-----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, UC/MJ/tVNBpZ7bf74w1nkCPeJf561GPEUmm/bobvjUimxfSNq4oIH6UHTcGZFBaE pE/zK9mHzch92/h9AOrZkg== 0000109380-04-000088.txt : 20040512 0000109380-04-000088.hdr.sgml : 20040512 20040512164533 ACCESSION NUMBER: 0000109380-04-000088 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20040512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUOTESMITH COM INC CENTRAL INDEX KEY: 0001079996 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 581521612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56673 FILM NUMBER: 04799877 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/A 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/A 1 quotesmith-13dam.htm 13D/AMENDMENT - QUOTESMITH.COM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 1)

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)

May 7, 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 9 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

		8	SHARED VOTING POWER 3,066,945⁽¹⁾

		9	SOLE DISPOSITIVE POWER 2,363,636

		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.

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Page 3 of 9 pages

This Amendment No. 1 (this “Amendment”) amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission on March 15, 2004. Unless otherwise stated herein, the Original 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Original 13D.

ITEM 3.

Source and Amount of Funds or Other Consideration.

The penultimate sentence of Item 3 is hereby amended and restated as follows:

The aggregate purchase price to be paid by Zions for the Shares is equal to (1) $13,000,000 less (2) any and all amounts (including, without limitation, principal and interest) payable to Zions (as of the date of the issuance and sale of the Shares pursuant to the Stock Purchase Agreement) pursuant to that certain Promissory Note, dated as of May 7, 2004 (the “Promissory Note”), made by Quotesmith for the benefit of Zions.

ITEM 4.

Purpose of Transaction.

The third paragraph of Item 4 is hereby amended and restated as follows:

Upon the issuance and sale of the Shares pursuant to the Stock Purchase Agreement, Zions will acquire 2,363,636 shares of Common Stock, representing approximately 32.3%⁽²⁾ of the issued and outstanding shares of Common Stock. In addition, pursuant to the terms and conditions set forth in the Investor Rights Agreement described in Item 6, so long as Zions⁽³⁾ holds at least 40% of the Shares, each of (1) Quotesmith, (2) Robert S. Bland, Chairman of the Board, President and Chief Executive Officer of Quotesmith (“Bland”), (3) Maureen A. Bland, Bland’s spouse (“Mrs. Bland”), (4) Southcote Partners, L.P., a Delaware limited partnership the general partners of which are Bland and Mrs. Bland (“Southcote” and, together with Bland and Mrs. Bland, the “Bland Parties”), (5) William V. Thoms, Executive Vice President, Chief Operating Officer and Director of Quotesmith (“Thoms”), (6) Susan E. Thoms, Thoms’ spouse (“Mrs. Thoms” and, together with Thoms, the “Thoms Parties”), and (7) Zions have agreed that (a) the number of Directors on the Board of Directors of Quotesmith shall be fixed at 7 and (b) Zions shall be entitled to nominate or appoint one director to the Board of Directors of Quotesmith (the “Zions Director”).

ITEM 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

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

⁽²⁾	Percentage interest calculations in this Amendment are based upon Quotesmith having 4,958,232 total 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.
⁽³⁾	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.

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Page 4 of 9 pages

(a) As of the date of the filing of this Amendment, Zions does not own any shares of Common Stock. Upon the satisfaction or waiver of the closing conditions set forth in the Stock Purchase Agreement (including, among other things, approval by the affirmative vote of a majority of the total votes cast on the issuance and sale of the Shares in person or by proxy at a meeting of Quotesmith’s stockholders duly called and held) and the issuance and sale of the Shares to Zions, Zions will acquire 2,363,636 shares of Common Stock, which represents approximately 32.3% of the outstanding shares of Common Stock. As described in more detail in Item 6, on May 7, 2004, each of the Bland Parties and the Thoms Parties entered into voting agreements with Zions pursuant to which they have agreed to vote or cause to be voted all of their shares of Common Stock in favor of, among other things, the issuance and sale of the Shares to Zions. Because the Bland Parties and the Thoms Parties own, in the aggregate, more than a majority of the total shares of Common Stock entitled to vote on such matter as of the date of this Amendment, the issuance and sale of the Shares is no longer subject to any material contingencies. Therefore, pursuant to Rule 13d-3 of the Act, Zions is the beneficial owner of 2,363,636 shares of Common Stock, representing approximately 32.3% of the issued and outstanding Common Stock.

In addition, because each of the Bland Parties and the Thoms Parties 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, the Bland Parties and the Thoms Parties 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 the Bland Parties and the Thoms Parties, 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 Amendment with respect to the Bland Parties and the Thoms Parties is based solely on information provided by Quotesmith to Zions. As of the date of this Amendment, each of Bland, Mrs. Bland and Southcote is the beneficial owner of 2,356,445 shares of Common Stock pursuant to Rule 13d-3 of the Act, representing approximately 47.5% of the issued and outstanding Common Stock. As of the date of this Amendment, each of Thoms and Mrs. Thoms is the beneficial owner of 710,500 shares of Common Stock pursuant to Rule 13d-3 of the Act, representing approximately 14.4% of the issued and outstanding Common Stock.

