<PAGE>
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)
June 7, 1999 (June 6, 1999)
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)
-1-
<PAGE>
Item 5. Other Events.
------------
On June 6, 1999, Zions Bancorporation, a Utah corporation ("Zions"),
and First Security Corporation, a Delaware corporation ("First Security"),
announced that they had entered into an Agreement and Plan of Merger, dated as
of June 6, 1999 (the "Merger Agreement").
Pursuant to the Merger Agreement, (1) Zions shall merge with and into
First Security with First Security as the surviving corporation (the "Surviving
Corporation"), (2) each issued and outstanding share of Zions' common stock, no
par value per share (the "Zions Common Stock"), other than treasury stock, shall
be converted into one validly issued, fully paid and nonassessable share of the
common stock of the Surviving Corporation, par value $1.25 per share ("Surviving
Corporation Common Stock"), and (3) immediately prior to the effectiveness of
the merger, each issued and outstanding share of First Security's common stock,
par value $1.25 per share (the "First Security Common Stock"), shall be
reclassified and converted into 0.442 of a validly issued, fully paid and
nonassessable share of Surviving Corporation Common Stock. Zions and First
Security have also entered into reciprocal stock option agreements with respect
to shares of their respective common stock. Each option is triggered upon the
occurrence of specified events set forth in the option agreements. The merger is
subject to regulatory and Zions and First Security stockholder approvals.
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.
A copy of certain presentations to analysts is attached hereto as
Exhibit 99.2 and is incorporated by reference herein in its entirety.
-2-
<PAGE>
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 June 6, 1999
99.2 Analysts' Presentation
-3-
<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
-----------------------------
Name: Dale M. Gibbons
Title: Executive Vice
President and Chief
Financial Officer
Date: June 7, 1999
-4-
<PAGE>
Exhibit Index
99.1 Press Release, dated June 6, 1999
99.2 Analysts' Presentation
-5-
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contacts: First Security -- Brad Hardy
June 6, 1999 801-246-5976
Zions -- David Hemingway
801-524-4640
Zions -- Steve Thomas
801-524-2125
Zions & First Security Agree to Merge,
Creating $40 Billion Western Banking Franchise;
Transaction Expected to Result in 10% EPS Accretion in 2000, 14% in 2001
Zions Bancorporation (Nasdaq: ZION) and First Security Corporation (Nasdaq:
FSCO) today announced a strategic merger that will create a financial services
enterprise uniquely positioned in the best growth markets in the country. With
assets of approximately $40 billion, the combination will result in the nation's
20th largest bank holding company. Under the terms of a definitive merger
agreement, the two companies will merge in a stock-for-stock transaction valued
at approximately $5.9 billion. The new organization will be known as First
Security Corporation and headquartered in Salt Lake City. The new First
Security will provide a full line of consumer and commercial banking products to
customers in the western United States.
Under the terms of the agreement, which has been approved by the boards of
directors of both companies, First Security shareholders will receive 0.442 of a
share of new First Security common stock for each share of First Security common
stock and Zions shareholders will receive one share of new First Security common
stock in exchange for each share of Zions common stock, in a tax-free exchange
to be accounted for as a pooling-of-interests. Based on Zions' closing common
stock price on June 4, 1999, the transaction values each First Security share at
$28.90, a premium of 55% to First Security's closing price of $18.38 per share
on that date, and a multiple of 20.2 times First Security's 1999 estimated
earnings per share, based on the consensus analyst estimate.
Harris H. Simmons, president and chief executive officer of Zions, will serve as
the president, co-chief executive officer and chief operating officer of the new
First Security. Mr. Simmons will also serve as the chief executive officer of
the new First Security's principal banking unit. Spencer F. Eccles, chairman
and chief executive officer of First Security, will become chairman and co-chief
executive officer of the new First Security. In April 2002, Mr. Simmons will
become sole chief executive officer. Dale M. Gibbons, chief financial officer
of Zions, will become chief financial officer of the new First Security. Roy W.
Simmons, chairman of Zions, will become chairman emeritus of the new First
Security. The board of directors of the new company will be comprised of 11
representatives from Zions and 11 representatives from First Security.
<PAGE>
Following the transaction, Zions and First Security shareholders will own
approximately 49% and 51% of the combined company, respectively, on a diluted
basis. The transaction will be immediately accretive to Zions' earnings per
share. The new company expects substantially accretive earnings per share. The
transaction is expected to be 10% accretive to the combined company's earnings
in 2000 and 14% accretive in 2001.
