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Filed by Eldorado Bancshares, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and Deemed
Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934
Subject Company: Eldorado Bancshares, Inc.
Commission File No.: 2-76555
ZIONS BANCORPORATION AND ELDORADO BANCSHARES, INC.
ANNOUNCE MERGER AGREEMENT
SALT LAKE CITY, Utah and LAGUNA HILLS, California; December 14, 2000 - Zions
Bancorporation ("Zions") (Nasdaq: ZION) and Eldorado Bancshares, Inc.
("Eldorado") (Nasdaq: ELBI), announced today 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 today of $58.16,
the transaction is valued at approximately $190 million or $13.38 per Eldorado
share. Using 2001 IBES earnings per share estimates before goodwill amortization
for Zions and Eldorado of $3.60 and $1.08, respectively, the merger is expected
to be immediately accretive to Zions' earnings per share, exclusive of any cost
savings. CB&T expects to reduce costs by 20% in this transaction, which would
result in Eldorado's cash efficiency ratio being essentially the same as that of
CB&T's today.
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
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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.
Keefe, Bruyette & Woods, Inc. served as financial advisor to Eldorado in the
transaction.
Robert Sarver, president and chief executive officer of CB&T, and Dale Gibbons,
chief financial officer of Zions, will discuss this transaction on a conference
call at 11:00 a.m. EST on Friday, December 15. Media representatives, analysts
and the public are invited to listen to this discussion by calling 800-251-7415.
For those unable to listen to the call live, a conference call replay will be
available from approximately 1:00 p.m. EST on Friday, December 15 through
midnight EST on Monday, December 18. Dialing 800-633-8284 and entering passcode
17298555 can access a replay of the conference call.
"We are excited to welcome the Eldorado associates and customers to our banking
family," said Mr. Sarver. "Eldorado Bank and Antelope Valley Bank expand our
Southern California footprint with experienced banking professionals. We feel
there is an opportunity to grow our Orange County division to approximately $2
billion, which is similar to the size of our San Diego, LA, and Bay Area
divisions. Upon closing this merger, our market share of commercial bank
deposits in the county will double to about 5 %, a number four ranking."
Robert Keller, president and chief executive officer of Eldorado, said, "This is
a tremendous opportunity for our customers, employees and shareholders. CB & T
operates relatively
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autonomously with its own board of directors, management and products
designed to serve its markets. Decisions are made locally and personal
service is paramount. Our banking offices will add to the number of statewide
locations of CB & T, providing our customers with greater convenience and an
expanded offering of products and services."
California Bank & Trust is the sixth-largest bank in the State of California
with $6.9 billion in assets and 75 branch offices. Visit the bank's Web site at
www.calbanktrust.com.
Eldorado operates two bank subsidiaries - Eldorado Bank and Antelope Valley
Bank. Eldorado Bank, the largest independent bank headquartered in Orange
County, California, operates 16 full service banking offices, which serve
Orange, Riverside, San Bernardino, and San Diego Counties as well as the
Sacramento area. Antelope Valley Bank, headquartered in Lancaster, California,
operates eight full-service banking offices, which serve Los Angeles, San
Bernardino and Kern Counties.
Zions Bancorporation is one of the nation's premier financial services
companies, consisting of a collection of great banks in select high growth
markets. Under local management teams and community identities, Zions operates
over 350 full-service banking offices in Arizona, California, Colorado, Idaho,
Nevada, New Mexico, Utah and Washington. In addition, Zions is the only primary
dealer in government securities headquartered in the western United States, and
is a national leader in SBA lending, agricultural finance and electronic bond
trading. Through its subsidiary, Digital Signature Trust, the company is a
leader in providing trusted Internet identity credentials. The Wall Street
Journal and Fortune magazine recently ranked Zions Bancorporation as having
provided the best total return to shareholders over the past decade of any bank
in the universe of large institutions surveyed by these publications. Investor
information and links to subsidiary banks can be accessed at
www.zionsbancorporation.com.
