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 22, 2000 (March 22, 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 22, 2000, Zions Bancorporation issued a press release regarding
the meeting of First Security Corporation's stockholders held on March 22, 2000.
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 22, 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 22, 2000
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Exhibit Index
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Exhibit
Number Description
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99.1 Press release, dated March 22, 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 22, 2000
President/Chief Executive Officer
ZIONS BANCORPORATION EXPLAINS ITS VOTE ON MATTERS PRESENTED
AT FIRST SECURITY STOCKHOLDERS' MEETING
SALT LAKE CITY; March 22, 2000 - Zions Bancorporation (Nasdaq: ZION) announced
that at today's First Security Corporation (Nasdaq: FSCO) stockholders' meeting,
Zions issued a statement in order to clarify its vote and the reasons for its
vote on certain matters presented at the meeting. Zions had previously advised
First Security that it believed that the disclosures to First Security
stockholders furnished in advance of the meeting were neither timely nor
substantively adequate.
When questions were first permitted by First Security after the conclusion of
the vote, a Zions representative stated:
"Zions is concerned that the First Security vote today was confusing. Proxies
were solicited by First Security for adoption of the plan of merger between
First Security and Zions, but First Security disclosed that it did not count
those votes for purposes of adoption of the plan of merger to which Zions and
First Security have agreed. Instead, First Security counted votes for adoption
of the plan of merger as votes for the issuance of additional shares in
anticipation of a `reverse triangular merger,' which is a different transaction
than the one to which Zions and First Security have agreed. Zions does not
believe that this is proper or authorized.
<PAGE>
ZIONS BANCORPORATION
Press Release - Page 2
March 22, 2000
"Although First Security has not responded to Zions' written request for further
information about the proposal that Zions agree to change the structure of the
proposed merger, Zions is concerned that the effect of such a change would be
perceived as an attempt to deprive a broad range of First Security's management
of substantial financial benefits that they might otherwise have under the First
Security Comprehensive Management Incentive Plan in the event the merger is not
consummated. Zions does not believe that this change is in the interests of the
combined new company. Among other things, Zions believes that a change which
many members of management of First Security may perceive as being intended to
deprive them of financial benefits would create significant morale problems and
be counter-productive to effective integration and management of the combined
institution."
Accordingly, Zions voted the shares of First Security that it owns against
approval of the issuance of additional shares in contemplation of such a
structural change. As a First Security stockholder, Zions voted its shares in
favor of the second proposal considered at the meeting, approval of the
restatement of First Security's certificate of incorporation, which is necessary
to consummate a merger on the terms set forth in the agreement and plan of
merger as agreed to by the parties.
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