After the closing, the combined company expects to pay dividends at an annual
rate of $1.16 per common share. Adjusted for the exchange ratio, this dividend
level is equivalent to 91% of the current annualized dividend of $0.56 paid on
First Security common shares. For shareholders of Zions, the new dividend level
would represent an increase of 107% from the current $0.56 annualized dividend
paid on Zions shares. It is anticipated that Zions will increase its dividend
to this rate at its June board meeting.
Zions and First Security estimate that they will reduce their non-interest
expenses by approximately $108 million on a pre-tax basis, with half of these
savings to be achieved in 2000 and the remainder in 2001. These cost savings
represent approximately 8% of the new company's current expense base. The cost
savings opportunities include centralization of administrative functions;
consolidation of data processing and operations; and optimization of delivery
systems. Systems conversion will begin in 2000. In connection with the
integration, the combined company will incur a one-time pre-tax merger charge of
$210 million.
Mr. Simmons said, "This merger is primarily the result of the vision of Spence
Eccles, who had the foresight to recognize the potential for a second major
banking organization in the western half of the United States, headquartered in
Salt Lake City. By creating one of the country's leading banks, and by securing
Salt Lake City's place as a major financial center, Spence has achieved a goal
beyond the accomplishments of his illustrious banking ancestors. It is
particularly fitting that under Spence's leadership the first bank holding
company in this country now becomes one of the strongest."
Mr. Simmons continued, "This new bank is Spence's dream and it is essential he
play a leading role in its future. He will serve not only as co-CEO until April
2002, but will continue to serve as chairman of the new organization. In that
position, he will continue in the important leadership role that he has
performed for First Security. Spence is a great leader in the Intermountain
West, and in my opinion, the most community-minded business leader in Utah.
That position is of inestimable value to both the state and the bank. Likewise,
Spence has for many years been one of the country's true leaders in shaping
national banking and financial policy through his leadership role in the major
bank trade associations."
Mr. Simmons concluded, "I look forward to working with Spence as his partner.
Our strengths and skills complement each other well. Having known Spence for a
number of years, I am convinced that there is no one I could work with so
closely and with so much confidence in creating a successful combination of our
two organizations."
<PAGE>
Mr. Eccles said, "Harris shares my vision, not only for this great new
enterprise, but for the communities we serve. He has demonstrated his
leadership, not only in a very successful banking institution, but in numerous
community activities and industry associations. He will be a great leader for
this organization, surrounded by a tremendous team of professionals from both of
our banks."
Mr. Eccles added, "Harris has overseen the growth of one of the country's most
dynamic and highly respected banks. I, too, look forward to working with Harris
as partners. I am confident that there is no better banker to manage the
operations of our merged companies."
The transaction is subject to shareholder and regulatory approvals. In
connection with the merger agreement, Zions and First Security have each granted
the other customary reciprocal stock options. The transaction is expected to
close in the fourth quarter of 1999. The companies said they expect to divest a
number of branches and deposits in Utah in order to receive regulatory approval
for the transaction.
Zions was advised in this transaction by the investment bank of Goldman, Sachs &
Co. and the law firm of Sullivan & Cromwell. First Security was advised by the
investment bank of J. P. Morgan and the law firm of Wachtell, Lipton, Rosen &
Katz.
Under local management teams and community identities, Zions Bancorporation
operates full-service banking offices in Arizona, California, Colorado, Idaho,
Nevada, New Mexico, Utah and Washington. It also offers a comprehensive array
of investment, mortgage, insurance, and electronic commerce services and is a
leader in providing innovative financing solutions for small businesses
nationwide. Investor information can be accessed via the Internet at
www.zionsbank.com.
First Security is the West's second largest independent bank holding company and
is the nation's oldest multistate bank holding company, having been incorporated
on June 15, 1928. At March 31, 1999, First Security banks operated 324 full
service domestic bank offices in Utah, Idaho, Oregon, Wyoming, New Mexico,
Nevada and California. Non-bank subsidiaries include a residential mortgage
loan company, a leasing company, two insurance subsidiaries, an investment
management company, a full-service retail securities broker/dealer, a "Section
20" full-service securities broker/dealer, a bankcard transaction processing
company, an information technology subsidiary and a small business investment
corporation. Investor information can be accessed via the Internet at
www.firstsecuritybank.com.
