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)
March 13, 2000 (March 13, 2000)
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.
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On March 13, 2000, the Registrant issued a press release concerning its
proposed merger with First Security Corporation. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated in its entirety herein.
Item 6. Resignations of Registrant's Directors.
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Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(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 March 13, 2000.
Item 8. Change in Fiscal Year.
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Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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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: March 13, 2000
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<PAGE>
Exhibit Index
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Exhibit
Number Description
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99.1 Press release, dated March 13, 2000.
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***FOR IMMEDIATE RELEASE***
FOR: ZIONS BANCORPORATION
One South Main, Suite 1380 Contact: Dale Gibbons
Salt Lake City, Utah Tel: (801) 524-4787
Harris H. Simmons March 13, 2000
President/Chief Executive Officer
ZIONS BANCORPORATION MERGER UPDATE
SALT LAKE CITY; March 13, 2000 - Zions Bancorporation (Nasdaq:ZION) today
made an announcement concerning its proposed merger with First Security
Corporation (Nasdaq:FSCO) and the opinion of Zions' financial advisor, Goldman,
Sachs & Co., in connection with the merger. On March 11, 2000, Goldman Sachs
informed Zions that, based on recent developments and changes in information
relating to certain of the assumptions underlying its prior fairness opinion, it
is no longer able to conclude that the exchange ratio in the merger with First
Security is fair, from a financial point of view, to the Zions shareholders.
Goldman Sachs also advised Zions that it should no longer rely on the opinion
expressed in its February 17, 2000 letter addressed to the Zions board of
directors and included in the joint proxy statement/prospectus of Zions and
First Security or on the analyses presented in connection with that opinion or
in connection with the June 6, 1999 opinion of Goldman Sachs to the Zions board.
Zions also announced that in order to permit its shareholders to consider
certain supplemental information relating to the merger to be mailed shortly, it
has postponed to Friday, March 31, at 1:00 p.m. its special shareholders'
meeting for the purpose of considering and voting upon the merger agreement with
First Security. The supplemental mailing will also include new proxy cards for
shareholders who have previously submitted proxies and wish to change their
votes.
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