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)
January 19, 2000 (January 18, 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)
1
<PAGE>
Items 1-4.
Not Applicable.
Item 5. Other Events.
A copy of the press release issued yesterday by the Registrant
and First Security Corporation with respect to (1) the
agreement for the sale of certain branches in Utah and Idaho
and (2) the consolidation of the combined company's retail
delivery system is attached hereto as Exhibit 99.1.
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 January 18, 2000
Item 8. Change in Fiscal Year.
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable.
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: January 18, 2000
3
FOR IMMEDIATE RELEASE Analysts' Contacts: First Security - Brad Hardy
January 18, 2000 801-246-5976
Zions - Dale Gibbons
801-524-4787
Media Contacts: First Security - Pat McMurray
208-393-2006
Zions - Scott Anderson
801-524-4839 or 801-594-8268
ZIONS BANCORPORATION AND FIRST SECURITY CORPORATION
ANNOUNCE SIGNING OF PURCHASE AGREEMENT FOR DIVESTED BRANCHES
AND CONSOLIDATION OF RETAIL BRANCH DELIVERY SYSTEM
SALT LAKE CITY, January 18, 2000 -- First Security Corporation (Nasdaq: FSCO)
and Zions Bancorporation (Nasdaq: ZION) today announced that BancWest
Corporation (NYSE: BWE) will acquire 68 Zions and First Security branches and
associated deposits and loans in Utah and Idaho. The sale was required to ensure
that the merger of equals of First Security and Zions will not have any
anti-competitive effect in any market to be served by the new First Security.
These 68 branches will operate under BancWest's principal subsidiary in the
continental U.S., Bank of the West. Under the terms of the purchase agreement,
Bank of the West will assume approximately $2.1 billion in deposits and acquire
approximately $660 million in loans. BancWest will pay on average a 9.8 percent
deposit premium, plus the market value of the branch facilities. In addition, a
premium will also be paid on certain sweep balances being transferred to Bank of
the West. As a part of the purchase agreement, Bank of the West has committed to
offer employment to all the Zions and First Security staff currently employed at
the 68 offices.
"While we regret being required to sell these offices that have long been a part
of the Zions and First Security branch networks, we are confident that our
customers and employees will be well-served by Bank of the West," said Harris H.
Simmons, president and chief executive officer of Zions. "With this agreement in
place, we expect to be able to complete our merger of equals late this quarter,
subject to shareholder approval of course."
-more-
<PAGE>
Zions Bancorporation/First Security Corporation
Press Release - Page 2
January 18, 2000
The sale is expected to be completed in the second quarter of 2000, conditioned
upon the approval by the appropriate regulatory authorities and the completion
of the merger of equals of Zions and First Security. In the interim, Zions and
First Security banking services will continue to be provided by each branch.
As previously announced, the branches to be sold by Zions and First Security are
in the following communities:
(FSB = First Security Bank; ZFNB = Zions First National Bank)
<TABLE>
<CAPTION>
Utah:
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<S> <C> <C> <C>
American Fork - ZFNB Helper - FSB Monticello - ZFNB Richfield - FSB
Blanding - ZFNB Hurricane - FSB Moroni - FSB Roosevelt - ZFNB
Brigham City - ZFNB Hyrum - FSB Mt. Pleasant - FSB St. George (3) - FSB
Castle Dale - FSB Kamas - ZFNB Murray - ZFNB Salt Lake City (7) - ZFNB
Cedar City - ZFNB Kearns - ZFNB No. Salt Lake - ZFNB Sandy - ZFNB
Centerville - ZFNB Lehi - ZFNB Ogden (3) - ZFNB Smithfield - FSB
Coalville - ZFNB Logan (3) - FSB Orem (2) - ZFNB Taylorsville - ZFNB
Delta - FSB Magna - ZFNB Park City - ZFNB Vernal - FSB
Draper - ZFNB Midvale - ZFNB Payson - ZFNB West Valley City - ZFNB
Duchesne - ZFNB Moab (2) - ZFNB Pleasant Grove - ZFNB
Eureka - FSB Monroe - FSB Price - FSB
Heber City - ZFNB Montezuma Crk. - ZFNB Provo (2) - ZFNB
</TABLE>
Idaho:
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Bonners Ferry - ZFNB
Burley - ZFNB
Culdesac - FSB
Lewiston - ZFNB
Montpelier -
ZFNB Paris - ZFNB
Pierce - FSB
Richfield - ZFNB
BancWest Corporation is a bank holding company with assets of approximately
$16.7 billion headquartered in Honolulu, Hawaii, with an administrative
headquarters in San Francisco, Calif. Its subsidiary, Bank of the West, is
headquartered in San Francisco, with 162 branches - 118 in Northern and Central
California, 30 in Oregon, nine in Washington state, three in Idaho, and two in
Nevada.