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 results of achievements 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 new operations being delayed or such
merger of activities being prohibited; competitive pressures among financial
institutions increasing significantly; economic conditions,
<PAGE>
either nationally or locally in areas in which Zions and First Security conduct
their operations, being less favorable than expected; the cost and effort
required to integrate the companies being more difficult than expected or the
required divestitures of branches or deposits being greater than expected;
expected cost savings from the proposed merger not being fully realized or
realized within the expected time frame; legislation or regulatory changes which
adversely affect the ability of the combined company to conduct, or the
accounting for, business combinations and new operations; and the impact of the
transition to the year 2000 on the operations of First Security, Zions or the
combined company. 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.
<PAGE>
EXHIBIT 99.2
The New First Security
The West's High Growth
Financial Services Company
June 7, 1999
[MAP OF THE STATES OF WASHINGTON, OREGON, IDAHO,
CALIFORNIA, NEVADA, UTAH, WYOMING, COLORADO,
ARIZONA AND NEW MEXICO APPEARS HERE]
[LOGO OF FIRST SECURITY CORPORATION]
<PAGE>
Transaction Background
==============================================================================
. First Security
- The nation's oldest multi-state bank holding company, founded in 1928
- Banking operations in seven states
- Leading market share in Utah and Idaho
. Zions
- Lead bank founded in 1873
- Banking operations in eight states
- Ranked #1 in total shareholder return for U.S. banks over the last ten
years (a)
. The new First Security will be:
- Headquartered in Salt Lake City
- Second largest commercial bank headquartered in the West
- Uniquely positioned in growth markets
(a) Source: Fortune
1
<PAGE>
The New First Security is a Leader in the West
===============================================================================
- ---------------------------------------------------
Top Western Commercial Banks
- ---------------------------------------------------
<TABLE>
<CAPTION> [MAP APPEARS HERE OF 10 WESTERN
Western % of Total STATES DEPICTING IN WHICH STATES
Institution Deposits (a) Deposits ONLY ZIONS HAS DEPOSITS (ARIZONA,
- --------------------------------------------------- COLORADO AND WASHINGTON), IN WHICH
<S> <C> <C> STATES ONLY FIRST SECURITY HAS DEPOSITS
1. Bank of America $122.8 bn 36% (OREGON, WYOMING AND NEW MEXICO)
2. Wells Fargo 86.3 67 AND IN WHICH STATES BOTH ZIONS AND
3. U.S. Bancorp 30.1 61 FIRST SECURITY HAVE DEPOSITS (IDAHO,
- --------------------------------------------------- CALIFORNIA, NEVADA AND UTAH). THE
4. New First Security(c) 24.4 100 MAP ALSO DEPICTS THE RANK (b) OF THE NEW
- --------------------------------------------------- FIRST SECURITY IN SUCH STATES AS FOLLOWS:
5. UnionBanCal 21.0 100 WASHINGTON (NO RANK), OREGON (#7),
6. Bank One 15.6 12 IDAHO (#1), CALIFORNIA (#4), NEVADA (#3),
7. KeyCorp 9.1 23 UTAH (#1), WYOMING (#8),
COLORADO (#5), ARIZONA (#4)
AND NEW MEXICO (#3)]
</TABLE>
Source: SNL Data Source. Deposit data as of 6/30/1998.
(a) Includes deposits in states shown and Montana.
(b) Represents deposit rank among commercial banks in state.
(c) Adjusted to exclude $1.5 billion deposit sale. Data pro forma for all recent
acquisitions.
2
<PAGE>
The New FSCO is in the Fastest Growing Markets (a)
================================================================================
[CHART APPEARS HERE WITH A HORIZONTAL AXIS LABELED "50 YEAR HISTORICAL GROWTH
AVERAGE PER YEAR" AND A VERTICAL AXIS LABELED "12 MONTHS GROWTH (1997-1998)";
STATES APPEARS ON THE CHART AS DIAMONDS IF THEY ARE NOT SERVED BY THE NEW
FIRST SECURITY AND AS SUNS IF THEY ARE SERVED BY THE NEW FIRST SECURITY]
<TABLE>
<CAPTION>
[HORIZONTAL [VERTICAL
AXIS AXIS
COORDINATES] COORDINATES]
<S> <C> <C>
AK 2.9 2.09
AR 4.5 1.52
AL 2.2 1.23
AZ 5.4 4.21
CA 3 2.59
CO 3.7 3.24
CT 1.7 1.22
DE 2.5 3.19
FL 4.8 3.47
GA 3.2 2.56
IA 1.9 2.27
ID 2.9 2.04
IL 1.3 1.35
IN 2.1 0.42
KS 2.3 2.4
KY 2.6 1.67
LA 2.5 1.24
MA 1.2 1.81
ME 1.6 1.78
MD 2.5 2.07
MI 1.3 1.51
MN 2.4 1.99
MS 2.8 1.1
MO 2 1.33
MT 1.9 1.22
NC 3.1 1.72
ND 2.5 0.41
NE 2.2 1.75
NH 2.4 0.37
NJ 1.8 1.75
NM 3.9 1.71
NV 5.5 4.86
NY 0.9 1.73
OH 1.6 1.17
OK 2.4 2.9
OR 2.6 2.17
PA 0.9 0.77
RI 0.9 0.64
SC 2.9 4.08
SD 2.5 1.77
TN 2.7 1.46
TX 3.3 2.58
UT 3.4 2.09
VA 3 2.34
VT 2.2 1.31
WA 2.7 3.11
WI 2.1 1.6
WV 0.8 1.56
WY 2.3 2.15
</TABLE>
(a) Employment growth.