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Forward-Looking Information
This press release contains various statements that are "forward-looking
statements" and are subject to the safe harbor provisions of the Securities
Reform Act of 1995. Those forward-looking statements are inherently uncertain,
and the actual results and performance of Zions and Eldorado may differ
significantly from current expectations reflected in this press release. The
economic, competitive, governmental and other factors identified in Zions' and
Eldorado's filings with the Securities and Exchange Commission - including
particularly in their respective 1999 Annual Reports on Form 10-K - could cause
Zions' or Eldorado's results to differ materially from those set forth in the
forward-looking statements contained in this release. Neither Zions nor Eldorado
undertakes any obligation to publicly update or otherwise revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
This news release may be deemed to be solicitation material in respect of the
proposed acquisition of Eldorado by Zions, pursuant to an Agreement and Plan of
Merger, dated as of December 14, 2000, by and between Eldorado and Zions. This
filing is being made in connection with Regulation of Takeovers and Security
Holder Communications (Release No. 33-7760, 34-42055) promulgated by the
Securities and Exchange Commission (SEC). Eldorado and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the Agreement and Plan of
Merger. These directors and executive officers include: Robert P. Keller, James
A. Conroy, Mitchell A. Johnson, Edward A. Fox, Charles E. Hugel, Jefferson W.
Kirby, K. Thomas Kemp, John B. Pettway, Henry T. Wilson, Paul R. Wood, Gary A.
Green, Catherine C. Jooyan, Richard Korsgaard, Henry T. McCaffrey, Paul Rodeno
and Romolo C. Santarosa.
The directors and executive officers of Eldorado, as a group, own or control
approximately 8.3 million shares of Eldorado's common stock, constituting
approximately 58% of the total number of shares of Eldorado common stock
outstanding. In addition, Messrs. Keller,
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Green, Korsgaard, McCaffrey, Rodeno and Santarosa and Ms. Jooyan, have
entered into agreements with Eldorado that provide for payments and other
benefits in connection with a change in control of Eldorado, like that which
would result from the proposed acquisition by Zions. INFORMATION CONCERNING
THE BENEFICIAL OWNERSHIP OF EACH OF ELDORADO'S DIRECTORS AND EXECUTIVE
OFFICERS AND THE CHANGE OF CONTROL ARRANGEMENTS WITH ELDORADO'S EXECUTIVE
OFFICERS MAY BE FOUND IN ELDORADO'S PROXY STATEMENT FILED WITH THE SEC UNDER
SCHEDULE 14A ON APRIL 26, 2000. THE PROXY STATEMENT IS AVAILABLE FOR FREE
BOTH ON THE SEC'S WEBSITE (HTTP://WWW.SEC.GOV) OR BY CONTACTING ROMOLO
SANTAROSA AT ELDORADO AT (949) 699-4344.
IN CONNECTION WITH THE PROPOSED MERGER, ZIONS WILL FILE A REGISTRATION STATEMENT
ON FORM S-4 WITH THE SEC. SHAREHOLDERS OF ELDORADO AND OTHER INVESTORS ARE
ENCOURAGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY
STATEMENT-PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. AFTER THE REGISTRATION
STATEMENT IS FILED WITH THE SEC, IT WILL BE AVAILABLE FOR FREE, BOTH ON THE
SEC'S WEB SITE (HTTP://WWW.SEC.GOV/) AND FROM ZIONS AND ELDORADO, AS FOLLOWS:
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ZIONS: ELDORADO:
Attn: Jennifer Jolley Attn: Romolo Santarosa
Zions Bancorporation Eldorado Bancshares, Inc.
One South Main, Suite 1380 24012 Calle de la Plata, Suite 350
Salt Lake City, UT 84111 Laguna Hills, CA 92653
(801) 524-4877 (949) 699-4344
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