-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GiG5NpAKcX7rTem+nxGe8BZPtXfzquenAbUfS1LneEPFpMrZEPX1GQ/N0yegwYAA XDwVQOIVTGk4yTwV33iAbg== 0000109380-04-000036.txt : 20040315 0000109380-04-000036.hdr.sgml : 20040315 20040315171335 ACCESSION NUMBER: 0000109380-04-000036 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUOTESMITH COM INC CENTRAL INDEX KEY: 0001079996 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 581521612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-56673 FILM NUMBER: 04670413 BUSINESS ADDRESS: STREET 1: 8205 SOUTH CASS AVE STREET 2: SUITE 102 CITY: DARIEN STATE: IL ZIP: 60561 BUSINESS PHONE: 6305150170 MAIL ADDRESS: STREET 1: 8205 SOUTH CASS AVENUE CITY: DARIEN STATE: IL ZIP: 60561 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ZIONS BANCORPORATION /UT/ CENTRAL INDEX KEY: 0000109380 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 870227400 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015244787 MAIL ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS UTAH BANCORPORATION DATE OF NAME CHANGE: 19870615 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS FIRST NATIONAL INVESTMENT CO DATE OF NAME CHANGE: 19660921 SC 13D 1 quotesmith-13d.htm QUOTESMITH.COM 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Quotesmith.com, Inc.

(Name of Issuer)

Common Stock, par value $0.003 per share

(Title of Class of Securities)

749117107

(CUSIP Number)

Zions Bancorporation

One South Main Street, Suite 1134

Salt Lake City, Utah 84111
Attn: W. David Hemingway

(801) 524-4787

with a copy to:

Stanley F. Farrar, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067-1725
(310) 712-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 15 pages

CUSIP No. 749117107


1	NAME OF REPORTING PERSON Zions Bancorporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS* WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o

6	CITIZENSHIP OR PLACE OF ORGANIZATION Utah

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,363,636⁽¹⁾

		8	SHARED VOTING POWER 3,076,945⁽¹⁾

		9	SOLE DISPOSITIVE POWER 2,363,636⁽¹⁾

		10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,363,636⁽¹⁾

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.3%

14	TYPE OF REPORTING PERSON* CO, HC

⁽¹⁾	See Items 4, 5 and 6.

-2-

Page 3 of 15 pages

ITEM 1.

Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.003 per share (the “Common Stock”), of Quotesmith.com, Inc., a Delaware corporation (“Quotesmith”). The principal executive offices of Quotesmith are located at 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561.

ITEM 2.

Identity and Background.

This Statement is filed by Zions Bancorporation, a corporation organized under the laws of the State of Utah and registered as a financial holding company under the Bank Holding Company Act of 1956, as amended (“Zions”), on its own behalf, with respect to the 2,363,636 shares of Common Stock (the “Shares”) to be purchased by Zions upon the terms, and subject to the conditions, set forth in the Stock Purchase Agreement, dated as of March 1, 2004 (the “Stock Purchase Agreement”), by and between Quotesmith and Zions.

The principal business of Zions is that of a holding company for its banking subsidiaries. Zions’s principal business and principal office is located at One South Main Street, Suite 1134, Salt Lake City, Utah 84111.

Schedule 1 hereto sets forth the following information with respect to each executive officer and director of Zions: (1) name, (2) business address, (3) citizenship and (4) present principal occupation or employment and the name of any corporation or other organization in which such employment is conducted.

During the past five years, neither Zions nor, to the knowledge of Zions, any of the persons listed on Schedule 1 hereto, has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

Source and Amount of Funds or Other Consideration.

Zions has agreed to acquire the Shares from Quotesmith upon the terms, and subject to the conditions, set forth in the Stock Purchase Agreement. As of the date of the filing of this Statement, Zions contemplates that the funds to be used to consummate the purchase of the Shares shall come from its working capital. The aggregate purchase price to be paid by Zions for the Shares is $13,000,000. No funds are to be borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

ITEM 4.

Purpose of Transaction.

-3-

Page 4 of 15 pages

The information contained in Item 6 of this Statement is hereby incorporated by reference herein.