3
<PAGE>
Uniquely Positioned Western Franchise
================================================================================
. Transaction deepens penetration of highest growth markets in the nation
. Complementary footprint throughout the West
. Regionally, locally-managed alternative to mega-banks
. Greater scale to seize growth opportunities
4
<PAGE>
BUSINESS STRATEGY
- --------------------------------------------------------------------------------
Lending . Small Business / SBA
. Corporate / Real Estate
. Mortgage Banking
. Consumer Lending
. Farmer Mac
Trust / Asset Management: . Mutual Funds
. Trust Offices
Capital Markets: . Municipal Finance / Advisory
. Van Kasper
On-Line Business: . Digital Signature Trust
. Home Banking Customers
. On-Line Bond Trading
5
<PAGE>
Compelling Financial Opportunity
================================================================================
. Significant Financial Benefits
- Immediately accretive without cost saves or revenue enhancements
- Significant cost savings
- 2000E EPS accretion of 10%
- 2001E EPS accretion of 14%
. Low Execution Risk
- Substantial integration experience
- $108 million of pre-tax cost takeouts; only 8% of combined total
- Established relationships among Board and Management team
- Manageable deposit and loan divestitures in Utah
- Y2K Compliant in 2Q 1999
6
<PAGE>
Transaction Summary
================================================================================
. Structure . Pooling-of-interests
. Tax-free exchange
. Terms . Fixed exchange of 0.442 new First Security shares
for each First Security share
. No collar or walkaway
. Implied Price . $28.90 per First Security share
. $5.9 billion aggregate value
. Dividend . $1.16 per share (Zions dividend to be raised
immediately)
. Cross Options . Customary cross-option agreements
7
<PAGE>
Transaction Summary
================================================================================
. Cost Savings . $108 million pre-tax; 8% of combined current
operating expenses
. Full phase-in in 2001 (50% in 2000)
. Merger Charge . $210 million (pre-tax)
. Diligence . Completed
. Expected Close . Fourth quarter 1999
. Divestitures . Approximately $1.5 billion in deposits and
associated loans
. Approvals Required . Regulatory
. Zions shareholders
. First Security shareholders
8
<PAGE>
The New First Security
================================================================================
. Name First Security Corporation
. Headquarters Salt Lake City
. Management
- Spencer Eccles Chairman
CO-CEO (until April 2002)
- Harris Simmons CO-CEO, President and COO
- Dale Gibbons CFO
. Board 11 Zions
11 First Security
9
<PAGE>
Senior Management Team
================================================================================
. Board Reports:
. Spencer Eccles Chairman and CO-CEO
. Harris Simmons CO-CEO, President and COO
. Senior management team reports directly to Harris Simmons
. Management team comprised of leaders from both companies
10
<PAGE>
Interests Aligned with Shareholders
================================================================================
. Focused on growth and shareholder returns
. Directors and Executive Officers will own 11% of new Company
. Long-term incentive plan driven by EPS growth
. Implementation of shareholder value-added compensation plan throughout company
11
<PAGE>
Transaction Pricing
================================================================================
<TABLE>
<CAPTION>
Transaction Multiple
Transaction Zions As a % of Zions
Price as a multiple of Multiples Multiples Multiple
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
1999E EPS 20.2x 24.2x 84%
2000E EPS 18.4 21.0 88
2000E EPS - Adjusted (a) 15.7 21.0 75
Tangible Book Value 4.1 6.3 66
</TABLE>
- --------------------------------------------------------------------------------
(a) Includes fully phased-in projected cost savings and other transaction
adjustments.
