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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 19, 1999
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(Date of earliest event reported)
ZIONS CO-OPERATIVE MERCANTILE INSTITUTION
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(Exact name of registrant as specified in its charter)
Utah 0-1391 87-0196220
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
2200 South 900 West
Salt Lake City, Utah 84137
(801) 579-6000
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(Address of principal executive offices and telephone number,
including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
As previously reported, on October 15, 1999, Zions Co-operative Mercantile
Institution ("ZCMI") and The May Department Stores Company ("May") announced
that they had entered into a definitive Agreement and Plan of Merger, dated as
of October 14, 1999 (the "Merger Agreement"). Pursuant to the Merger Agreement,
(1) MS Acquisition, Inc., a wholly owned subsidiary of May, shall merge (the
"Merger") with and into ZCMI with ZCMI as the surviving corporation, and (2)
concurrently with the effectiveness of the Merger, each issued and outstanding
share of ZCMI's common stock, par value $.001 per share ("ZCMI Common Stock"),
other than "Restricted Shares," shall be converted into the right to receive
such number of shares of common stock of May ("May Common Stock") which is the
equivalent of $22.50, based on the arithmetic average rounded to two decimal
places of the high and low trading prices of the May Common Stock as reported on
the composite tape for New York Stock Exchange listed securities for the 12th
through the 3rd business days immediately preceding the closing date of the
Merger. Each outstanding Restricted Share will be converted into the right to
receive $22.50 and each outstanding option to purchase shares of ZCMI common
stock will be converted into the right to receive in cash the excess of $22.50
over the exercise price of the ZCMI Common Stock subject thereto multiplied by
the number of the shares of the ZCMI Common Stock subject to the option, in both
cases net of applicable withholdings and taxes.
The transactions contemplated by the Merger Agreement are subject to
certain conditions, and the Merger Agreement is subject to approval by ZCMI's
shareholders. The Merger Agreement provides May a mechanism to waive the
conditions to its obligations to effect the Merger (except the condition
relating to the absence of any order by any governmental entity or any statute,
rule, decree or regulation restraining, prohibiting or making illegal the
consummation of the Merger). This election became effective automatically on
November 5, 1999 upon termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The election also gave May
the right to assume effective control over ZCMI and its operations prior to the
closing of the Merger. As a result, on November 19, 1999, the board of directors
of ZCMI fixed the number of directors constituting the board of directors at
five, five of the members of the board of directors resigned, and the directors
elected three May designees to the board. The two members of the board of
directors who will continue as directors with the three May designees are
Richard H. Madsen and Keith C. Saunders. All of these changes became effective
as of the close of business on November 26, 1999.
The arrangements described above with respect to changes in the composition
of the board of directors of ZCMI were previously reported in an Information
Statement Pursuant to Section 14(f), which was filed with the Commission and
mailed to ZCMI shareholders on November 12, 1999. The following three persons
were appointed as directors of ZCMI:
Name Position with May
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Richard A. Brickson Secretary and Senior Counsel
John L. Dunham Vice Chairman and Chief Financial Officer
R.Dean Wolfe Executive Vice President of Acquisitions and
Real Estate
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ZIONS CO-OPERATIVE MERCANTILE INSTITUTION
KEITH C. SAUNDERS
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Keith C. Saunders
Executive Vice President and
Chief Financial Officer
Date: December 2, 1999
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