Zions has agreed to acquire the Shares for investment purposes. Consistent with such purpose, Zions has had, and may have in the future, discussions with the management of Quotesmith and may make suggestions concerning Quotesmith’s operations, prospects, business and financial strategies, assets and liabilities, business and financing alternatives and such other matters as Zions may deem relevant to its planned investment in Quotesmith.

Upon the closing of the purchase of the Shares pursuant to the Stock Purchase Agreement, Zions will acquire 2,363,636 shares of Common Stock, representing approximately 32.3%⁽¹⁾of the issued and outstanding Common Stock. In addition, pursuant to the terms and conditions set forth in the Investor Rights Agreement described below, so long as Zions⁽²⁾holds at least 40% of the shares of Common Stock purchased by it pursuant to the Stock Purchase Agreement, each of Quotesmith, Robert S. Bland, Chairman of the Board, President and Chief Executive Officer of Quotesmith (“Bland”), William V. Thoms, Executive Vice President, Chief Operating Officer and Director of Quotesmith (“Thoms”), and Zions have agreed (1) that the number of directors on the Board of Directors of Quotesmith shall be fixed at 7 and (2) Zions shall be entitled to nominate or appoint one director to the Board of Directors of Quotesmith (the “Zions Director”).

As of the date of the filing of this Statement, none of Zions, nor, to the knowledge of Zions, any of the persons listed on Schedule 1 hereto, has any other plan or proposal which relates to or would result in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D. Zions, however, expects to evaluate on an ongoing basis Quotesmith’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions and other factors it deems appropriate. Accordingly, Zions reserves the right to change its plans and intentions at any time, as it deems appropriate, subject to relevant legal restrictions and certain contractual restrictions described in Item 6 below. To the knowledge of Zions, each of the persons listed on Schedule 1 hereto may make the same evaluation and reserves the same rights.

ITEM 5.

Interest in Securities of the Issuer.

The information contained in Item 6 of this Statement is hereby incorporated by reference herein.

(a) As of the date of the filing of this Statement, Zions does not own any shares of Common Stock. Upon the terms, and subject to the conditions, set forth in the Stock Purchase Agreement, including, among other things, approval of the issuance and sale of the Shares to

(1)	Percentage interest calculations in this Statement are based upon Quotesmith having 4,958,232 outstanding shares of Common Stock on March 1, 2004, the date the Stock Purchase Agreement was entered into, as represented by Quotesmith in Section 2.3 of the Stock Purchase Agreement.
(2)	For purposes of the descriptions herein of the terms and conditions of the Investor Rights Agreement, the term “Zions” shall include Zions and its affiliates and their respective successors or any transferee or assignee of all of the Shares.

-4-

Page 5 of 15 pages

Zions by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote, upon the consummation of the purchase of the Shares Zions will acquire 2,363,636 shares of Common Stock, representing approximately 32.3% of the issued and outstanding Common Stock. Because the purchase of the Shares and the consummation of the transactions contemplated by the Stock Purchase Agreement are subject to certain material contingencies, including shareholder approval, Zions disclaims current beneficial ownership of the 2,363,636 shares of Common Stock which it has agreed to purchase pursuant to the terms, and subject to the conditions, set forth in the Stock Purchase Agreement, and the filing of this Statement shall not be construed as an admission that Zions is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such shares of Common Stock.

In addition, because each of Bland and Thoms have agreed pursuant to the terms of the Investor Rights Agreement to vote their shares of capital stock of Quotesmith, and any shares of capital stock of Quotesmith for which they have voting rights, to elect the Zions Director, Zions, Bland and Thoms may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. Zions disclaims the existence of a group with Bland and Thoms, and neither the fact of this filing nor anything contained herein shall be deemed to be an admission by Zions that such a group exists.

The information in this Statement with respect to Bland and Thoms is based solely on information provided by Quotesmith to Zions. As of the date of the filing of this Statement, Bland is the beneficial owner of 2,356,445 shares of Common Stock, representing approximately 47.5% of the issued and outstanding Common Stock. As of the date of the filing of this Statement, Thoms is the beneficial owner of 720,500 shares of Common Stock, representing approximately 14.5% of the issued and outstanding Common Stock.