12
<PAGE>
Pro Forma Income Statement
================================================================================
<TABLE>
<CAPTION>
(Dollars in Millions) 2000E 2001E
- -------------------------------------------------------------
<S> <C> <C>
Projected ZION Net Income $ 268 $ 307
Projected FSCO Net Income 318 351
Cost Savings (a) 35 70
Transaction Adjustments (14) (l3)
----- -----
Projected Net Income $ 607 $ 715
Projected Diluted Shares (millions) 176.8 176.8
- -------------------------------------------------------------
Stand Alone ZION EPS $ 3.11 $ 3.56
Pro Forma EPS 3.43 4.04
Accretion 10% 14%
- -------------------------------------------------------------
</TABLE>
Note: Earnings estimates based on IBES median estimates.
(a) Synergies phased in 50% in 2000 and 100% in 2001.
13
<PAGE>
Sources of Cost Savings
================================================================================
. Data processing/operations consolidation
. Centralization of administrative functions
. Delivery system optimization
- Branch rationalization
- Integration of alternative delivery channels
14
<PAGE>
Elements of Cost Savings
================================================================================
<TABLE>
<CAPTION>
(Dollars in Millions) Total
- ---------------------------------------
<S> <C>
Data Processing/Operations $ 65
Administrative Functions 25
Delivery System (branches) 18
----
Annual Savings $108
====
- ---------------------------------------
</TABLE>
15
<PAGE>
Summary of One-Time
Merger Charge
================================================================================
<TABLE>
<CAPTION>
(Dollars in Millions) Total
- -----------------------------------------
<S> <C>
Employee Related $ 65
Operations and Technology 60
Branch Consolidation 45
Transaction Costs 40
----
Total $210
====
- -----------------------------------------
</TABLE>
16
<PAGE>
Combined Performance Ratios
================================================================================
<TABLE>
<CAPTION>
For the Quarter Ended March 31, 1999
-------------------------------------------
ZION First Security Pro Forma (a)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
ROAE 19.0% 16.7% 20.3%
Cash ROAE 27.5 21.0 26.9
Net Interest Margin 4.4 3.9 4.1
Cash Efficiency Ratio 61.9 61.7 57.0
Fee Income Ratio 27.5 42.7 36.0
- -------------------------------------------------------------------------------
</TABLE>
Note: Data not pro forma for recent acquisitions.
(a) Analysis includes transaction adjustments.
17
<PAGE>
Strong Top-Line Growth
Revenue/Share
================================================================================
Combined Company 15.4% CAGR
Industry 6.5% CAGR (a)
[BAR CHART APPEARS HERE]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
- -------------- -------------- -------------- -------------- --------------
Zion FSCO Zion FSCO Zion FSCO Zion FSCO Zion FSCO
- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$4.98 $3.95 $5.64 $4.40 $6.53 $4.79 $7.92 $5.39 $9.81 $6.28
</TABLE>
(a) Source: Goldman, Sachs & Co. research.
18
<PAGE>
Extraordinary EPS Growth
================================================================================
[BAR CHART APPEARS HERE]
<TABLE>
<CAPTION>
1995A 1996A 1997A 1998A
----- ----- ----- -----
<S> <C> <C> <C> <C>
. Zions Stand Alone EPS........ $1.36 $1.66 $1.84 $2.27
</TABLE>
* 18.6% CAGR
<TABLE>
<CAPTION>
1999E 2000E 2001E
----- ----- -----
<S> <C> <C> <C>
. Zions Stand Alone EPS........ $2.70 $3.11 $3.56
. Pro Forma EPS................ $3.43 $4.04
</TABLE>
Post-Deal: 22.3% CAGR
Pre-Deal: 14.8% CAGR
Note: Earnings estimates per IBES median estimates. Data exclude non-recurring
charges.
19
<PAGE>
Forward-Looking Statements
================================================================================
This presentation contains statements regarding the projected performance of
First Security Corporation and Zions Bancorporation assuming the merger of these
companies. These statements constitute forward-looking information within the
meaning of the Private Securities Litigation Reform Act. Actual results or
achievements may differ materially from the projections provided in this
presentation 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 of the proposed merger being delayed;
unanticipated conditions in regulatory orders; expected cost savings from the
merger not being fully realized or realized within the expected time frame;
competitive pressures among financial institutions increasing significantly;
economic conditions, either nationally or locally in areas in which First
Security Corporation and Zions Bancorporation conduct their operations, being
less favorable than expected; changes in the interest rate environment reducing
expected interest margins; the cost and effort required to integrate the
companies being more difficult than expected; legislation or regulatory changes
which adversely affect the ability of the combined company to conduct the
business in which the combined company would be engaged; and the impact of the
transition to the year 2000 on the operations of First Security Corporation,
Zions Bancorporation or the combined company. First Security Corporation and
Zions Bancorporation 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.