(b) Upon the satisfaction or waiver of the closing conditions set forth in the Stock Purchase Agreement (including, among other things, approval by the affirmative vote of a majority of the total votes cast on the issuance and sale of the Shares in person or by proxy at a meeting of Quotesmith’s stockholders duly called and held) and the issuance and sale of the Shares to Zions, Zions will have the sole power to vote and dispose or direct the vote or disposition of all of the Shares. Each of the Bland Parties and the Thoms Parties have the sole power to vote and dispose or direct the vote or disposition of all of their respective shares of Common Stock listed in Item 5(a). In addition, because each of the Bland Parties and the Thoms Parties 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 3,066,945 shares of Common Stock beneficially owned by the Bland Parties and the Thoms Parties in the aggregate.

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Page 5 of 9 pages

Each of the Bland Parties’ principal business and principal office address is 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561. Bland is the Chairman, President and Chief Executive Officer of Quotesmith. Mrs. Bland is a homemaker. Southcote is a holding company for all of the shares of Common Stock beneficially owned by Bland and Mrs. Bland. Each of Bland and Mrs. Bland are U.S. citizens. Southcote is a Delaware limited partnership.

Each of the Thoms Parties’ principal business and principal office address is 8205 South Cass Avenue, Suite 102, Darien, Illinois 60561. Thoms is the Executive Vice President, Chief Operating Officer and Director of Quotesmith. Mrs. Thoms is a homemaker. Each of Thoms and Mrs. Thoms are U.S. citizens.

During the past five years, to the best knowledge of Zions, none of the Bland Parties or the Thoms Parties 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.

On May 5, 2004, Thoms sold a total of 10,000 shares in the open market pursuant to a Rule 10b5-1 plan.

(c) Except as described above, neither Zions, nor, to the knowledge of Zions, any of the persons listed on Schedule 1 to the Original 13D, the Bland Parties or the Thoms Parties, 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.

Voting Agreements.

On May 7, 2004, Zions, on the one hand, and the Bland Parties, on the other hand, entered into a Voting Agreement (the “Bland Voting Agreement”). In addition, on May 7, 2004, Zions, on the one hand, and the Thoms Parties, on the other hand, entered into a Voting Agreement (the “Thoms Voting Agreement” and, together with the Bland Voting Agreement, the “Voting Agreements”). Except for the parties thereto and number of shares beneficially owned by such parties, the Bland Voting Agreement and the Thoms Voting Agreement are identical with respect to their provisions.

The Voting Agreements provide that each of the parties thereto will vote or cause to be voted all of their shares of Common Stock (1) in favor of the issuance and sale of 2,363,636 shares of Common Stock to Zions pursuant to terms of the Stock Purchase Agreement and the consummation of the transactions contemplated by the Stock Purchase Agreement and the Investor Rights Agreement; (2) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Quotesmith under the Stock Purchase Agreement; and (3) against any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adversely affect the benefit to Zions of the transactions contemplated by

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Page 6 of 9 pages

the Stock Purchase Agreement. Each of the parties thereto also agrees not to enter into any agreement, arrangement or understanding with any person or entity prior to the Termination Date (as defined below) to vote or give instructions, whether before or after the Termination Date, in any manner inconsistent with (1), (2) or (3) above.

The term “Termination Date” is defined for purposes of the Voting Agreements as the earlier of (1) the consummation of the transactions contemplated by the Stock Purchase Agreement and (2) the termination of the Stock Purchase Agreement in accordance with its terms.

All descriptions of the Bland Voting Agreement herein are qualified in their entirety by the full text of the Bland Voting Agreement, a copy of which is attached as Exhibit 1 hereto and is incorporated by reference herein. All descriptions of the Thoms Voting Agreement herein are qualified in their entirety by the full text of the Thoms Voting Agreement, a copy of which is attached as Exhibit 2 hereto and is incorporated by reference herein.

Stock Purchase Agreement Amendment.

The Stock Purchase Agreement was amended on May 7, 2004 (the “Stock Purchase Agreement Amendment”) to, among other things, (1) reduce the $13,000,000 purchase price for the Shares by any and all amounts (including, without limitation, principal and interest) payable to Zions pursuant to the Promissory Note as of the date of the issuance and sale of the Shares pursuant to the Stock Purchase Agreement, (2) provide that the closing of the issuance and sale of the Shares shall occur on the third business day after the satisfaction or waiver of the conditions to closing set forth in the Stock Purchase Agreement, (3) provide that the proceeds from the issuance and sale of the Shares will be used by Quotesmith to repay any amounts payable to Zions under the Promissory Note and for general corporate purposes, (4) reflect the fact that the applicable standard for stockholder approval of the issuance and sale of the Shares is approval by the affirmative vote of a majority of the total votes cast on such issuance and sale in person or by proxy at a meeting of Quotesmith’s stockholders duly called and held and not approval by the affirmative vote of a majority of the outstanding shares of Common Stock, (5) delete certain conditions to Quotesmith’s obligation to issue and sell the Shares to Zions and (6) change the date by which if the closing of the issuance and sale of the Shares has not occurred either Zions or Quotesmith may terminate the Stock Purchase Agreement (so long as they have not materially breached their obligations thereunder) from June 1, 2004 to November 7, 2004.

All descriptions of the Stock Purchase Agreement Amendment herein are qualified in their entirety by the full text of the Stock Purchase Agreement Amendment, a copy of which is attached as Exhibit 3 hereto and is incorporated by reference herein.