First Security and Zions have also announced plans for the consolidation of the
retail delivery system for the new First Security Corporation. In total, Zions
and First Security will be closing 39 branch offices - 14 in Utah, 12 in Nevada,
nine in Idaho, and four in California - and consolidating them into nearby
locations.
-more-
<PAGE>
Zions Bancorporation/First Security Corporation
Press Release - Page 3
January 18, 2000
"We are very concerned that there are going to be some disruptions that result
from these branch consolidations," said Spencer F. Eccles, chairman
and chief executive officer of First Security. "However, the new First Security
will have a significantly broader branch distribution system than either Zions
or First Security have had in the past. In particular, in Utah and Idaho, with
our large number of branch offices, supermarket branches and ATMs the
convenience of the new First Security will be second to none. Of course, all our
customers may continue to conduct their banking transactions at any location,
not just the one into which their account is being consolidated."
Following is a list of the branches to be closed and the branches into which
they will be absorbed:
California
(CBT = California Bank & Trust; FSBCA = First Security Bank of California)
<TABLE>
<CAPTION>
<S> <C>
Consolidated Branch Absorbing Branch
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Alhambra - CBT (230 E. Valley Blvd.) Alhbambra - FSBCA (123 S. Chapel Avenue)
Brea - CBT (775 E. Birch Street) Brea - FSBCA (390 N. Brea Blvd.)
Irvine - FSBCA (18401 Von Karman Ave.) Irvine - CBT (1900 Main Street)
La Palma - FSBCA (4875 La Palma Ave.) La Palma - CBT (5471 Orangethorpe Ave.)
</TABLE>
Nevada
(FSB = First Security Bank; NSB = Nevada State Bank; PCB= Pioneer Citizens Bank)
<TABLE>
<CAPTION>
<S> <C>
Consolidated Branch Absorbing Branch
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Charleston - FSB (727 S. 9th Street) Main Office - FSB (530 Las Vegas Blvd.)
Eastgate - PCB (460 N. Stephanie) Warm Springs - NSB (1501 W. Warm Springs)
Flamingo - FSB (1690 E. Flamingo) Maryland - PCB (4170 S. Maryland)
Flamingo - NSB (4240 W. Flamingo) Flamingo - FSB (4950 W. Flamingo)
Green Valley - FSB (701 N. Valle Verde) Warm Springs - NSB (1501 W. Warm Springs)
Lakes Office - FSB (9021 W. Sahara) West Sahara - PCB (8260 W. Sahara)
Main Office - NSB (201 South Forth) Main Office - FSB (530 Las Vegas Blvd.)
McCarran - FSB (770 E. Warm Springs) McCarran - PCB (750 E. Warm Springs)
Meadowood - PCB (5050 Meadowood) Neil Road - FSB (6275 Neil Road)
Plumb Lane - NSB (580 E. Plumb Lane) Moana Lane - PCB (1001 Moana Lane)
Sahara - FSB (2980 W. Sahara) West Sahara - NSB (3480 W. Sahara)
Spring Mtn. - PCB (4949 Spring Mtn.) Spring Mtn. - FSB (4425 Spring Mtn.)
</TABLE>
* Note: On January 17, 2000 the operations of Nevada State Bank and Pioneer
Citizens Bank were combined. As part of combining these banks, the closing of
Nevada State Bank's Plumb Lane office (1580 E. Warm Springs, Reno) and Pioneer
Citizen Bank's Eastgate office (460 N. Stephanie, Las Vegas) were completed on
January 17.