20
<PAGE>
Appendix
================================================================================
<PAGE>
Deposit Composition
================================================================================
<TABLE>
<CAPTION>
At March 31, 1999
---------------------------------------------------
Zions First Security Pro Forma
--------------- --------------- ---------------
% of % of % of
(Dollars in Millions) Balance Total Balance Total Balance Total
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Non-interest Bearing $ 3,071 23% $ 2,490 20% $ 5,561 22%
Interest Bearing:
Savings, Money Market & NOW $ 6,619 50% 5,048 40% $11,667 45%
Time Deposits less than $100K 2,049 16 3,584 29 5,633 22
Time Deposits greater than $100K 1,312 10 1,151 9 2,463 10
Foreign Deposits 154 1 300 2 454 2
Total Interest Bearing $10,134 77% $10,084 80% $20,218 78%
------- ------- -------
Total Deposits $13,205 $12,574 $25,779
======= ======= =======
</TABLE>
Note: Data not pro forma for recent acquisitions.
22
<PAGE>
Loan Composition (a)
================================================================================
<TABLE>
<CAPTION>
At March 31, 1999
-------------------------------------------------
Zions First Security Pro Forma
--------------- -------------- --------------
(Dollars in Millions) Amount % Amount % Amount %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial $ 2,742 25% $3,133 24% $ 5,875 24%
Real Estate 7,158 65 5,509 42 12,667 53
Consumer 521 5 3,143 24 3,664 15
Leases 208 2 1,376 10 1,584 7
Other 321 3 -- -- 321 1
------- ------- -------
Total $10,950 $13,161 $24,111
- --------------------------------------------------------------------------------
</TABLE>
Note: Data not pro forma for recent acquisitions.
(a) Before reserve for loan losses.
23
<PAGE>
Superior Credit Quality
================================================================================
<TABLE>
<CAPTION>
At or for the Quarter Ended March 31, 1999
------------------------------------------
(Dollars in Millions) Zions First Security Combined
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Nonperforming Loans $75 $49 $124
Nonperforming Assets + 90 (a) 108 79 187
Loan Loss Reserve 199 173 372
NPLs / Loans 0.69% 0.37% 0.52%
NPAs / Assets 0.63 0.36 0.48
NCOs / Avg. Loans (b) 0.41 0.50 0.46
Reserves / Loans 1.82 1.32 1.56
Reserves / NPLs 265 354 300
- --------------------------------------------------------------------------------
</TABLE>
Note: Data not pro forma for recent acquisitions.
(a) Includes accruing loans past due 90 days or more.
(b) Annualized.
24
<PAGE>
Leading Position in
Key Western Markets/States
================================================================================
<TABLE>
<CAPTION>
Total Market State % of
(Dollars in Billions) Deposits Share Branches Rank Franchise
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Utah(a) $ 6.9 40.2% 268 1 28.2%
California 6.3 1.5 108 4 25.7
Idaho 3.2 31.8 110 1 13.1
Nevada 2.8 18.2 80 3 11.4
Colorado 1.6 3.8 49 5 6.5
New Mexico 1.6 11.5 48 3 6.5
Arizona 1.2 3.0 39 4 4.9
Oregon 0.5 1.7 15 7 2.0
Washington 0.2 0.4 1 NM 0.8
Wyoming 0.2 2.2 8 8 0.8
----- --- -----
Total $24.4 726 100.0%
- -------------------------------------------------------------------------------
Western Rank #4
- -------------------------------------------------------------------------------
</TABLE>
Source: SNL Data Source. Deposit data as of 6/30/1998.
Note: Data pro forma for all recent acquisitions.
(a) Adjusted to exclude $1.5 billion deposit sale.
25
<PAGE>
Sumitomo Acquisition Update
- --------------------------------------------------------------------------------
. Announced on 3/26/1998
. Closed on 10/1/1998
Projected Actual to Date
- --------------------------------------------------------------------------------
Deposit 32% Run-off 2% Increase
(10% Increase DDAs)
Cost Savings 20% in One Year Achieved
NPAs Increased after thorough review Reduction of 20% in 2Q1999
- --------------------------------------------------------------------------------
(a) Announced cost savings based on a percentage of target's non-interest
expenses.