Joinder Agreements to the Investor Rights Agreement.

On May 7, 2004, each of Mrs. Bland, Southcote and Mrs. Thoms entered into joinder agreements (collectively, the “Joinder Agreements”) to the Investor Rights Agreement whereby they agreed to be bound by the terms and conditions of the Investor Rights Agreement to the same extent as Bland and Thoms.

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Page 7 of 9 pages

All descriptions of the Joinder Agreements herein are qualified in their entirety by the full text of the Form of Joinder Agreement to the Investor Rights Agreement, a copy of which is attached as Exhibit 4 hereto and is 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:		Voting Agreement, dated as of May 7, 2004, by and among Zions Bancorporation, on the one hand, and Robert S. Bland, Maureen A. Bland and Southcote Partners, L.P., on the other hand.
Exhibit 2:		Voting Agreement, dated as of May 7, 2004, by and among Zions Bancorporation, on the one hand, and William V. Thoms and Susan E. Thoms, on the other hand.
Exhibit 3:		Amendment No. 1, dated as of May 7, 2004, to Stock Purchase Agreement, dated as of March 1, 2004, by and between Quotesmith.com, Inc. and Zions Bancorporation.
Exhibit 4:		Form of Joinder Agreement, dated as of May 7, 2004, to Investor Rights Agreement, dated as of March 1, 2004, by and among Quotesmith.com, Inc., Zions Bancorporation, Robert S. Bland and William V. Thoms.

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Page 8 of 9 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 May 12, 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)

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Page 9 of 9 pages

EXHIBIT INDEX

Exhibit 1:		Voting Agreement, dated as of May 7, 2004, by and among Zions Bancorporation, on the one hand, and Robert S. Bland, Maureen A. Bland and Southcote Partners, L.P., on the other hand.
Exhibit 2:		Voting Agreement, dated as of May 7, 2004, by and among Zions Bancorporation, on the one hand, and William V. Thoms and Susan E. Thoms, on the other hand.
Exhibit 3:		Amendment No. 1, dated as of May 7, 2004, to Stock Purchase Agreement, dated as of March 1, 2004, by and between Quotesmith.com, Inc. and Zions Bancorporation.
Exhibit 4:		Form of Joinder Agreement, dated as of May 7, 2004, to Investor Rights Agreement, dated as of March 1, 2004, by and among Quotesmith.com, Inc., Zions Bancorporation, Robert S. Bland and William V. Thoms.

EX-1 2 quotesmith-13damex1.htm VOTING AGREEMENT - BLAND

EXHIBIT 1

EXECUTION COPY

VOTING AGREEMENT

This VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of May 7, 2004 by and among Zions Bancorporation, a Utah corporation (“Zions”), on the one hand, and Robert S. Bland, Maureen A. Bland and Southcote Partners, L.P., a Delaware limited partnership, on the other hand, (each, a “Stockholder” and, collectively, the “Stockholders”).

WHEREAS, Quotesmith.com, Inc., a Delaware corporation (“Quotesmith”), has entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of January 31, 2004 (executed on March 1, 2004), by and among Quotesmith, Life Quotes Acquisition, Inc., Kenneth L. Manley and Life Quotes, Inc.;

WHEREAS, Life Quotes Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Quotesmith (“Life Quotes Acquisition”), has entered into that certain Real Estate Purchase and Sale Agreement (the “Real Estate Purchase Agreement”), dated as of January 31, 2004 (executed on March 1, 2004), by and between the Kenneth L. Manley Revocable Trust dated as of June 10, 1987 and Life Quotes Acquisition;

WHEREAS, Zions and Quotesmith have entered into that certain Stock Purchase Agreement (as amended, extended or otherwise modified, the “Stock Purchase Agreement”), dated as of March 1, 2004, pursuant to which Zions has agreed to purchase and Quotesmith has agreed to issue and sell to Zions (the “Stock Sale”), subject to the terms and conditions set forth therein, 2,363,636 shares of Quotesmith’s common stock, par value $0.003 per share (“Common Stock”), for the purchase price of $13,000,000;

WHEREAS, the Stock Purchase Agreement currently contemplates that the proceeds from the Stock Sale will be used by Quotesmith to fund in part the transactions contemplated by the Asset Purchase Agreement and the Real Estate Purchase Agreement;

WHEREAS, the Stock Sale cannot be consummated until such time as Quotesmith convenes a meeting of its stockholders and the Stock Sale is approved by the affirmative vote of a majority of the total votes cast on such matter in person or by proxy at such meeting;

WHEREAS, Zions is willing to lend $6,500,000 to Quotesmith on the terms set forth in that certain Promissory Note (the “Note”), dated as of the date hereof, made by Quotesmith for the benefit of Zions, so that Quotesmith can consummate the transactions contemplated by the Asset Purchase Agreement and the Real Estate Purchase Agreement prior to stockholder approval and consummation of the Stock Sale;

WHEREAS, the terms of the Note and Amendment No. 1 to Stock Purchase Agreement, dated as of the date hereof, by and between Quotesmith and Zions require that the proceeds from the Stock Sale be used to pay in full in cash any outstanding amounts owed to Zions under the Note; and