-more-
<PAGE>
Zions Bancorporation/First Security Corporation
Press Release - Page 4
January 18, 2000
Idaho
(FSB = First Security Bank; ZFNB = Zions First National Bank)
<TABLE>
<CAPTION>
<S> <C>
Consolidated Branch Absorbing Branch
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Blackfoot - ZFNB (1 Riverside Plaza) Blackfoot - FSB (109 S. Broadway)
Boise - ZFNB (8100 Emerald St.) Westgate - FSB (7700 Fairview Ave.)
Gooding - ZFNB (502 Main St.) Gooding - FSB (445 Main St.)
Idaho Falls - ZFNB (401 N. Capital) Idaho Falls - FSB (320 A Street)
Lewiston - ZFNB (623 Main St.) Lewiston Main - FSB (Ninth and Main St.)
Moscow - ZFNB (105 S. Main Ave.) Moscow Main - FSB (221 S. Main St.)
Rexburg - ZFNB (149 W. Main) Rexburg - FSB (39 E. Main St.)
Rigby - FSB (127 N. State St.) Rigby - ZFNB (219 E. Main)
Weiser - ZFNB (606 State Street) Weiser - FSB (407 State Street)
</TABLE>
Utah
(FSB = First Security Bank; ZFNB = Zions First National Bank)
<TABLE>
<CAPTION>
<S> <C>
Consolidated Branch Absorbing Branch
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Bountiful - ZFNB (5 North Main) Bountiful - FSB (230 South Main)
East Price - ZFNB (625 East 100 North) Price - ZFNB (45 South Carbon Ave.)
Eden Valley - ZFNB (2555 Wolf Creek Dr.) Ogden Valley - FSB (2487 State Road 158, Eden)
Foothill - FSB (1290 S. Foothill Dr., SLC) Foothill - ZFNB (1304 S. Foothill Dr., SLC)
Jordan Valley - FSB (8952 S. Redwood Rd.) 90th South - FSB (2640 West 9000 South)
Lindon - FSB (144 South State) North Orem Albertson's - FSB (1585 N. State)
North Layton - FSB (2050 North Main) Antelope Drive - ZFNB (1781 W. Antelope Dr., Layton)
North Temple - FSB (1773 W. North Temple) Rose Park - FSB (783 N. Redwood Road)
Ogden Five Points - FSB (114 N. Washington) 12th Street - FSB (246 12th Street, Ogden)
Spanish Fork - FSB (99 N. Main) Spanish Fork - ZFNB (190 N. Main)
Sugarhouse - FSB (1095 East 2100 South) Sugarhouse - ZFNB (2200 South Highland Dr.)
Trolley Square - FSB (445 Trolley Square) 7th East - ZFNB (701 East 400 South, SLC)
</TABLE>
* Note: In addition to the above consolidations, First Security's ZCMI Center
office (36 South State) and Zions' First South office (100 South Main) will be
consolidated into the new bank's Head Office which will operate out of two
locations at 1 South Main and 79 South Main in Salt Lake City. Zions' office at
100 South Main will be used to house the bank's Internet banking operations.
The consolidation of branches and the combining of branch operations into the
new First Security are scheduled to occur prior to the end of the second
quarter.
-more-
<PAGE>
Zions Bancorporation/First Security Corporation
Press Release - Page 5
January 18, 2000
The new First Security Corporation will be the nation's 20th largest
banking company, and the West's second largest independent bank holding company,
with assets of approximately $40 billion. After integration and divestiture
efforts associated with the merger are completed, the corporation will operate
over 600 full-service banking offices in 10 Western states. It will be the
largest commercial bank in both Utah and Idaho, the third largest in Nevada and
New Mexico, the fourth largest in Arizona and California, and the fifth largest
in Colorado. It will also have a branch presence in important markets in Oregon,
Washington, and Wyoming. The corporation will also offer a comprehensive array
of investment, mortgage, insurance, leasing, and electronic commerce services
and will be a leader in providing innovative financing solutions for small
businesses nationwide.
Forward Looking Information
This news release contains statements regarding the expected close of the merger
between Zions and First Security, the divestiture of certain facilities and the
integration of operations of the two companies. These statements constitute
forward-looking information within the meaning of the Private Securities
Litigation Reform Act. Actual results 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 being
delayed or such merger of activities being prohibited, rejection of the merger
by shareholders of either company, or unanticipated difficulties in merging
operations. 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.
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