(b) As a % of Zions non-interest expense. Represents 8% of combined
non-interest expenses.
26
<PAGE>
Historical Premium Analysis
================================================================================
[GRAPH APPEARS HERE WITH A VERTICAL AXIS LABELED "% PREMIUM" AND
A HORIZONTAL AXIS LABELED "DAILY FROM 6/4/1998 TO 6/4/1999"; GRAPH
INCLUDES A HORIZONTAL LINE THAT INTERSECTS THE VERTICAL AXIS AT 55%
AND THE WORDS "55% PREMIUM 6/4/1999"]
<TABLE>
<CAPTION>
[HORIZONTAL AXIS [VERTICAL AXIS
COORDINATES] COORDINATES]
<S> <C>
6/05/1998 -8.58%
6/08/1998 -6.91%
6/09/1998 -4.60%
6/10/1998 -6.09%
6/11/1998 0.92%
6/12/1998 -3.72%
6/15/1998 -3.11%
6/16/1998 -0.99%
6/17/1998 -0.49%
6/18/1998 4.93%
6/19/1998 5.29%
6/22/1998 7.03%
6/23/1998 9.58%
6/24/1998 4.86%
6/25/1998 3.76%
6/26/1998 6.28%
6/29/1998 5.73%
6/30/1998 9.69%
7/01/1998 3.86%
7/02/1998 0.86%
7/03/1998 0.86%
7/06/1998 -0.31%
7/07/1998 3.09%
7/08/1998 0.09%
7/09/1998 2.06%
7/10/1998 1.45%
7/13/1998 0.20%
7/14/1998 0.37%
7/15/1998 3.67%
7/16/1998 8.36%
7/17/1998 6.55%
7/20/1998 5.31%
7/21/1998 5.79%
7/22/1998 2.85%
7/23/1998 1.65%
7/24/1998 -0.98%
7/27/1998 -1.53%
7/28/1998 -0.36%
7/29/1998 0.30%
7/30/1998 2.13%
7/31/1998 -1.41%
8/03/1998 -0.03%
8/04/1998 6.90%
8/05/1998 4.15%
8/06/1998 4.40%
8/07/1998 0.36%
8/10/1998 2.56%
8/11/1998 2.86%
8/12/1998 7.54%
8/13/1998 2.21%
8/14/1998 1.85%
8/17/1998 0.07%
8/18/1998 0.53%
8/19/1998 1.58%
8/20/1998 2.90%
8/21/1998 0.36%
8/24/1998 0.76%
8/25/1998 1.11%
8/26/1998 -1.02%
8/27/1998 -3.00%
8/28/1998 -4.03%
8/31/1998 9.43%
9/01/1998 -0.85%
9/02/1998 8.71%
9/03/1998 8.11%
9/04/1998 8.21%
9/07/1998 8.21%
9/08/1998 9.43%
9/09/1998 11.88%
9/10/1998 7.75%
9/11/1998 11.65%
9/14/1998 5.62%
9/15/1998 3.04%
9/16/1998 5.79%
9/17/1998 1.57%
9/18/1998 8.52%
9/21/1998 3.90%
9/22/1998 1.23%
9/23/1998 2.39%
9/24/1998 5.65%
9/25/1998 9.75%
9/28/1998 10.06%
9/29/1998 8.95%
9/30/1998 7.70%
0/01/1998 8.27%
0/02/1998 10.26%
0/05/1998 8.71%
0/06/1998 8.90%
0/07/1998 5.57%
0/08/1998 7.24%
0/09/1998 6.42%
0/12/1998 10.50%
0/13/1998 11.06%
0/14/1998 11.83%
0/15/1998 6.38%
0/16/1998 12.07%
0/19/1998 14.36%
0/20/1998 16.46%
0/21/1998 16.22%
0/22/1998 13.56%
0/23/1998 16.32%
0/26/1998 18.01%
0/27/1998 19.31%
0/28/1998 16.64%
0/29/1998 15.54%
0/30/1998 14.76%
1/02/1998 11.96%
1/03/1998 11.23%
1/04/1998 10.11%
1/05/1998 11.99%
1/06/1998 10.75%
1/09/1998 10.24%
1/10/1998 9.46%
1/11/1998 11.50%
1/12/1998 11.04%
1/13/1998 8.84%
1/16/1998 10.50%
1/17/1998 9.22%
1/18/1998 7.00%
