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)
December 24,1999 (December 23,1999)
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)
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Items 1-4.
Not Applicable.
Item 5. Other Events.
to come]
Item 6. Resignations of Registrant's Directors.
Not Applicable.
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
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99.1 Press release, dated December 23,1999.
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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
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Name: Dale M. Gibbons
Title: Executive Vice
President and Chief
Financial Officer
Date: December 23, 1999
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***FOR IMMEDIATE RELEASE***
FOR: ZIONS BANCORPORATION ZIONS BANCORPORATION
One South Main, Suite 1380 Contact: Dale Gibbons
Salt Lake City, Utah One South Main, Suite 1380
Harris H. Simmons Salt Lake City, Utah 84111
President/Chief Executive Officer Tel: (801) 524-4787
December 23, 1999
ZIONS ANNOUNCES POSTPONEMENT OF SHAREHOLDERS' MEETING RESULTING FROM CHANGE IN
ACCOUNTING TREATMENT FOR CERTAIN PRIOR MERGERS
SALT LAKE CITY, Utah; December 23, 1999 - Zions Bancorporation (Nasdaq: ZION)
announced that a determination by the staff of the Securities and Exchange
Commission received today with respect to pooling-of-interests accounting
treatment for certain of its prior acquisitions will require a delay in the
shareholders' meetings for Zions and First Security Corporation (Nasdaq: FSCO),
which had been scheduled for December 28. The SEC determination was received in
response to an inquiry initiated by Zions' independent auditor, KPMG LLP,
prompted by a recent review by KPMG of their analysis of pooling-of-interests
accounting principles as applied to those Zions acquisitions. As a result of the
SEC determination, Zions will restate its financial statements for 1996, 1997
and 1998 and the first three quarters of 1999 to account for those transactions
under the purchase method. With the concurrence of KPMG, Zions had accounted for
certain of its 1997 and 1998 acquisitions as poolings of interests. As a result
of the recharacterization of these acquisitions as "purchases," Zions expects to
record approximately $500 million in purchase premium, resulting in estimated
non-cash amortization of approximately $25 million annually. The precise amount
of goodwill will depend upon valuations of the assets and liabilities of the
acquired entities.
The restatement to purchase accounting does not affect Zions' operating
revenues, cash flows, or the fundamental financial strength of Zions and does
not change the economic value of the prior transactions to Zions. Rather, Zions
will record an intangible asset, namely goodwill, and a corresponding increase
in equity. The restatement will not affect the accounting for the First Security
merger as a pooling.
"We deeply regret that the shareholders' meetings must be postponed," stated
Harris H. Simmons, Chief Executive Officer of Zions. "We proceeded with the
accounting for each merger, which involves highly complex and technical
accounting rules, only after obtaining the advice and concurrence of KPMG, our
independent auditor, that the pooling treatment was proper -- a position that
KPMG has reaffirmed in its subsequent audits. We are confident that the change
in accounting treatment in no way reduces the benefits of the merger with First
Security.
Forward Looking Information
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This news release contains a statement regarding a restatement of Zions'
financial statements and a delay in the shareholder meetings for the announced
merger between Zions and First Security. This statement constitutes
forward-looking information within the meaning of the Private Securities
Litigation Reform Act. Neither the timing of the shareholder meetings nor the
precise amount of goodwill can be determined at this time. Factors that might
influence these include the process of valuing the assets and liabilities for
the transactions to be treated as "purchases," the extent of any delay in
preparing and furnishing new proxy information to the shareholders of Zions and
First Security, and any resulting effect on the proposed merger. The Company
disclaims 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.
