SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_________________________
Date of Report (Date of earliest
event reported)
October 3, 1997 (September 23, 1997)
ZIONS BANCORPORATION
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
UTAH 0-2610 87-0227400
_________________ ___________________________________ _________________________
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
One South Main, Suite 1380, Salt Lake City, Utah 84111
_______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
(801) 524-4787
______________________________
(Registrant's telephone number,
including area code)
N/A
_______________________________________________________________________________
(Former name or former address, if changed since last report)
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Items 1-4.
Not Applicable.
Item 5. Other Events.
On September 24, 1997, Zions Bancorporation ("Zions") and Vectra
Banking Corporation ("Vectra") announced the signing of a definitive agreement,
dated as of September 23, 1997, between Zions and Vectra pursuant to which
Vectra will merge with and into Zions. In addition, Zions and Vectra announced
the signing of a definitive stock option agreement, dated as of September 23,
1997, between Zions and Vectra pursuant to which Vectra granted Zions an option
(the "Option") to acquire up to 959,462 shares of Vectra common stock at an
exercise price of $23.39 per share. The Option is exercisable upon the
occurrence of certain events described in the stock option agreement relating
generally to the acquisition of Vectra by a third party.
Simultaneously with the announcement by Zions and Vectra described
above, Zions and Tri-State Finance Corporation ("Tri-State") announced the
signing of a definitive agreement, dated as of September 23, 1997, between Zions
and Tri-State, pursuant to which Tri-State will merger with and into a
subsidiary of Zions.
A copy of the press release issued in connection with the announcements
is attached hereto as Exhibit 99.1 and is incorporated by reference herein in
its entirety.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Press release, dated September 24, 1997.
Item 8. Change in Fiscal Year.
Not Applicable.
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SIGNATURE
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 hereunto duly authorized.
ZIONS BANCORPORATION
By: /s/ Dale M. Gibbons
--------------------------
Name: Dale M. Gibbons
Title: Senior Vice
President and Chief
Financial Officer
Date: September 26, 1997
Item 9. Sales of Equity Securities Pursuant to
Regulation S.
Not Applicable.
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EXHIBIT INDEX
Exhibit No. Description
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(99.1) Press release, dated September 24, 1997.
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Zions Bancorporation, Vectra Banking Corporation,
and Tri-State Finance Corporation
Announce Merger Agreements
Salt Lake City, Utah and Denver, Colorado, September 24, Zions
Bancorporation ("Zions") (Nasdaq: ZION), Vectra Banking Corporation ("Vectra"),
and Tri-State Finance Corporation ("Tri-State") announced today that definitive
agreements have been signed under which Vectra will merge with and into Zions
and Tri-State with and into a subsidiary of Zions, both in exchange for common
shares of Zions. At August 31, 1997 Vectra had assets of $660 million and
Tri-State had assets of $130 million. The mergers, which are unrelated and not
conditional on each other, are subject to the approval of banking regulators and
the shareholders of Vectra and Tri-State, respectively. The transactions are
expected to close in early 1998.
The mergers are structured to be tax-free and are intended to be
accounted for as poolings-of-interests. The agreement with Vectra provides for
the exchange of each common share of Vectra for 0.685 common shares of Zions and
each preferred share of Vectra for approximately 7.75 common shares of Zions.
The merger is subject to a floor arrangement which would be triggered if Zions'
stock price both declines and results in a price at closing which has decreased
more than 18% relative to the KBW 50 index. Vectra has given Zions an option to
acquire up to 19.9% of Vectra's common stock which is exercisable in certain
circumstances related generally to the acquisition of Vectra by a third party.
The agreement with Tri-State provides for the exchange of 710,000 common shares
of Zions for all of the outstanding stock of Tri-State, which is privately held.
Based upon Zions' stock price of $41 per share, in aggregate the transactions
are valued at approximately $200 million, which is 3.8 times the combined book
value or 18.5 times their estimated 1998 earnings. The mergers are expected to
be immediately accretive to Zions' earnings per share. Zions will incur $1.2
million in merger-related charges in the first quarter of 1998 in conjunction
with closing these transactions.
"We are delighted to be able to complement our existing Colorado
franchise with two strong performing banks operating in the Denver and Boulder
metropolitan areas," said Harris H. Simmons, president and chief executive
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officer of Zions. "These mergers combined with our current Colorado banks of
Pitkin County Bank and Trust, Valley National Bank of Cortez, and Centennial
Savings Bank and our pending merger with First National Bank in Alamosa provide
a network of 33 offices that will provide a solid foundation for a Colorado
banking franchise, operating with local management. We hope to continue to
expand to meet the community and small business banking needs of Coloradans."
Gary S. Judd, president and chief executive officer of Vectra,
expressed the excitement of Vectra's employees to become part of the
high-performing Zions organization with the opportunity to develop a statewide
community-banking network. "From the founding of Vectra, we have always believed
that at an appropriate time an organization of the caliber of Zions would share
our vision and commitment to our customers and would value our management team
and employees. We are excited to be able to continue to serve our customers with
an expanded range of financial services, product offerings and convenience that
will be made possible through our merger with Zions."
Richard C. Tucker, chairman and chief executive officer of Tri-State,
said "We're joining a most promising bank -- a bank of the future. Our customers
will receive the same personal attention, served by the same officers with many
enhancements. Our employees have an exciting future with more opportunities for
growth, and our shareholders a tax-free exchange of significant value."
Under local management teams and community identities, Zions
Bancorporation operates full-service banking offices in Arizona, Colorado,
Idaho, Nevada, New Mexico and Utah. It also offers a comprehensive array of
investment, mortgage and insurance services, and is a recognized leader in
providing innovative financing solutions for small businesses nationwide.
Investor information about Zions can be accessed on the Internet at
www.zionsbank.com. The Company's common shares are traded on The Nasdaq Stock
Market under the symbol "ZION".
Forward-Looking Information
This news release contains statements regarding the performance of
Zions, Vectra and Tri-State on a stand-alone and pro forma combined basis. These
statements constitute forward-looking information within the meaning of
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the Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from the projections discussed in this release since such projections
involve significant risks and uncertainties. Factors that might cause such
differences include, but are not limited to: (1) revenues following the mergers
are lower than expected and/or expenses are higher than expected; (2) costs or
difficulties related to the integration of the banks are greater than expected;
(3) competitive pressures among financial institutions increase significantly;
(4) economic conditions, either nationally or locally in areas in which the
combined companies will conduct their operations, are less favorable than
expected; (5) legislation or regulatory changes adversely affect the businesses
in which the company would be engaged.
Source: Zions Bancorporation
Contact: Harris H. Simmons, President & Chief Executive Officer, or
Dale Gibbons, 801-524-4787, both of Zions Bancorporation; or Gary S. Judd,
President & Chief Executive Officer, or Ray L. Nash, 303-782-7443, both of
Vectra Banking Corporation; or Richard C. Tucker, President & Chief Executive
Officer of Tri-State Finance Corporation, 303-778-0303.
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