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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (date of earliest event reported): December 14, 2000
ELDORADO BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 2-76555 33-0720548
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State or other jurisdiction Commission File Number IRS Employer
of incorporation Identification No.
24012 CALLE DE LA PLATA, SUITE 340
LAGUNA HILLS, CALIFORNIA 92653
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(Address of principal executive offices)
(949) 699-4344
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(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
Eldorado Bancshares, Inc. ("Eldorado") and Zions Bancorporation ("Zions")
announced on December 14, 2000 that they signed a definitive agreement under
which Eldorado will merge with and into Zions in exchange for common shares of
Zions. Eldorado Bank and Antelope Valley Bank, subsidiaries of Eldorado, will
then merge into Zions' subsidiary, California Bank & Trust ("CB&T").
The merger is structured to be tax-free and will be accounted for using the
purchase method. The agreement calls for each share of Eldorado to be converted
into 0.23 of a share of Zions. Based upon Zions' closing price on December 14,
2000 of $58.16, the transaction is valued at approximately $190 million or
$13.38 per Eldorado share.
The merger is subject to the approval of banking regulators and the shareholders
of Eldorado and is expected to close in the second quarter of 2001. Directors,
executive officers and principal shareholders of Eldorado, who together own a
majority of the outstanding shares of Eldorado common stock, have agreed to vote
in favor of the transaction. As part of the merger agreement, Eldorado has
provided Zions a customary option to acquire 19.9% of its common shares under
certain specified circumstances.
Eldorado will pay a dividend of 5 cents per share payable on January 24, 2001 to
holders of record of Eldorado common stock as of December 29, 2000. In addition,
whenever Zions declares a record date for a dividend payment on its common stock
that is prior to the completion of the transaction, Eldorado will be permitted
to pay a dividend on Eldorado common stock that is not greater than the pro
forma equivalent dividend, rounded to the nearest cent, of the amount of the
dividend paid with respect to Zions common stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
Exhibit 99.1 Agreement and Plan of Merger dated as of
December 14, 2000 by and between Eldorado and Zions
Exhibit 99.2 Stock Option Agreement dated December 14, 2000 by and
between Eldorado and Zions
Exhibit 99.3 Form of Stockholder Agreement
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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.
ELDORADO BANCSHARES, INC.
By: /s/ Romolo C. Santarosa
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Romolo C. Santarosa
Chief Financial Officer
Dated: December 20, 2000
