SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
1380 Gateway Tower East
Salt Lake City, Utah 84133
(801) 524-4787
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Brian D. Alprin, Esq.
Laurence S. Lese, Esq.
Metzger, Hollis, Gordon & Alprin
1275 K Street, N.W., Suite 1000
Washington, D.C. 20005
(202) 842-1600
January 17, 1997
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(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 January 17, 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. 1 to Schedule 13D
This statement amends ("Amendment No. 1") the Schedule 13D filed by
Zions Bancorporation ("Reporting Person") with the Securities and Exchange
Commission as of November 19, 1996 with respect to the shares of common stock,
par value $.01 per share (the
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"Shares") of Aspen Bancshares, Inc., a Colorado corporation ("Issuer"). All
defined terms refer to terms defined herein and in the Schedule 13D.
Notwithstanding this Amendment No. 1, the Schedule 13D speaks as of its filing
date. The Schedule 13D is amended only to the extent set forth below:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person purchased a total of 50,000 Shares (as more fully
discussed in Item 5 below) at a total cost of $969,880. These funds were derived
from the Reporting Person's working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
The information set forth in Item 3 is hereby incorporated herein by
reference.
The purpose of Reporting Person in purchasing the Shares disclosed in
Item 3 above was to avail itself of favorable market prices on the National
Market System of NASDAQ for the Shares of Issuer. By such purchases, the
Reporting Person lowered its total cost of acquiring Issuer in the proposed
merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date of this statement, Reporting Person is deemed to
own a total of 789,825 Shares of the Issuer, which amount represents 21.2% of
the total number of Issuer's issued and outstanding shares on January 17, 1997
(or 17.7% of the shares of Issuer Common Stock that would be outstanding after
giving effect to the exercise of the Option). Of such amount, 739,825 Shares are
covered by an Option held by Reporting Person. As of the date of this statement,
the Option has not yet been exercised. The Option is described more fully in
Item 3 of Reporting Person's Schedule 13D dated November 19, 1996. The Shares
purchased by Reporting Person between January 6, 1997 and January 15, 1997 as
reported herein represent 1.3% of the issued and outstanding Shares of Issuer as
of January 17, 1997. Reporting Person has sole power to vote or to direct the
vote and sole power to dispose or to direct the disposition of the 50,000 Shares
it purchased between January 6, 1997 and January 15, 1997.
(c) Between January 6, 1997 and January 15, 1997, Reporting Person
effected nineteen transactions through a broker-dealer registered with the
National Association of Securities Dealers, Inc. and purchased a total of 50,000
Shares. Each such transaction was effected at prevailing market prices on the
National Market System of NASDAQ. Reporting Person purchased 18,500 Shares in
one transaction on January 6, 1997 at a purchase price of $19.00 per share;
3,000 Shares in four transactions on January 7, 1997 at an average purchase
price of $19.00 per share; 4,000 Shares in four transactions on January 8, 1997
at an average purchase price of $19.03 per share; 4,000 Shares in four
transactions on January 9, 1997 at an average purchase price of $19.375 per
share; 5,000 Shares in two transactions on January 13, 1997 at an average
purchase price of $19.45 per share; 10,500 Shares in three transactions on
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January 14, 1997 at an average purchase price of $19.74 per share; and 5,000
Shares in one transaction on January 15, 1997 at a purchase price of $20.375 per
share.
Other than as set forth in this Item 5, to the best of the Reporting
Person's knowledge as of the date hereof (i) neither the Reporting Person nor
any subsidiary or affiliate of the Reporting Person nor any of the Reporting
Person's executive officers or directors, beneficially owns any shares of Issuer
Common Stock, and (ii) there have been no transactions in the shares of Issuer
Common Stock effected during the past 60 days by the Reporting Person, nor to
the best of the Reporting Person's knowledge, by any subsidiary or affiliate of
the Reporting Person or any of the Reporting Person's executive officers of
directors.
(d) No other person is known by the Reporting Person to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Issuer Common Stock held by Reporting Person as a result
of the purchases reported herein or obtainable by the Reporting Person upon
exercise of the Option.
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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
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Name: Dale M. Gibbons
Title: Senior Vice President and Chief
Financial Officer
Dated: January 17, 1997
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