WHEREAS, as a condition to making such loan to Quotesmith, Zions has required that each of the Stockholders enter into, and each of the Stockholders has agreed

to enter into, this Voting Agreement so as to ensure that the Stock Sale will be approved by the stockholders of Quotesmith, the transactions contemplated by the Stock Purchase Agreement will be consummated and the Note will be paid in full in cash upon the consummation of such transactions;

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Zions as follows:

	(a) Authority. Such Stockholder has all necessary power and authority to enter into this Voting Agreement and perform all of such Stockholder’s obligations hereunder.
	(b) Binding Obligation. This Voting Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
	(c) Ownership of Shares. Such Stockholder is the beneficial owner of the number of shares of Common Stock and options exercisable for shares of Common Stock set forth on Annex A hereto (the “Existing Shares” and, together with any shares of Common Stock or options exercisable for shares of Common Stock the beneficial ownership of which is acquired by such Stockholder after the date hereof, the “Shares”) and, as of the date hereof, the Existing Shares constitute all of the shares of Common Stock or options exercisable for shares of Common Stock beneficially owned by such Stockholder. With respect to the Existing Shares, except to the extent shared or deemed shared with Zions or any other Stockholder, such Stockholder has sole voting power and sole power to issue the instructions with respect to or otherwise engage in the actions set forth in Section 2 hereof, sole power of disposition, with no restrictions on the voting rights, rights of disposition or otherwise.
	(d) No Conflicts. Neither the execution, delivery and performance of this Voting Agreement nor the consummation of the transactions contemplated hereby will conflict with or constitute a violation of or a default under (with or without notice, lapse of time, or both) any contract, agreement, voting agreement, stockholders’ agreement, trust agreement, voting trust, proxy, power of attorney, pooling arrangement, note, mortgage, indenture, instrument, arrangement or other obligation or restriction of any kind to which such Stockholder is a party or which such Stockholder is subject to or bound.

2. Voting Agreement. Each of the Stockholders hereby agrees to vote or caused to be voted all of such Stockholder’s Shares (i) in favor of the issuance and sale of

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2,363,636 shares of Common Stock to Zions pursuant to terms of the Stock Purchase Agreement and the consummation of the transactions contemplated by the Stock Purchase Agreement and the Investor Rights Agreement; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Quotesmith under the Stock Purchase Agreement; and (iii) against any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially adversely affect the benefit to Zions of the transactions contemplated by the Stock Purchase Agreement. Each of the Stockholders agrees not to enter into any agreement, arrangement or understanding with any Person prior to the Termination Date (as defined below) to vote or give instructions, whether before or after the Termination Date, in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.

3. Stockholder Capacity. Each of the Stockholders is entering this Voting Agreement in such Stockholder’s capacity as the beneficial owner of the Shares, and not in such Stockholder’s capacity as a director or officer of Quotesmith. Nothing in this Voting Agreement shall be deemed in any manner to limit the discretion of any Stockholder to take any action, or fail to take any action, in such Stockholder’s capacity as a director or officer of Quotesmith that may be required of such Stockholder under applicable law.

4. Termination. The obligations of each of the Stockholders hereunder shall terminate upon the consummation of the transactions contemplated by the Stock Purchase Agreement. If the transactions contemplated by the Stock Purchase Agreement are not consummated, the obligations of each of the Stockholders hereunder shall terminate upon the termination of the Stock Purchase Agreement in accordance with its terms. The “Termination Date” for any particular provision hereunder shall be the date of termination of such Stockholder’s obligations pursuant to this Section 4.

5. Specific Performance. Each of the Stockholders acknowledges that such Stockholder would be impossible to determine the amount of damages that would result from any breach of any of such Stockholder’s obligations under this Voting Agreement and that the remedy at law for any breach, or threatened breach, would likely be inadequate and, accordingly, agrees that Zions shall, in addition to any other rights or remedies which such Stockholder may have at law or in equity, be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain such Stockholder from violating any of such Stockholder’s obligations under this Voting Agreement. In connection with any action or proceeding for such equitable or injunctive relief, each of the Stockholders hereby waives any claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have the obligations of such Stockholder under this Voting Agreement specifically enforced against them, without the necessity of posting bond or other security, and consents to the entry of equitable or injunctive relief against such Stockholder enjoining or restraining any breach or threatened breach of this Voting Agreement.

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6. Miscellaneous.

(a) Definitional Matters.

          (i)      For purposes of this Agreement, beneficial ownership shall be determined in accordance with Rules 13d-3 and 13d-5 under the United States Securities Exchange Act of 1934, as amended.

          (ii)      All capitalized terms used but not defined in this Voting Agreement shall have the respective meanings that the Stock Purchase Agreement ascribes to such terms.