(b) Upon the closing of the purchase of the Shares pursuant to the Stock Purchase Agreement, Zions will have the sole power to vote and dispose or direct the vote or disposition of the Shares. Each of Bland and Thoms have the sole power to dispose or direct the disposition of all of the shares of Common Stock listed in Item 5(a). In addition, because each of Bland and Thoms have agreed pursuant to the terms of the Investor Rights Agreement to vote their shares of capital stock of Quotesmith, and any shares of capital stock of Quotesmith for which they have voting rights, to elect the Zions Director, Zions may be deemed to have shared power to vote or direct the voting of the 3,076,945 shares of Common Stock held by Bland and Thoms in the aggregate.

Bland’s business address is 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561. Bland is the Chairman, President and Chief Executive Officer of Quotesmith.

Thoms’s business address is 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561. Thoms is the Executive Vice President and Chief Operating Officer of Quotesmith.

-5-

Page 6 of 15 pages

During the past five years, to the knowledge of Zions, neither Bland nor Thoms has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Each of Bland and Thoms is a citizen of the United States.

(c) Except as described above, neither Zions, nor, to the knowledge of Zions, any of the persons listed on Schedule 1 hereto or Bland or Thoms, has effected any transactions in the securities of Quotesmith during the past 60 days.

(d) Not applicable.

(e) Not applicable.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Stock Purchase Agreement

Subject to the terms and conditions set forth in the Stock Purchase Agreement, Zions has agreed to purchase from Quotesmith 2,363,636 shares of Common Stock for an aggregate purchase price of $13,000,000. The closing of the purchase of the Shares is subject to customary closing conditions, including, among other things, approval of the issuance and sale of the Shares to Zions by the affirmative vote of a majority of the outstanding shares of Common Stock entitled to vote.

The Stock Purchase requires Quotesmith (1) to obtain Zions’s consent prior to taking actions or entering into transactions outside the ordinary course of business, (2) to take all necessary corporate action to permit the closing of the purchase of the Shares and (3) to take necessary or appropriate actions to assist and cooperate with Zions to permit the consummation of the purchase of the Shares. The description of the Stock Purchase Agreement in this Statement is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreement, which is hereby incorporated by reference herein.

Investor Rights Agreement

In connection with the execution of the Stock Purchase Agreement, Quotesmith, Zions, Bland and Thoms entered into the Investor Rights Agreement, dated as of March 1, 2004 (the “Investor Rights Agreement”). A description of the material terms of the Investor Rights Agreement is set forth below. The description of the Investor Rights Agreement in this Statement is subject to, and qualified in its entirety by, the full text of the Investor Rights Agreement, which is hereby incorporated by reference herein.

-6-

Page 7 of 15 pages>

Registration Rights

Quotesmith has agreed that under certain circumstances set forth in more detail in the Investor Rights Agreement it will register under the Securities Act of 1933, as amended (the “Securities Act”) the shares of Common Stock purchased by Zions pursuant to the Stock Purchase Agreement and any shares of Common Stock issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares of Common Stock.

Preemptive Rights

Subject to the terms and conditions specified in the Investor Rights Agreement and for so long as Zions holds shares representing at least 40% of the shares of Common Stock purchased by it pursuant to the Stock Purchase Agreement, Quotesmith grants to Zions a preemptive right to subscribe for future issuances and sales by Quotesmith of any shares of, or securities convertible into or exercisable or exchangeable for any shares of, any class or series of its capital stock other than certain issuances of employee stock options or purchases of Common Stock under Quotesmith’s employee stock purchase plan or offerings of securities pursuant to an effective registration statement under the Securities Act. In accordance with the procedures set forth in the Investor Rights Agreement, Zions may elect to purchase or obtain up to that portion of the shares of Common Stock to be offered which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion or exercise of any other security then held, by Zions bears to the total number of shares of Common Stock of Quotesmith then outstanding on a fully diluted basis.

Tag Along Rights

Subject to the terms and conditions specified in the Investor Rights Agreement and for so long as Zions holds at least 40% of the shares of Common Stock purchased by it pursuant to the Stock Purchase Agreement, each of Bland and Thoms agrees that if at any time they propose to enter into an agreement (or substantially contemporaneous agreements, whether or not with the same or affiliated parties) to sell or otherwise dispose of for value Common Stock in one or more related transactions other than in one or more Exempt Transactions (as defined below), then Bland or Thoms, as the case may be, will provide Zions with the opportunity to participate proportionately in any such sale. An “Exempt Transaction” means any sale or other disposition by Bland and/or Thoms, taken as a whole, which does not result in sales in excess of 200,000 shares of Common Stock in any 3 month period.

