SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Aspen Bancshares, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
045243 10 2
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(CUSIP Number of Class of Securities)
Mr. Harris H. Simmons
President and Chief Executive Officer
Zions Bancorporation
One South Main Street
Suite 1380
Salt Lake City, Utah 84111
(801) 524-4787
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
v Brian D. Alprin, Esq.
Laurence S. Lese, Esq.
Duane, Morris & Heckscher
1667 K Street, N.W., Suite 700
Washington, D.C. 20006-1608
(202) 776-7800
May 12, 1997
-----------------------------
(Date of Event which Requires
Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following:
[ ]
Check the following box if a fee is being paid with this Statement:
[ ]
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(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ZIONS BANCORPORATION
87-0227400
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
WC/00
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
UTAH
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: (7) SOLE VOTING POWER
:
: 789,825(1)
:-------------------------------------
NUMBER OF SHARES : (8) SHARED VOTING
BENEFICIALLY OWNED BY :
EACH REPORTING PERSON WITH : -0-
:-------------------------------------
: (9) SOLE DISPOSITIVE
:
: 789,825(1)
:-------------------------------------
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: (10) SHARED DISPOSITIVE
: -0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
789,825(1)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
N/A
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
APPROXIMATELY 17.7%(2)
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(14) TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Of this amount, 739,825 shares of Issuer common stock covered by this
report are purchasable by the Reporting Person upon exercise of an option
granted to the Reporting Person as of November 19, 1996. Prior to the
exercise of the option, the Reporting Person is not entitled to any rights
as a stockholder of Issuer as to the shares covered by the option. The
option may only be exercised upon the happening of certain events, none of
which has occurred as of the date hereof. The Reporting Person expressly
disclaims beneficial ownership of any of the shares of common stock of
Issuer which are purchasable by the Reporting Person upon exercise of the
option until such time as the Reporting Person purchases any such shares
upon any such exercise. The number of shares indicated represents 21.2% of
the total outstanding shares of common stock of Issuer as of May 12, 1997,
which excludes shares issuable upon exercise of the option.
(2) After giving effect to the exercise of the option as described herein.
Amendment No. 3 to Schedule 13D
This statement ("Amendment No. 3") amends the Schedule 13D, Amendment No.
1, and Amendment No. 2 thereto filed by Zions Bancorporation ("Reporting
Person") with the Securities and Exchange Commission as of November 19, 1996,
January 17, 1997 and March 11, 1997, respectively, with respect to the shares of
common stock, par value $.01 per share (the "Shares") of Aspen Bancshares, Inc.,
a Colorado corporation ("Issuer"). All defined terms refer to terms
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defined herein and in the Schedule 13D. Notwithstanding this Amendment No. 3,
the Schedule 13D speaks as of its filing date. The Schedule 13D is amended only
to the extent set forth below:
ITEM 4. PURPOSE OF THE TRANSACTION
On May 12, 1997 the Issuer and Reporting Person amended the
Agreement and Plan of Reorganization, dated November 19, 1996, as amended on
March 11, 1997 (the "Agreement") as follows:
1. The parties desiring to allow the Reorganization to be effective
on the same date as the date of the special meeting of the shareholders of the
Issuer approving the Reorganization, instead of one day later, amended Section
2.1 of the Agreement to read as follows:
2.1 Shareholder Approval. The date upon which the
shareholders of the Company approve, ratify, and confirm the
transactions contemplated by this Agreement; or
2. On May 10, 1997 Reporting Person provided the Issuer with written
notice, as contemplated in section 10.2(d)(iii) of the Agreement, that it
intends to terminate the Agreement based upon index differential, thus affording
the Issuer the opportunity to exercise the Company Election as contemplated in
section 10.2(d)(iv) of the Agreement which, if exercised, would change the
amount of consideration to be received by shareholders of the Issuer and avert
termination of the Agreement. As an incentive to the Issuer to exercise the
Company Election, Reporting Person offered to amend the Agreement to increase
the consideration to be received by the holders of Issuer Common Stock by their
respective pro rata shares of 15,000 shares of Reporting Person Common Stock. On
May 12, 1997, the Issuer agreed to the amendments to the Agreement. The parties
intend that such additional 15,000 shares represent "pre-split" shares, i.e.,
shares as they existed before effectiveness of the four-for-one stock split of
Reporting Person to be paid on May 14, 1997 to holders of record of Reporting
Person Common Stock as of May 9, 1997. On May 12, 1997 the Issuer exercised the
Company Election. As a result of the amendment of the Agreement as set forth
above, section 1.2(b) of the Agreement was amended to read as follows:
(b) Form of Consideration. Subject to the terms, conditions,
and limitations set forth herein, upon surrender of his or her
certificate or certificates in accordance with Section 1.1 hereof,
each holder of shares of Company Common Stock shall be entitled to
receive, in exchange for each share of Company Common Stock held of
record by such stockholder as of the Effective Date, that number of
shares of Zions Bancorp Stock calculated, first, by dividing the
Purchase Price by the Average Closing Price, and, second, by adding
15,000 shares of Zions Bancorp Stock (adjusted to the extent
necessary to take into account, consistently with Section
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11.9 hereof, the four-for-one stock split to be paid on May 14, 1997
to holders of record of Zions Bancorp Stock as of May 9, 1997) to
the number of shares so reached, and, third, by further dividing
that sum by the sum of the number of shares of Company Common Stock
that shall be issued and outstanding at the Effective Date and the
Option Equivalent Number.
A conforming amendment was made to section 11.9 of the Agreement,
which was restated to read in its entirety as follows:
11.9. Adjustments for Certain Events. Anything in this
agreement to the contrary notwithstanding, all prices per share,
numbers of shares, and exchange ratios referred to in this Agreement
shall be appropriately adjusted to account for stock dividends,
split-ups, mergers, recapitalizations, combinations, conversions,
exchanges of shares or the like, but not for normal and recurring
cash dividends declared or paid in a manner consistent with the
established practice of the payer.
To conform the Agreement of Merger between Reporting Person and the
Issuer to the foregoing, section 3.1(b) of Exhibit I to the Agreement was
restated to read in its entirety as follows:
(b) Form of Consideration. Subject to the terms, conditions,
and limitations set forth herein, upon surrender of his or her
certificate or certificates, each holder of shares of Company Common
Stock shall be entitled to receive, in exchange for each share of
Company Common Stock held of record by such stockholder as of the
Effective Date, that number of shares of Zions Bancorp Stock
calculated, first, by dividing the Purchase Price by the Average
Closing Price, and, second, by adding 15,000 shares of Zions Bancorp
Stock (adjusted to the extent necessary to take into account the
four-for-one stock split to be paid on May 14, 1997 to holders of
record of Zions Bancorp Stock as of May 9, 1997) to the number of
shares so reached, and, third, by further dividing that sum by the
sum of the number of shares of Company Common Stock that shall be
issued and outstanding at the Effective Date and the Option
Equivalent Number.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that this statement is true, complete and correct.
ZIONS BANCORPORATION
By: /s/ Dale M. Gibbons
-----------------------------------
Name: Dale M. Gibbons
Title: Senior Vice President and Chief
Financial Officer
Dated: May 12, 1997
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