,000 14,000 12,000
10 . 84%
CAG R
26,732
24,399
9. 11% CAGR
Q1 -01
Q2 -01
Q3 -01
Q4 -01
Q1 -02
Q2 -02
Q3 -02
Q4 -02
Q1 -03
Q2 -03
Q3 -03
Q4 -03
Q1 -04
Q2 -04
Q3 -04
Q4 -04
Q1 -05
Q2 -05
Loans
Deposits
*Includes loans sold and being serviced
Net Income
$mm 500 450 400 350 300 250 200 150 100 50 0
17.3% CAGR
93
115
138
143
194
162
283
256
338
406
458
1995
1996
1997
1998
1999
2000
2001 2002 2003
2004
2005*
* 1H-05 Annualized Net Income
Earnings Per Share $6 $5 $4 $3 $2 $1 $0
13.4% CAGR
$1.92 $1.75 $2.26 $1.86 $1.69 $1.42
$3.07 $2.78 $3.72 $5.00 $4.47
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005*
* 1H-05 Annualized EPS
Strong Asset Quality Relative to Peers
NCOs as % of Average Total Loans (Annualized)
0.80% 0.70% 0.60% 0.50% 0.40% 0.30% 0.20% 0.10% 0.00%
Zions
Peers
0.26%
0.07%
2nd Qtr 99 3rd Qtr 99 4th Qtr 99 1st Qtr 00 2nd Qtr 00 3rd Qtr 00 4th Qtr 00 1st Qtr 01 2nd Qtr 01 3rd Qtr 01 4th Qtr 01 1st Qtr 02 2nd Qtr 02 3rd Qtr 02 4th Qtr 02 1st Qtr 03 2nd Qtr 03 3rd Qtr 03 4th Qtr 03 1st Qtr 04 2nd Qtr 04 3rd Qtr 04 4th Qtr 04 1st Qtr 05 2nd Qtr 05
Note: Peer group is defined as U.S. bank holding companies with assets > $10 billion.
Stable Margin in a Volatile Environment
Zions NIM vs. 30-Day LIBOR
7.00%
6.00%
5.00%
4.00%
3.00%
2.00%
1.00%
4.60%
3.45% 3.05%
Mar-98 Jun-98 Sep-98 Dec-98 Mar-99 Jun-99 Sep-99 Dec-99 Mar-00 Jun-00 Sep-00 Dec-00
Mar-01 Jun-01 Sep-01 Dec-01 Mar-02 Jun-02 Sep-02 Dec-02 Mar-03 Jun-03 Sep-03 Dec-03 Mar-04 Jun-04 Sep-04 Dec-04 Mar-05 Jun-05
ZION NIM
Libor
Top 50 Bank NIM Avg
Improving Expense Management
64
62
Efficiency Ratio (%) 60
58
56 54 52
56.64
55.67
1995 1996
1997
1998
1999
2000
2001
2002
2003 2004
1H-05
Zions Bancorporation
Peer Average
Source: SNL peer data defined as top 50 U.S. banks by asset size
Looking to the Future
Remainder of 2005
Continued loan growth
Deposit growth slower than loan growth
Relatively stable NIM
Continued strong asset quality
Revenue growth exceeding operating expense growth
A New Addition to Our Collection of Great Banks
Nevada State Bank
Branches: 68 Deposits: $3.07 Rank: 4th 2004 ROAA: 1.6% 5-Yr. Dep. Growth: 8.3% 5-Yr. Asset Growth: 7.5%
California Bank & Trust
Branches: 91 Deposits: $8.3B
Rank: 8th 2004 ROAA: 1.5% 5-Yr. Dep. Growth: 8.8% 5-Yr. Asset Growth: 9.7%
National Bank of Arizona
Branches: 54 Deposits: $3.1B
Rank: 4th 2004 ROAA: 1.4% 5-Yr. Dep. Growth: 19.7% 5-Yr. Asset Growth: 17.7%
Commerce Bank of Washington
Branches: 1 Deposits: $0.4B
Rank: 16th 2004 ROAA: 1.6% 5-Yr. Dep. Growth: 5.4% 5-Yr. Asset Growth: 10.6%
Zions Bank
Branches: 133 Deposits: $8.2B
Rank: 1st (UT) / 3rd (ID) 2004 ROAA: 1.3% 5-Yr. Dep. Growth: 14.2% 5-Yr. Asset Growth: 8.8%
Vectra Bank Colorado
Branches: 40 Deposits: $1.6B
Rank: 4th 2004 ROAA: 0.8% 5-Yr. Dep. Growth: 1.4% 5-Yr. Asset Growth: 1.2%
Amegy Bank
Branches: 82 Deposits: $5.8B
Rank: 7th 2004 ROAA: 1.1% 5-Yr. Dep. Growth: 16.0% 5-Yr. Asset Growth: 20.5%
Note: Deposit and asset growth from March 31, 2000 to March 31, 2005. Rank by bank deposits in state.
