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
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Date of Report (Date of earliest
event reported) July 7, 1997
ZIONS BANCORPORATION
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(Exact name of registrant as specified in its charter)
UTAH 0-2610 87-0227400
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
One South Main, Suite 1380, Salt Lake City, Utah 84111
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(Address of principal executive offices) (Zip Code)
(801) 524-4787
(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
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Items 1-4.
Not Applicable.
Item 5. Other Events.
On July 7, 1997, Zions Bancorporation ("Zions") and GB Bancorporation
("GB") announced the signing of an Agreement and Plan of Merger, dated as of
July 3, 1997, between Zions and GB pursuant to which GB will merge (the
"Merger") with and into Zions. A copy of the press release issued in connection
with the announcement is attached hereto as Exhibit 99.1 and is incorporated by
reference herein in its entirety.
In the Merger, holders of GB common stock will receive shares of common
stock of Zions. As of June 30, 1997, there were 2,013,893 shares of GB common
stock outstanding (not including 151,143 shares issuable upon exercise of
options). As of such date, Zions owned 98,000 shares, or approximately 4.9% of
the outstanding shares of GB common stock. Simmons Family, Inc. owned 198,000
shares, or approximately 9.8%, of the outstanding shares of GB common stock.
Simmons Family, Inc. is owned by members of the Simmons family, including Roy W.
Simmons, Harris H. Simmons, L.E. Simmons and David Simmons. Roy W. Simmons is
the Chairman of Zions, Harris H. Simmons is the President and Chief Executive
Officer and a director of Zions, and L.E. Simmons is a director of Zions. David
Simmons, the son of Roy W. Simmons and the brother of Harris H. Simmons and L.E.
Simmons, is a director of GB. Each of Roy W. Simmons, Harris H. Simmons and L.E.
Simmons may be deemed to beneficially own the 98,000 shares of GB common stock
owned by Zions, but each disclaims beneficial ownership of the shares owned by
Zions.
Robert G. Sarver, a director of Zions, is also the Chairman and Chief
Executive Officer of GB and, as of June 30, 1997, beneficially owned 348,714
shares (including 5,714 shares issuable upon exercise of options), or
approximately 17.3%, of the outstanding shares of GB common stock and may be
deemed to beneficially own the 98,000 shares owned by Zions. Robert G. Sarver
disclaims beneficial ownership of the shares owned by Zions. Finally, Gerald J.
Dent and John J. Gisi, Senior Vice Presidents of Zions, own 1,500 and 2,500
shares, respectively, of GB common stock, in each case less than 1% of the
outstanding shares of GB common stock.
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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 July 7, 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: July 8, 1997
Item 9. Sales of Equity Securities Pursuant to
Regulation S.
Not Applicable.
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EXHIBIT INDEX
Exhibit No. Description
(99.1) Press release, dated July 7,
1997.
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ZIONS BANCORPORATION AND GB BANCORPORATION
ANNOUNCE MERGER AGREEMENT
SALT LAKE CITY, Utah and SAN DIEGO, California; July 7, 1997 - Zions
Bancorporation ("Zions") and GB Bancorporation ("Grossmont"), the parent company
of Grossmont Bank, announced today that a definitive agreement has been signed
under which Grossmont will merge with and into Zions, with Grossmont
shareholders receiving common shares of Zions. Grossmont Bank has approximately
$720 million in assets and 14 offices in San Diego County. It is both the
largest and oldest independent bank in the San Diego area. The merger is subject
to the approval of Grossmont shareholders and banking regulators and is expected
to close in the fourth quarter of 1997.
The merger is structured to be tax-free and is intended to be accounted
for as a pooling-of-interests. Zions has owned approximately 4.5% of Grossmont
since October 1995. The agreement provides for the issuance of 4.7 million
shares of Zions common stock for the remaining 95.5% of Grossmont common stock
that it does not presently own. Based upon Zions' July 7 closing price of
$36 3/8 per share, the transaction (including Zions' basis in its original
investment) is valued at $173 million, which is 3.3 times Grossmont's book
value, or approximately 16.8 times its estimated 1997 earnings. Based on
Grossmont's estimated 1997 net income of $10.3 million, the transaction is
expected to be immediately accretive to Zions' earnings per share, exclusive of
any cost savings. Zions will incur $2 million in merger-related charges in the
fourth quarter of 1997.
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"During the nearly two years that Zions has held a minority investment
in Grossmont Bank, we have been extremely impressed with both the management of
the institution and the unique opportunity this bank has to fill a vital role in
the San Diego area economy," said Harris H. Simmons, president and chief
executive officer of Zions. "This merger fits our strategy of building our
enterprise with strong local management teams in good business markets in areas
contiguous with our other banking operations. San Diego County has a population
of 2.6 million, making it the sixteenth largest metropolitan area in the United
States; at the same time, it is a very distinctive region within the state of
California, with a great sense of community, and we believe there is a great
opportunity to continue building a bank with a strong local character, and with
a focus on serving the needs of the local market. It is our intention that
Grossmont will continue under the same philosophy, name and management team as
it has in the past," Simmons said. "The bank is in excellent financial condition
and has a culture, reputation and client base that fit well with our company. We
look forward to assisting the management team in further developing Grossmont as
the premier bank in the region."
Allan W. Severson, president and chief executive officer of Grossmont
Bank, said, "We are very pleased to become part of a company recognized as one
of the highest quality banking organizations in the country. Grossmont Bank will
continue to provide a high level of service and relationship banking with the
same local decision making ability. In addition, we will be able to tap into the
products and resources Zions has developed to provide better and more
diversified banking services to our customers. We are excited to be able to join
the Zions organization."
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Since the merger is intended to be accounted for as a
pooling-of-interests, Zions will not conduct any general share repurchase
programs in conjunction with the transaction. However, company officials noted
that shares remain available for repurchase by the company in connection with
previously announced or completed acquisitions of other banks in which the
purchase accounting method is being employed, as authorized by the company's
board of directors.
With assets of $7.2 billion, Zions Bancorporation operates full-service
banking offices in Utah, Arizona, Nevada and Colorado. It also offers a
comprehensive array of investment, mortgage, leasing 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, or at www.prnewswire.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 projected performance of
Zions and Grossmont on a stand-alone and pro forma combined basis. These
statements constitute forward-looking information within the meaning of 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 merger
being lower than expected and/or expenses being higher than expected;
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(2) costs or difficulties related to the integration of Zions and Grossmont
being greater than expected; (3) competitive pressures among financial
institutions increasing significantly; (4) economic conditions, either
nationally or locally in areas in which the combined company will conduct its
operations, being less favorable than expected; (5) legislation or regulatory
changes adversely affecting the businesses in which the company would be
engaged.
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