          (iii)      The section and paragraph captions herein are for convenience of reference only, do not constitute part of this Voting Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

	(b) Entire Agreement. This Voting Agreement constitutes the entire agreement of the parties hereto with reference to the transactions contemplated hereby and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties or their respective representatives, agents or attorneys, with respect to the subject matter hereof.
	(c) Parties in Interest. This Voting Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors, assigns, estate, heirs, executors, administrators and other legal representatives, as the case may be. Nothing in this Voting Agreement, express or implied, is intended to confer upon any other Person, other than parties hereto or their respective successors, assigns, estate, heirs, executors, administrators and other legal representatives, as the case may be, any rights, remedies, obligations or liabilities under or by reason of this Voting Agreement.
	(d) Assignment. This Voting Agreement and the rights, interests and obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by any Stockholder without the prior written consent of Zions. This Voting Agreement and the rights, interests and obligations hereunder, may be assigned, by operation of law or otherwise, in whole or in part, by Zions to any Affiliate thereof. Any attempted assignment by any Stockholder contrary to the provisions of this Section 6(d) shall be null and void.
	(e) Modifications; Waivers. This Voting Agreement shall not be amended, altered or modified in any manner whatsoever, except by a written instrument executed by the parties hereto. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach of the same or similar nature.
	(f) Severability. Any term or provision of this Voting Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity and unenforceability without

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	rendering invalid or unenforceable the remaining terms and provisions of this Voting Agreement in any other jurisdiction. If any provision of this Voting Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
	(g) Governing Law; Venue. THIS VOTING AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. Each of the parties hereby irrevocably submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in Delaware solely in respect of the interpretation and enforcement of the provisions of this Voting Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that such party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Voting Agreement may not be enforced in or by such courts, and each of the parties hereto irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such Delaware state or federal court located in Delaware. The parties hereby consent to and grant any such court jurisdiction over the person and property of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 6(k) or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
	(h) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS VOTING AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS VOTING AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS VOTING AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS VOTING AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(h).

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	(i) Attorney’s Fees. The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Voting Agreement may recover from the unsuccessful party all fees and disbursements of counsel (including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding results in a judgment) and (b) any post-judgment or post-award Proceeding including, without limitation, one to enforce or collect any judgment or award resulting from any other Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, fees and disbursements of counsel.
	(j) Counterparts. This Voting Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
	(k) Notices. All notices, requests, demands or other communications which are required or may be given pursuant to the terms of this Voting Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if personally delivered by hand, (ii) on the third day after such notice is deposited in the United States mail, if mailed by registered or certified mail, postage prepaid, return receipt requested, (iii) on the date of delivery if sent by a nationally recognized overnight express courier (with charges prepaid), (iv) by facsimile upon written confirmation (other than the automatic confirmation that is received from the recipient’s facsimile machine) of receipt by the recipient of such notice (if a confirming copy is also sent by another method) or (v) by any other method of communication mutually agreed to by the parties hereto:

If to Zions, to:

          Zions Bancorporation
          One South Main Street, Suite 1156
          Salt Lake City, Utah 84111
          Attention: John B. Hopkins
          Telephone No.: (801) 844-8587
          Facsimile No.: (801) 524-2129

With a copy, which shall not
constitute notice, to:

          Sullivan & Cromwell LLP;
          1888 Century Park East, Suite 2100
          Los Angeles, CA 90067
          Attention: Stanley F. Farrar
          Telephone No.: (310) 712-6600
          Facsimile No.: (310) 712-8800

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If to any of the Stockholders, to:

          Robert S. Bland
          1512 Willow Creek Lane
          Darien, IL 60561
          Telephone No.: (630) 515-0170 ext. 101
          Facsimile No.: (630) 515-0276

With a copy, which shall not
constitute notice, to:

          Duane Morris LLP
          227 West Monroe, Suite 3400
          Chicago, IL 60606
          Attention: David J. Kaufman
          Telephone No: (312) 499-6741
          Facsimile No: (312) 499-6701

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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the date first above written.


	ZIONS BANCORPORATION By: /s/ John B. Hopkins Name: John B. Hopkins Title: Vice President of Finance /s/ Robert S. Bland Robert S. Bland /s/ Maureen A. Bland Maureen A. Bland
	SOUTHCOTE PARTNERS, L.P. By: /s/ Robert S. Bland Name: Robert S. Bland Title: General Partner By: /s/ Maureen A. Bland Name: Maureen A. Bland Title: General Partner

ANNEX A⁽¹⁾

Name of Stockholder	Number of shares of Common Stock beneficially owned	Number of options exercisable for shares of Common Stock beneficially owned	Percent of Common Stock beneficially owned on a fully diluted basis
Robert S. Bland	2,356,445	3,333	47.5%
Maureen A. Bland	2,356,445	0	47.5%
Southcote Partners, L.P.	2,356,445	0	47.5%

(1)	Does not include any shares owned by William V. Thoms or Susan E. Thoms which may be deemed to be beneficially owned by Robert S. Bland, Maureen A. Bland or Southcote Partners, L.P.

EX-2 3 quotesmith-13damex2.htm VOTING AGREEMENT - THOMS

EXHIBIT 2

EXECUTION COPY

VOTING AGREEMENT

This VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of May 7, 2004 by and among Zions Bancorporation, a Utah corporation (“Zions”), on the one hand, and William V. Thoms and Susan E. Thoms, on the other hand, (each, a “Stockholder” and, collectively, the “Stockholders”).