1/19/1998 5.15%
1/20/1998 6.31%
1/23/1998 7.96%
1/24/1998 7.31%
1/25/1998 8.57%
1/26/1998 8.57%
1/27/1998 7.21%
1/30/1998 10.91%
2/01/1998 10.23%
2/02/1998 11.03%
2/03/1998 11.48%
2/04/1998 12.57%
2/07/1998 14.03%
2/08/1998 13.45%
2/09/1998 13.58%
2/10/1998 12.84%
2/11/1998 12.65%
2/14/1998 14.71%
2/15/1998 12.19%
2/16/1998 12.46%
2/17/1998 9.50%
2/18/1998 13.48%
2/21/1998 10.75%
2/22/1998 9.69%
2/23/1998 13.83%
2/24/1998 12.83%
2/25/1998 12.83%
2/28/1998 20.90%
2/29/1998 20.72%
2/30/1998 19.87%
2/31/1998 17.95%
1/01/1999 17.95%
1/04/1999 11.95%
1/05/1999 13.09%
1/06/1999 14.11%
1/07/1999 16.09%
1/08/1999 16.33%
1/11/1999 13.17%
1/12/1999 13.88%
1/13/1999 12.98%
1/14/1999 13.23%
1/l5/1999 12.56%
1/18/1999 12.56%
1/19/1999 14.94%
1/20/1999 17.95%
1/21/1999 22.62%
1/22/1999 21.88%
1/25/1999 25.08%
1/26/1999 27.12%
1/27/1999 23.81%
1/28/1999 25.89%
1/29/1999 25.82%
2/01/1999 33.02%
2/02/1999 37.82%
2/03/1999 35.83%
2/04/1999 37.73%
2/05/1999 39.37%
2/08/1999 38.15%
2/09/1999 42.13%
2/10/1999 40.21%
2/11/1999 38.50%
2/12/1999 45.34%
2/15/1999 45.34%
2/16/1999 42.89%
2/17/1999 46.05%
2/18/1999 44.79%
2/19/1999 43.98%
2/22/1999 43.14%
2/23/1999 44.23%
2/24/1999 48.67%
2/25/1999 49.92%
2/26/1999 52.39%
3/01/1999 53.66%
3/02/1999 51.21%
3/03/1999 51.46%
3/04/1999 54.55%
3/05/1999 54.92%
3/08/1999 56.97%
3/09/1999 56.33%
3/10/1999 55.86%
3/11/1999 55.02%
3/12/1999 53.26%
3/15/1999 53.92%
3/16/1999 56.64%
3/17/1999 59.74%
3/18/1999 63.87%
3/19/1999 61.46%
3/22/1999 63.60%
3/23/1999 60.69%
3/24/1999 60.57%
3/25/1999 63.45%
3/26/1999 65.13%
3/29/1999 61.74%
3/30/1999 66.61%
3/31/1999 52.20%
4/01/1999 57.72%
4/02/1999 57.72%
4/05/1999 63.12%
4/06/1999 56.12%
4/07/1999 61.14%
4/08/1999 64.56%
4/09/1999 66.02%
4/12/1999 60.97%
4/13/1999 57.68%
4/14/1999 60.55%
4/15/1999 58.37%
4/16/1999 60.25%
4/19/1999 64.98%
4/20/1999 63.37%
4/21/1999 73.93%
4/22/1999 62.21%
4/23/1999 62.41%
4/26/1999 64.09%
4/27/1999 64.47%
4/28/1999 57.53%
4/29/1999 55.56%
4/30/1999 55.14%
5/03/l999 52.25%
5/04/1999 47.83%
5/05/1999 48.58%
5/06/1999 43.74%
5/07/1999 48.10%
5/10/1999 49.44%
5/11/1999 50.18%
5/12/1999 48.90%
5/13/1999 50.08%
5/14/1999 48.51%
5/17/1999 46.44%
5/18/1999 47.14%
5/19/1999 46.65%
5/20/1999 46.36%
5/21/1999 43.18%
5/24/1999 46.74%
5/25/1999 43.91%
5/26/1999 46.59%
5/27/1999 48.74%
5/28/1999 48.79%
5/31/1999 48.79%
6/01/1999 52.44%
6/02/1999 53.39%
6/03/1999 54.37%
6/04/1999 55.14%
</TABLE>
____% Deal Premium
Note: Assumes exchange ratio of 0.442.
27
