UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
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:
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
March 11, 1997
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with this statement.|_|
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SCHEDULE 13D
CUSIP No. 045243102
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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/OO
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
UTAH
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7 Sole Voting Power
Number of
Shares 789,825(1)
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting -0-
Person --------------------------------------------------------
With 9 Sole Dispositive Power
789,825(1)
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10 Shared Dispositive Power
-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 March 11,
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. 2 to Schedule 13D
This statement ("Amendment No. 2") amends the Schedule 13D and Amendment
No. 1 thereto filed by Zions Bancorporation ("Reporting Person") with the
Securities and Exchange Commission as of November 19, 1996 and January 17,1997,
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 defined herein and in the
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Schedule 13D. Notwithstanding this Amendment No. 2, the Schedule 13D speaks as
of its filing date. The information set forth in the Exhibit hereto is hereby
expressly incorporated herein by reference and the responses to each item of
this Amendment No. 2 are qualified in their enPtirety by the provisions of the
Exhibit. The Schedule 13D is amended only to the extent set forth below:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On March 11, 1997 the Reporting Person and the Issuer amended the Agreement
and Plan of Reorganization, dated November 19, 1996 (the "Agreement"). The
revisions to the Agreement involve (1) deleting the provision that the merger
will be accounted for as a pooling of interests (because the Reporting Person
has determined that it should utilize the purchase method of accounting), (2)
effecting technical adjustments to the definitions of "Company Election" and
"Zions Election" as used in the Agreement to prevent pricing anomalies under
certain circumstances, and (3) conforming the duration of any Issuer stock
options that may be granted on or after January 1, 1997 to the duration of
options of the Reporting Person that are customarily issued by the Reporting
Person under its qualified stock option plan.
There are two circumstances in which the "pricing anomalies" referred to
above would have occurred under the Agreement prior to its amendment.
The first of these circumstances is when the average sales price of the
common stock of the Reporting Person for the twenty trading days ending on the
fifth trading day before the effective date of the merger of the Issuer and the
Reporting Person (the "Pricing Period") is more than $93.00 but less than the
number of dollars and cents reached by escalating $93.00 by a percentage
comprising the difference between (i) the number of percentage points
representing the difference between the percentage by which the average sales
price of the common stock of the Reporting Person over the Pricing Period
exceeds $90.25 and the percentage by which the average of the KBW 50 Index of
Keefe, Bruyette & Woods, Inc. (the "KBW 50 Index") over the Pricing Period
exceeds 344.75 and (ii) 15 percentage points. Under the Agreement prior to its
amendment, if under that circumstance the Reporting Person elected to provide to
the Issuer a "Notice of Intent to Terminate Based Upon Index Differential" and
then the Issuer exercised the "Company Election," the ratio governing the
exchange of shares of the Issuer for shares of the Reporting Person would be
based on a price for shares of the Reporting Person computed by escalating
$93.00 by a percentage comprising the difference between (i) the number of
percentage points representing the difference between the percentage by which
the average sales price of the common stock of the Reporting Person over the
Pricing Period exceeds $90.25 and the percentage by which the average of the KBW
50 Index over the Pricing Period exceeds 344.75 and (ii) 15 percentage points.
The parties perceived this result to be anomalous, because it would cause shares
of the Reporting Person to be issued at a price that was higher than the average
sales price of the common stock of the Reporting Person over the Pricing Period.
Under the amended Agreement, if under that circumstance the Reporting Person
elected to provide to the Issuer a "Notice of Intent to Terminate Based Upon
Index Differential" and then the Issuer exercised the "Company Election," the
ratio governing the exchange of shares of the Issuer for shares of the
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Reporting Person would be based on a price for shares of the Reporting Person
equal to the average sales price of the common stock of the Reporting Person
over the Pricing Period.
The second of these circumstances is when the average sales price of the
common stock of the Reporting Person for the Pricing Period is less than $83.00
but more than the number of dollars and cents reached by deflating $83.00 by a
percentage comprising the difference between (i) the number of percentage points
representing the difference between the percentage by which the average sales
price of the common stock of the Reporting Person over the Pricing Period is
less than $90.25 and the percentage by which the average of the KBW 50 Index
over the Pricing Period is less than 344.75 and (ii) 15 percentage points. Under
the Agreement prior to its amendment, if under that circumstance the Issuer
elected to provide to the Reporting Person a "Notice of Intent to Terminate
Based Upon Index Differential" and then the Reporting Person exercised the
"Zions Election," the ratio governing the exchange of shares of the Issuer for
shares of the Reporting Person would be based on a price for shares of the
Reporting Person computed by deflating $83.00 by a percentage comprising the
difference between (i) the number of percentage points representing the
difference between the percentage by which the average sales price of the common
stock of the Reporting Person over the Pricing Period is less than $90.25 and
the percentage by which the average of the KBW 50 Index over the Pricing Period
is less than 344.75 and (ii) 15 percentage points. The parties perceived this
result to be anomalous, because it would cause shares of the Reporting Person to
be issued at a price that was lower than the average sales price of the common
stock of the Reporting Person over the Pricing Period. Under the amended
Agreement, if under that circumstance the Issuer elected to provide to the
Reporting Person a "Notice of Intent to Terminate Based Upon Index Differential"
and then the Reporting Person exercised the "Zions Election," the ratio
governing the exchange of shares of the Issuer for shares of the Reporting
Person would be based on a price for shares of the Reporting Person equal to the
average sales price of the common stock of the Reporting Person over the Pricing
Period.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
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1 First Amendment to Agreement and Plan of Reorganization, dated as of
March 11, 1997 by and between Zions Bancorporation and Aspen
Bancshares, Inc. (incorporated herein by reference to Exhibit 2.2 of
the Form S-4 Registration Statement, File No. 333-23839, filed by
Zions Bancorporation on March 24,1997)
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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: April 1, 1997
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