The Best Footprint in Banking
2005 – 2010 Projected Weighted Average (by MSA) Population Growth
12%
10%
8%
6%
4%
2%
0%
11.4%
11.1%
10.3%
9.5%
8.9%
8.7%
8.7%
8.1%
7.7%
7.4%
7.1%
6.6%
6.5%
6.3%
6.3%
6.2%
5.7%
5.7%
5.6%
5.5%
5.1%
5.0%
3.1%
3.0%
3.0%
3.0%
3.0%
2.9%
2.4%
2.0%
Pro Forma Zions
SunTrust
Compass
Wachovia
Wells Fargo
Washington Mutual
Golden West
Northern Trust
Bank of America
BB&T
AmSouth
First Horizon
US Bancorp
National Average
Regions
UnionBanCal
JP Morgan
Fifth Third
Marshall & Ilsley
Comerica
Huntington
Citigroup
Bank of New York
M&T Bank
PNC
Sovereign
KeyCorp
National City
Mellon
Popular
Source: SNL DataSource Note: Includes selected peers
Amegy Enhances Growth
Amegy’s growth has been consistent with Zions’ superior growth rates
Loans
($ bn)
$35
$30
$25
$20
$15
$10
$5
$0
$14.2
$16.7
$17.1
$19.8
$18.8
$21.9
$19.7
$23.2
$22.4
$27.0
$22.7
$27.4
PF
ZION
CAGR = 12.4%
ZION
CAGR =
11.7 %
2000
2001
2002
2003
2004
3/31/05
ZION
Pro Forma ZION
Deposits
($ bn)
$35
$30
$25
$20
$15
$10
$5
$0
$15.1
$18.2
$17.8
$21.3
$20.1
$24.0
$20.9
$25.3
$23.3
$28.9
$23.9
$29.7
P F
ZION
CAG R
=
1 2
.
3 %
ZION
CAGR
=
11.4 %
2000
2001
2002
2003
2004
3/31/05
ZION
Pro Forma ZION
Asset Quality Remains Strong
NCOs as % of Average Total Loans (Annualized)
0.80%
0.70%
0.60%
0.50%
0.40%
0.30%
0.20%
0.10%
0.00%
-0.10% 99
Qtr
-0.20%
0.26%
0.27%
0.07%
-0.20% 2nd -0.10%
3 Qtr rd 99
4th Qtr
99
Qtr
1st 99
Qtr
2nd 00
3 Qtr 00 rd
4th Qtr
00
Qtr
1st 00
Qtr
2nd 01
3 Qtr rd 01
4th Qtr
01
Qtr01
1st
2nd Qtr
02
3 Qtr rd 02
4th Qtr
02
Qtr
1st 02
Qtr
2nd 03
3 Qtr 03 rd
4th Qtr
03
Qtr
1st 03
Qtr
2nd 04
3 Qtr rd 04
4th Qtr
04
Qtr 04
1st
Qtr
2nd 05
Qtr 05
Zions
Amegy
assets >
Peers
Note: Peer group is defined as U.S. bank holding companies with assets > $10 billion.