Zions Director

Subject to the terms and conditions specified in the Investor Rights Agreement and for so long as Zions holds shares representing at least forty percent (40%) of the shares of Common Stock purchased by it pursuant to the Stock Purchase Agreement, each of Quotesmith, Bland, Thoms and Zions has agreed that (1) the number of directors on the Board of Directors of Quotesmith will be fixed at 7 and (2) Zions will be entitled to nominate or appoint one director to the Board of Directors of Quotesmith. Each of Bland and Thoms has agreed to vote his shares of capital stock of

-7-

Page 8 of 15 pages

Quotesmith, and any shares of capital stock of Quotesmith for which he has voting rights, in favor of the election of the Zions Director. As a condition of any transfer of their shares of capital stock (other than an Exempt Transaction), each of Bland and Thoms has agreed to cause any transferee of all or a portion of his shares of capital stock of Quotesmith to join and be subject to the terms and conditions of the Investor Rights Agreement. The Zions Director will be entitled to all of the rights and privileges of any other director, including without limitation: (1) subject to applicable Nasdaq Stock Market, Inc. listing requirements and applicable law, the opportunity to serve on any committee of the Board of Directors, (2) the right to receive fees and compensation paid to directors, including for service on any committee, if applicable, and (3) the reimbursement of all reasonable expenses incurred by the Zions Director in the fulfillment of his or her duties as a director. In the event the Zions Director resigns or is removed, with or without cause, the vacancy caused by such removal shall be filled only by Zions if, at the time of such resignation or removal, Zions continues to be entitled to nominate a director pursuant to the terms and conditions of the Investor Rights Agreement.

Required Board of Directors Approvals

For so long as Zions holds shares representing at least 40% of the shares of Common Stock purchased by it pursuant to the Stock Purchase Agreement, the consent of the majority of the members of the Board of Directors of Quotesmith shall be required for Quotesmith or any of its subsidiaries to: (1) make any capital expenditures in excess of $500,000 in any single transaction or 115% of the amount approved for capital expenditures in the operating budget of Quotesmith for any fiscal year, (2) make any loan or advance, other than travel advances to employees in the ordinary course of business, (3) adopt any new or amend any existing employee benefit, severance, bonus or stock plan, or amend any outstanding grant or other agreement entered into in connection with any existing employee benefit, severance, bonus or stock plan, (4) engage in any transaction with any affiliate or officer, director or stockholder (or members of their immediate families), other than in the ordinary course of business and at arms length, (5) enter into any material contracts or commitments, (6) approve the annual operating and capital budget, or any amendments thereto or deviations therefrom, (7) establish board committees, (8) waive any material rights or consent to settle any material litigation, (9) institute litigation or similar proceedings outside the ordinary course of business or (10) make decisions to employ or terminate Quotesmith’s senior executives and fix their compensation.

For so long as Zions holds shares representing at least 40% of the shares of Common Stock purchased by it pursuant to the Stock Purchase Agreement, the consent of 75% of the members of the Board of Directors of Quotesmith shall be required for Quotesmith or any of its subsidiaries to: (1) authorize, issue or sell any equity security, subject to certain exceptions, (2) increase the aggregate authorized number of shares of Common Stock or any other class or series of common stock or preferred stock, (3) enter into any agreement with any holder of any securities of Quotesmith giving such holder the right to require Quotesmith to initiate any registration of Quotesmith’s securities under the Securities Act, (4) repurchase or redeem any of its securities other than on a pro rata basis amongst all securities of the same class being repurchased or redeemed, (5) merge, combine or consolidate with, or purchase all or substantially all of the securities of, any person or entity or purchase all or

-8-

Page 9 of 15 pages

substantially all of the assets and properties of, or otherwise acquire all or any portion of, any person or entity, for consideration in an amount, which when combined with all other such transactions in any fiscal year, exceeds $5,000,000, (6) merge, combine or consolidate with any person or entity in which it is not the surviving entity or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets, (7) sell or dispose of businesses or assets in excess of $1,000,000 in any fiscal year, (8) alter or change materially and adversely the rights of holders of Common Stock, (9) incur indebtedness or guarantees in excess of $2,500,000 individually or $5,000,000 in the aggregate, (10) amend or propose to amend its certificate of incorporation or by-laws, (11) liquidate or dissolve, effect any recapitalization or reorganization, or any stock split or reverse stock split, (12) engage in any other business other than that business currently engaged in by it or (13) declare any dividends or distributions.