WHEREAS, as a condition to making such loan to Quotesmith, Zions has required that each of the Stockholders enter into, and each of the Stockholders has agreed

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Representations and Warranties of the Stockholders. Each of the Stockholders hereby represents and warrants to Zions as follows:

	(a) Authority. Such Stockholder has all necessary power and authority to enter into this Voting Agreement and perform all of such Stockholder’s obligations hereunder.
	(b) Binding Obligation. This Voting Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes a valid and legally binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
	(c) Ownership of Shares. Such Stockholder is the beneficial owner of the number of shares of Common Stock and options exercisable for shares of Common Stock set forth on Annex A hereto (the “Existing Shares” and, together with any shares of Common Stock or options exercisable for shares of Common Stock the beneficial ownership of which is acquired by such Stockholder after the date hereof, the “Shares”) and, as of the date hereof, the Existing Shares constitute all of the shares of Common Stock or options exercisable for shares of Common Stock beneficially owned by such Stockholder. With respect to the Existing Shares, except to the extent shared or deemed shared with Zions or any other Stockholder, such Stockholder has sole voting power and sole power to issue the instructions with respect to or otherwise engage in the actions set forth in Section 2 hereof, sole power of disposition, with no restrictions on the voting rights, rights of disposition or otherwise.
	(d) No Conflicts. Neither the execution, delivery and performance of this Voting Agreement nor the consummation of the transactions contemplated hereby will conflict with or constitute a violation of or a default under (with or without notice, lapse of time, or both) any contract, agreement, voting agreement, stockholders’ agreement, trust agreement, voting trust, proxy, power of attorney, pooling arrangement, note, mortgage, indenture, instrument, arrangement or other obligation or restriction of any kind to which such Stockholder is a party or which such Stockholder is subject to or bound.

2. Voting Agreement. Each of the Stockholders hereby agrees to vote or caused to be voted all of such Stockholder’s Shares (i) in favor of the issuance and sale of

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6. Miscellaneous.

(a) Definitional Matters.

	(b) Entire Agreement. This Voting Agreement constitutes the entire agreement of the parties hereto with reference to the transactions contemplated hereby and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties or their respective representatives, agents or attorneys, with respect to the subject matter hereof.
	(c) Parties in Interest. This Voting Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors, assigns, estate, heirs, executors, administrators and other legal representatives, as the case may be. Nothing in this Voting Agreement, express or implied, is intended to confer upon any other Person, other than parties hereto or their respective successors, assigns, estate, heirs, executors, administrators and other legal representatives, as the case may be, any rights, remedies, obligations or liabilities under or by reason of this Voting Agreement.
	(d) Assignment. This Voting Agreement and the rights, interests and obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by any Stockholder without the prior written consent of Zions. This Voting Agreement and the rights, interests and obligations hereunder, may be assigned, by operation of law or otherwise, in whole or in part, by Zions to any Affiliate thereof. Any attempted assignment by any Stockholder contrary to the provisions of this Section 6(d) shall be null and void.
	(e) Modifications; Waivers. This Voting Agreement shall not be amended, altered or modified in any manner whatsoever, except by a written instrument executed by the parties hereto. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach of the same or similar nature.
	(f) Severability. Any term or provision of this Voting Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity and unenforceability without

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	rendering invalid or unenforceable the remaining terms and provisions of this Voting Agreement in any other jurisdiction. If any provision of this Voting Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.
	(g) Governing Law; Venue. THIS VOTING AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. Each of the parties hereby irrevocably submits to the jurisdiction of the courts of the State of Delaware and the federal courts of the United States of America located in Delaware solely in respect of the interpretation and enforcement of the provisions of this Voting Agreement, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that such party is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Voting Agreement may not be enforced in or by such courts, and each of the parties hereto irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such Delaware state or federal court located in Delaware. The parties hereby consent to and grant any such court jurisdiction over the person and property of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 6(k) or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
	(h) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS VOTING AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS VOTING AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS VOTING AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS VOTING AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(h).

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	(i) Attorney’s Fees. The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Voting Agreement may recover from the unsuccessful party all fees and disbursements of counsel (including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding results in a judgment) and (b) any post-judgment or post-award Proceeding including, without limitation, one to enforce or collect any judgment or award resulting from any other Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, fees and disbursements of counsel.
	(j) Counterparts. This Voting Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
	(k) Notices. All notices, requests, demands or other communications which are required or may be given pursuant to the terms of this Voting Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery if personally delivered by hand, (ii) on the third day after such notice is deposited in the United States mail, if mailed by registered or certified mail, postage prepaid, return receipt requested, (iii) on the date of delivery if sent by a nationally recognized overnight express courier (with charges prepaid), (iv) by facsimile upon written confirmation (other than the automatic confirmation that is received from the recipient’s facsimile machine) of receipt by the recipient of such notice (if a confirming copy is also sent by another method) or (v) by any other method of communication mutually agreed to by the parties hereto:

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If to any of the Stockholders, to:

          William V. Thoms
          630 North Edgewood
          LaGrange Park, IL 60526
          Telephone No.: (630) 515-0170 ext. 202

          Facsimile No.: (630) 515-0276

With a copy, which shall not
constitute notice, to:

          Duane Morris LLP
          227 West Monroe, Suite 3400
          Chicago, IL 60606
          Attention: David J. Kaufman
          Telephone No: (312) 499-6741
          Facsimile No: (312) 499-6701

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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the date first above written.