Interest Rate Risk
Zions NIM vs. 30-Day LIBOR
7.00%
6.00%
5.00%
4.00%
3.00%
2.00%
1.00%
4.60%
3.77%
3.45%
3.05%
Mar- 98
Jun-98
Sep-98
Dec-98
Mar-99
Jun-99
Sep-99
Dec-99
Mar-00
Jun-00
Sep-00
Dec-00
Mar-01
Jun-01
Sep-01
Dec-01
Mar-02
Jun-02
Sep-02
Dec-02
Mar- 03
Jun- 03
Sep-03
Dec-03
Mar-04
Jun-04
Sep-04
Dec-04
Mar-05
Jun-05
ZION NIM
Libor
Top 50 Bank NIM Avg
Amegy
Interest Rate Risk
Zions NIM vs. 30-Day LIBOR
5.00%
4.80%
4.60%
4.40%
4.20%
4.00%
3.80%
3.60%
3.40%
3.20%
3.00%
4.60%
3.77%
3.45%
Ma r- 98
Jun-98
Sep-98
Dec-98
Ma r-99
Jun- 99
Sep-99
Dec-99
Ma r-00
Jun-00
Sep-00
Dec-00
Mar-01
Jun-01
Sep-01
Dec-01
Mar-02
Jun-02
Sep-02
Dec-02
Ma r- 03
Jun-03
Sep-03
Dec-03
Mar- 04
Jun- 04
Sep-04
Dec-04
Mar- 05
Jun- 05
ZION NIM
Top 50 Bank NIM Avg
Amegy
Expense Management
Efficiency Ratio (%)
68 66 64 62 60 58 56 54 52
67.03
56.64
55.67
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
1H-05
Zions Bancorporation
Peer Average
Amegy
Source: SNL peer data defined as top 50 U.S. banks by asset size
Bringing Expenses In Line
Amegy Efficiency Ratio 67%
Zions Efficiency Ratio 56%
Zions Subsidiary Bank Eff. Ratio (avg) 53%
Cost Reduction required to bring $44MM (17%)
Amegy to 56%
Cost Reduction required to bring $55MM (21%)
Amegy to 53%
Amegy Acquisition
Continue the great organic growth
Maintain the credit culture
Improve interest rate risk management
Improve efficiency
A genuinely unique opportunity to create the best growth franchise in banking
Additional Information and Where to Find It
Zions Bancorporation will file a Form S-4, Amegy Bancorporation will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4 AND PROXY STATEMENT WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Zions free of charge by contacting: Investor Relations, Zions Bancorporation, One South Main Street, Suite 1134, Salt Lake City, Utah 84111, (801) 524-4787. You may obtain documents filed with the SEC by Amegy free of charge by contacting: Controller, Amegy Bancorporation, 4400 Post Oak Parkway, Houston, Texas 77027, (713) 235-8800.
Interest of Certain Persons in the Merger
Zions, Amegy, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Amegy’s shareholders in connection with the merger. Information about the directors and executive officers of Zions and their ownership of Zions stock is set forth in the proxy statement for Zions’ 2005 Annual Meeting of Shareholders. Information about the directors and executive officers of Amegy and their ownership of Amegy stock is set forth in the proxy statement for Amegy’s 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger when they become available. Investors should read the Form S-4 and proxy statement carefully when they become available before making any voting or investment decisions.
Forward-Looking Statements
This presentation contains statements regarding the projected performance of Zions Bancorporation. These statements constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act. Actual results or achievements may differ materially from the projections provided in this presentation since such projections involve significant known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: competitive pressures among financial institutions increasing significantly; economic conditions, either nationally or locally in areas in which Zions Bancorporation conducts their operations, being less favorable than expected; changes in the interest rate environment reducing expected interest margins; legislation or regulatory changes, which adversely affect the ability of the company to conduct the business in which the company would be engaged; delays in adoption of digital certificates for online services. Zions Bancorporation disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein to reflect future events or developments.
KBW Large Cap Bank Conference
9 August 2005