Standstill Provisions

Without the prior consent of the majority of the members of the Board of Directors of Quotesmith, Zions and its affiliates may not, prior to March 1, 2005, (1) acquire or offer to acquire or agree to acquire from any person or entity, directly or indirectly, by purchase or otherwise (except in connection with (i) a stock split, reverse split or other reclassification or reorganization affecting the Common Stock generally or (ii) a stock dividend or other pro rata distribution by Quotesmith to holders of its outstanding Common Stock) any Common Stock or shares of capital stock exchangeable or convertible into Common Stock or any assets of Quotesmith; (2) initiate, propose or otherwise cause a special meeting of the stockholders of Quotesmith to elect directors of Quotesmith; (3) deposit any Common Stock into a voting trust, or, other than as contemplated by the Investor Rights Agreement, subject any Common Stock to any agreement or arrangement with respect to the voting of any Common Stock; (4) other than with respect to the Zions Director, seek, encourage or support either alone or in connection with others the election of members to the Board of Directors of Quotesmith except as nominated by the Nominating Committee of the Board of Directors of Quotesmith or seek the removal of any member of the Board of Directors of Quotesmith; (5) request Quotesmith (or its directors, officers, employees or agents) to amend, waive or modify any of the standstill provisions in the Investor Rights Agreement; (6) make, or in any way participate, in any “solicitation” of “proxies” (as such terms are used in the rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person or entity with respect to the voting of, any voting securities of Quotesmith; (7) make any public announcement with respect to, or publicly submit a proposal for or offer of, any extraordinary transaction involving Quotesmith or its securities or assets; (8) form, join or in any way participate in a “group” (as defined in Section 13(d)(3) of the Act) in connection with any of the foregoing.

Right of First Refusal

If at any time either Bland or Thoms desires to transfer (other than a transfer constituting an Exempt Transaction) any or all of his shares of Common Stock, he must give written notice of such proposed transfer to Zions setting forth the terms and conditions of such transfer and Zions may, by notice in writing to him within 20 days after the receipt of such written notice, elect in writing to purchase any or all of the shares of Common Stock proposed to be sold by him at the price specified in the written notice of such proposed transfer.

-9-

Page 10 of 15 pages

Subject to certain exceptions, for so long as there shall continue to be a Zions Director on the Board of Directors of Quotesmith, if at any time Zions desires to transfer any or all of its Shares of Common Stock to certain identified parties, Zions shall give written notice of such proposed transfer to each of Quotesmith, Bland and Thoms. For a period of 10 days after receipt of such written notice (the “Company Option Period”), Quotesmith may elect in writing to purchase any or all of the shares of Common Stock proposed to be sold by Zions at the price specified in the written notice of such proposed transfer. If Quotesmith does not elect to purchase all of the shares of Common Stock proposed to be sold by Zions, or exercises such right with respect to a portion of the shares of Common Stock proposed to be sold by Zions, then for a period of 10 days commencing on the earlier of (1) the date, if any, that Zions notifies each of Bland and Thoms in writing that Quotesmith has determined either not to exercise such right of purchase or to exercise such right only with respect to a portion of the shares of Common Stock proposed to be sold by Zions and (2) the expiration of the Company Option Period, each of Bland and Thoms shall have the right to purchase, on a pro rata basis, all or any portion of the shares of Common Stock proposed to be sold by Zions not so elected to be purchased by Quotesmith, at the price specified in the written notice of such proposed transfer.

Line of Business

Without the prior written consent of Zions, Quotesmith has agreed not to engage in any business other than that business currently engaged in by it.

All descriptions of the Stock Purchase Agreement herein are qualified in their entirety by the full text of the Stock Purchase Agreement, which is hereby incorporated by reference herein. All descriptions of the Investor Rights Agreement herein are qualified in their entirety by the full text of the Investor Rights Agreement, which is hereby incorporated by reference herein.

Except as set forth herein or in the exhibits filed herewith, there are no other contracts, arrangements, understandings or relationships of the type required to be disclosed in response to Item 6 of Schedule 13D.