	ZIONS BANCORPORATION By: /s/ John B. Hopkins Name: John B. Hopkins Title: Vice President of Finance /s/ William V. Thoms William V. Thoms /s/ Susan E. Thoms Susan E. Thoms

ANNEX A⁽¹⁾

Name of Stockholder		Number of shares of Common Stock beneficially owned		Number of options exercisable for shares of Common Stock beneficially owned		Percent of Common Stock beneficially owned on a fully diluted basis
William V. Thoms		710,500		6,000		14.4%
Susan E. Thoms		710,500		0		14.4%

(1)	Does not include any shares owned by Robert S. Bland, Maureen A. Bland or Southcote Partners, L.P. which may be deemed to be beneficially owned by William V. Thoms or Susan E. Thoms.

EX-3 4 quotesmith-13damex3.htm AMENDMENT TO STOCK PURCHASE AGREEMENT

EXHIBIT 3

EXECUTION COPY

QUOTESMITH.COM, INC.

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 1 to that certain Stock Purchase Agreement, dated as of the 1st day of March, 2004 (the “Agreement”), by and between QUOTESMITH.COM, INC., a Delaware corporation (the “Company”), and ZIONS BANCORPORATION, a Utah corporation (the “Investor”), is made as of this 7^th day of May, 2004 (this “Amendment”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement or in the Definitions Addendum attached thereto.

1. Amendment. The Agreement is hereby amended in the following respects:

	1.1	Section 1.1 is amended and restated in its entirety as follows: “Issuance and Sale of Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as defined below) and the Company agrees to issue and sell to the Investor at the Closing two million three hundred sixty three thousand six hundred thirty six (2,363,636) shares of the Company’s Common Stock (as defined below), which represent an equal number of preferred stock purchase rights pursuant to the Rights Agreement, dated as of July 30, 1999 (the “Rights Agreement”), between the Company and the Harris Trust and Savings Bank (collectively, the “Shares”), for a purchase price (the “Purchase Price”) equal to (i) thirteen million dollars ($13,000,000) less (ii) any and all amounts (including, without limitation, principal and interest) payable to Zions under the Promissory Note as of the date of the Closing. Upon the consummation of the Closing, the Promissory Note shall be deemed to have been paid in full by the Company and shall automatically be discharged. Immediately following the consummation of the Closing, the Investor shall mark the Promissory Note as cancelled and return the Promissory Note to the Company.”
	1.2	Section 1.2 is amended and restated in its entirety as follows: “Closing. Subject to the satisfaction or waiver of the conditions to Closing set forth in Sections 4 and 5 hereof, the purchase and sale of the Shares shall take place at the offices of Duane Morris LLP, 227 West Monroe Street, Suite 3400, Chicago, Illinois 60606, at 10:00 a.m. (local time), on the third (3^rd) Business Day after the satisfaction or waiver of the conditions to Closing set forth in Sections 4 and 5 hereof, or at such other time and place as the Company and the Investor mutually agree upon in writing (which time and place are designated as the “Closing”). At the Closing, the Company shall deliver to the Investor one or more Common Stock certificates in substantially the form of Exhibit A hereto representing the Common Stock being purchased under this Agreement against payment of the Purchase Price therefor by wire transfer of

		immediately available funds to the Company’s account (for credit to account number 385-974-1 at Harris Trust and Savings Bank, 111 W. Monroe, Chicago, IL 60606, ABA number 071000288, account name Quotesmith.com, Inc. or such other bank account of the Company designated by the Company in writing no later than the second Business Day immediately preceding the Closing) or to a designee of the Company.”
	1.3	Section 2.20 is amended and restated in its entirety as follows: “Financial Reports. The Company has delivered to the Investor its audited consolidated financial statements (balance sheets and statements of operations, statements of stockholders’ equity and statements of cash flows, including notes thereto) at December 31, 2003 and for the three fiscal year then ended, and its unaudited, reviewed, consolidated financial statements (balance sheets and statements of operations, statements of stockholders’ equity and statements of cash flows) as at and for the three-month period ended March 31, 2004 and the three-month period ended March 31, 2003 (the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, except that the unaudited reviewed Financial Statements may not contain all the footnotes required by GAAP. The Financial Statements fairly present the financial condition and operating results of the Company and its Subsidiaries as of the dates, and for the periods, indicated therein, subject in the case of the unaudited reviewed Financial Statements to the absence of complete notes and to normal year-end audit adjustments. Except as set forth in the Financial Statements, neither the Company nor any of its Subsidiaries has any Liabilities, other than (i) Liabilities incurred in the ordinary course of business subsequent to March 31, 2004 and (ii) obligations under Contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the Financial Statements, which, in both cases, individually or in the aggregate, are not material to the financial condition or operating results of the Company or any of its Subsidiaries. The Company and its Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP.”

1.4 In Section 2.22, the date “September 30, 2003” is deleted and replaced with “March 31, 2004”.

1.5

Section 2.29 is amended and restated in its entirety as follows:

“Use of Proceeds. The Company will use the Purchase Price (i) to repay any amounts payable to Zions under the Promissory Note and (ii) for general corporate purposes.

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1.6 In Section 4.15, the date “September 30, 2003” is deleted and replaced with “March 31, 2004”.

