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)
August 30, 1999
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
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
1
<PAGE>
Item 5. Other Events.
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On August 30, 1999, a joint press release was issued by Zions
Bancorporation and First Security Corporation. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
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The following exhibits are filed with this Current Report on
Form 8-K:
Exhibit
Number Description
99.1 Press release, dated August 30, 1999
2
<PAGE>
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
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Name: Dale M. Gibbons
Title: Executive Vice
President and Chief
Financial Officer
Date: August 30, 1999
3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Joint Press Release, dated August 30, 1999
4
***FOR IMMEDIATE RELEASE***
Contacts: Zions - Dale Gibbons
801 524-4787
First Security - Scott Ulbrich
801 246-5706
August 30, 1999
ZIONS AND FIRST SECURITY DESCRIBE ACCOUNTING IMPACT OF ACCELERATION OF
FIRST SECURITY LIMITED STOCK APPRECIATION RIGHTS
Salt Lake City, Utah, August 30, 1999 - Zions Bancorporation ("Zions") (Nasdaq:
ZION) and First Security Corporation ("First Security") (Nasdaq: FSCO) reported
that approval by First Security stockholders of the proposed merger with Zions
will result in accelerated vesting and the activation of limited stock
appreciation rights ("LSARs") in the First Security Comprehensive Management
Incentive Plan. As a result of the activation of the LSARs, accounting
rules require recognition of the in-the-money value of the options in the income
statement (through a non-cash compensation charge) and an increase in
contributed equity by the amount of the charge and an increase in deferred tax
assets. These amounts are not precisely determinable at this time because they
depend on the price of First Security stock in the quarter in which the First
Security stockholders vote on the merger. If this price were the same as the
closing price of First Security stock on August 30, 1999, First Security would
incur a charge of approximately $60 million and a net increase in common equity
of $36 million. Such amounts can and will vary. This charge is not included in
the $210 million merger charge previously disclosed. These accounting entries do
not affect the on-going financial performance or cash flow of First Security or
the combined entity.
This news release contains statements regarding the projected performance of
Zions and First Security assuming the merger of these companies. These
statements constitute forward-looking information within the meaning of the
Private Securities Litigation Reform Act. Actual adjustments may differ
materially from the projections provided in this release since such projections
involve significant known and unknown risks and uncertainties. Factors that
might cause such differences include, but are not limited to: the timing of
closing the proposed merger and fluctuations in the price of First Security
stock. Zions and First Security disclaim any obligation to update any such
factors or to publicly announce the result of any revisions to any of the
forward-looking statements included herein to reflect future events or
developments.