ITEM 7.		Material to be Filed as Exhibits.
Exhibit 1:		Stock Purchase Agreement, dated as of March 1, 2004, by and between Quotesmith.com, Inc. and Zions Bancorporation (incorporated by reference to Exhibit 99.1 of Quotesmith’s Current Report on Form 8-K filed on March 5, 2004).
Exhibit 2:		Investor Rights Agreement, dated as of March 1, 2004, by and among Quotesmith.com, Inc., Zions Bancorporation, Robert S. Bland and William V. Thoms (incorporated by reference to Exhibit 99.2 of Quotesmith’s Current Report on Form 8-K filed on March 5, 2004).

-10-

Page 11 of 15 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated March 15, 2004

Zions Bancorporation

By: /s/ W. David Hemingway
      ——————————————
      Name: W. David Hemingway
      Title: Executive Vice President

Attention: Intentional misstatements or omissions of fact
constitutes Federal criminal violations (See 18 U.S.C. 1001)

-11-

Page 12 of 15 pages

EXHIBIT INDEX

Exhibit 1:		Stock Purchase Agreement, dated as of March 1, 2004, by and between Quotesmith.com, Inc. and Zions Bancorporation (incorporated by reference to Exhibit 99.1 of Quotesmith’s Current Report on Form 8-K filed on March 5, 2004).
Exhibit 2:		Investor Rights Agreement, dated as of March 1, 2004, by and among Quotesmith.com, Inc., Zions Bancorporation, Robert S. Bland and William V. Thoms (incorporated by reference to Exhibit 99.2 of Quotesmith’s Current Report on Form 8-K filed on March 5, 2004).

Page 13 of 15 pages

SCHEDULE 1

DIRECTORS AND EXECUTIVE OFFICERS OF ZIONS BANCORPORATION

The address of the principal office of Zions Bancorporation is One South Main Street, Suite 1134, Salt Lake City, Utah 84111, which is also the business address for each of the individuals listed below.

Each of the individuals listed below is a citizen of the United States.

NAME		PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT

Directors of Zions Bancorporation

Jerry C. Atkin		Chairman, President and Chief Executive Officer, SkyWest Airlines.

R. D. Cash		Former Chairman, President and Chief Executive Officer, Questar Corporation.

Patricia Frobes		Group Senior Vice President for Legal Affairs and Risk Management and General Counsel, The Irvine Company.

Richard H. Madsen		Former Chairman, President and Chief Executive Officer, ZCMI, 1990-2000.

Roger B. Porter		IBM Professor of Business and Government, Harvard University.

Stephen D. Quinn		Retired, former Managing Director and former General Partner of Goldman, Sachs & Co.

Harris H. Simmons		Chairman, President and Chief Executive Officer of Zions Bancorporation.

L.E. Simmons		President, SCF Partners, L.P.

Page 14 of 15 pages

Shelley Thomas Williams		Senior Director of Communications and Public Affairs, Huntsman Cancer Institute.


Non-director Officers of Zions Bancorporation

Bruce K. Alexander		Executive Vice President of Zions Bancorporation.

A. Scott Anderson		Executive Vice President of Zions Bancorporation.

Doyle L. Arnold		Executive Vice President, Chief Financial Officer and Secretary of Zions Bancorporation.

Nolan Bellon		Senior Vice President and Controller of Zions Bancorporation.

David E. Blackford		Executive Vice President of Zions Bancorporation.

Danne L. Buchanan		Executive Vice President of Zions Bancorporation.

Gerald J. Dent		Executive Vice President of Zions Bancorporation.

Michael DeVico		Executive Vice President of Zions Bancorporation.

George Feiger		Executive Vice President of Zions Bancorporation.

John J. Gisi		Executive Vice President of Zions Bancorporation.

Page 15 of 15 pages

W. David Hemingway		Executive Vice President of Zions Bancorporation.

Clark B. Hinckley		Senior Vice President of Zions Bancorporation.

William E. Martin		Executive Vice President of Zions Bancorporation.

Stanley D. Savage		Executive Vice President of Zions Bancorporation.

Merrill S. Wall		Executive Vice President of Zions Bancorporation.

-----END PRIVACY-ENHANCED MESSAGE-----