	1.7	Section 4.16 is amended and restated in its entirety as follows: “Life Quotes, Inc. Acquisition. The APA and Real Estate Purchase Agreement (i) shall be in form and substance reasonably satisfactory to the Investor and its counsel, (ii) shall have been duly authorized, executed and delivered by the parties thereto and approved by their respective stockholders, if necessary, (iii) shall constitute a valid, binding and enforceable obligation of the parties thereto and shall be in full force and effect, (iv) shall not have been amended or otherwise modified without the prior written consent of the Investor, (v) the conditions for the closing of the transactions set forth or contemplated therein shall have been satisfied or waived and (vi) the closing of the transactions set forth or contemplated therein shall occur prior to the Closing.”
	1.8	Section 4.18 is amended and restated in its entirety as follows: “Shareholder Approval. The issuance and sale of the Shares to the Investor shall have been duly approved at a meeting of the Company’s stockholders by the affirmative vote of a majority of the total votes cast on the matter in person or by proxy at such meeting.”
	1.9	Section 5 is amended and restated in its entirety as follows: “5.1 Legal Investment; Orders. The authorization, issuance, sale and delivery of the Shares shall be legally permitted by all laws and regulations to which the Investor and the Company are subject. No court or other Governmental Entity or authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered an Order. 5.2 Shareholder Approval. The issuance and sale of the Shares to the Investor shall have been duly approved at a meeting of the Company’s stockholders by the affirmative vote of a majority of the total votes cast on the matter in person or by proxy at such meeting.”
	1.10	Section 6.14(a)(iii) is amended and restated in its entirety as follows: “by either the Company or the Investor, so long as such Party has not materially breached its obligations hereunder, if the Closing has not occurred on or before November 7, 2004.”

1.11 The following definition is inserted in the Definitions Addendum between the definition of “Adverse Consequences” and the definition of “Business Day”:

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““APA” means that certain Asset Purchase Agreement, dated as of January 31, 2004, by and among the Company, Life Quotes Acquisition, Kenneth L. Manley and Life Quotes.”

1.12 The following definitions are inserted in the Definitions Addendum between the definition of “Lien or Liens” and the definition of “Material Adverse Effect”:

““Life Quotes Acquisition” means Life Quotes Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company.”

““Life Quotes, Inc." means Life Quotes, Inc., a Michigan corporation.”

1.13 The following definition is inserted in the Definitions Addendum between the definition of “Person” and the definition of “SEC”:

““Promissory Note” means that certain Promissory Note, dated as of May 7, 2004, made by Quotesmith for the benefit of Zions whereby Quotesmith unconditionally promises to pay to Zions, the principal sum of $6,500,000, together with accrued and unpaid interest, in lawful money of the United States of America and in immediately available funds on the earlier of (i) November 7, 2004 and (ii) the Closing.”

2. Miscellaneous.

2.1 No Other Changes. Except as expressly amended or modified by this Amendment, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

2.2 Representations and Warranties. Each of the Company and the Investor hereby represents and warrants that:

(a) It has the corporate power and authority and the legal right to execute, deliver and perform this Amendment and has taken all necessary corporate action to authorize the execution, delivery and performance of this Amendment; and

(b) This Amendment has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms.

2.3 Reaffirmation of the Stock Purchase Agreement and Investor Rights Agreement. Each of the Company and the Investor hereby affirms and agrees that: (a) the execution and delivery by it of and the performance of its obligations under this Amendment shall not in any amend, impair, invalidate or otherwise affect any of its obligations under the Agreement or the Investor Rights Agreement extent to the extent expressly amended hereby and (b) except as expressly amended hereby, the Agreement and the Investor Rights Agreement shall remain in full force and effect as written and constitute valid, enforceable obligations thereof.

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2.4 Severability. In case any provision of this Amendment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.5 Counterparts. This Amendment may be executed in two or more counterparts (including by facsimile transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.


	THE COMPANY: QUOTESMITH.COM, INC. By: /s/ Robert S. Bland Name: Robert S. Bland Title: Chairman, President and Chief Executive Officer
	INVESTOR: ZIONS BANCORPORATION By: /s/ John B. Hopkins Name: John B. Hopkins Title: Vice President of Finance

EX-4 5 quotesmith-13damex4.htm JOINDER AGREEMENT

EXHIBIT 4

JOINDER AGREEMENT

TO

INVESTOR RIGHTS AGREEMENT

THIS JOINDER AGREEMENT (this “Joinder Agreement”) forms part of the Investor Rights Agreement, dated as of March 1, 2004 (the “Investor Rights Agreement”), by and among QUOTESMITH.COM, INC., a Delaware corporation, ZIONS BANCORPORATION, a Utah corporation, Robert S. Bland and William V. Thoms. The undersigned hereby acknowledges having received a copy of the Investor Rights Agreement (which is annexed hereto as Schedule I) and having read the Investor Rights Agreement in its entirety, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, intending to be legally bound, hereby agrees that the terms and conditions of the Investor Rights Agreement shall be binding upon the undersigned as if the undersigned were an “Identified Stockholder” as defined in the Investor Rights Agreement and such terms and conditions shall inure to the benefit of and be binding upon the undersigned, the other parties to the Investor Rights Agreement and their respective successors, assigns, estates, beneficiaries, heirs, trusts and legal representatives.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the 7th day of May, 2004.


	_____________________________________ Name:

Schedule I

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

VOTING AGREEMENT

ANNEX A(1)

VOTING AGREEMENT

ANNEX A(1)

QUOTESMITH.COM, INC.

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

JOINDER AGREEMENT

TO

INVESTOR RIGHTS AGREEMENT

ANNEX A⁽¹⁾

ANNEX A⁽¹⁾