SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)November 19, 1996
ASPEN BANCSHARES, INC.
(Exact name of registrant as specified in charter)
Colorado 0-19376 84-1068527
(State or Other (Commission (IRS
Jurisdiction of File Number) Employer
Incorporation or Identific
Organization) ation
No.)
534 East Hyman Avenue, PO Box 3677, Aspen, Colorado 81612
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code (970) 925-6700
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On November 19, 1996, Aspen Bancshares, Inc. ("Aspen") and
Zions Bancorporation ("Zions") reached an agreement pursuant to
which Aspen will merge with and into Zions. Shareholders of Aspen
will receive shares of Zions common stock in exchange for shares of
Aspen stock, as more fully set forth in the press release attached
hereto as Exhibit A, which is incorporated herein by reference.
The merger is subject to the approval of Aspen shareholders and
banking regulators. The transaction is expected to close late
in the first quarter or early second quarter of 1997.
EXHIBITS
A. Press release dated November 19, 1996
SIGNATURES
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.
ASPEN BANCSHARES, INC.
Date: November 19, 1996 By:/s/ Charles B. Israel
Charles B. Israel, President
EXHIBIT INDEX
A. Press Release dated November 19, 1996
***FOR IMMEDIATE RELEASE***
FOR: ZIONS BANCORPORATION ZIONS BANCORPORATION
Kennecott Building Contact: Dale Gibbons
Salt Lake City, Utah 1380 Kennecott Building
Harris H. Simmons Salt Lake City, Utah 84133
President/Chief Executive Officer Tel: (801) 524-4787
ASPEN BANCSHARES ASPEN BANCSHARES
Charles B. Israel Hal Levine/Marty Cohen
President/Chief Executive Officer The Levine Group
Tel: (970) 925-6700 Tel: (212) 682-8875
ZIONS BANCORPORATION AND ASPEN BANCSHARES
ANNOUNCE MERGER AGREEMENT
Salt Lake City, Utah and Aspen, Colorado - November 19, 1996 - Zions
Bancorporation (OTC: ZION) and Aspen Bancshares (OTC: ASBK) today
announced that a definitive agreement has been reached under which
Aspen Bancshares will merge with Zions Bancorporation in exchange for
common shares of Zions Bancorporation. Harris H. Simmons, President
and chief Executive Officer of Zions Bancorporation, and Charles B.
Israel, President and Chief Executive Officer of Aspen Bancshares,
noted that the merger is subject to the approval of Aspen shareholders
and banking regulators. The transaction is expected to close late in
the first quarter or early in the second quarter of 1997.
The merger is structured to be a tax-free exchange of shares and
will be accounted for as a pooling-of-interest. Subject to certain
collar arrangements (applicable if Zions' average price before closing
is less than $83 or more than $93), earnings performance of Aspen
until closing and other factors, the transaction is valued at
approximately $75 million, or about $19.25 per Aspen share. Each
Aspen share will be converted into Zions' shares at ratio based upon
Zions' average share price prior to closing. Aspen has provided Zions
an option to acquire up to 19.9% of Aspen's common stock outstanding
exercisable in the event of certain circumstances involving
transactions with third parties, acts of third parties, or break-up of
the merger agreement.
Mr. Simmons stated that Aspen Bancshares will largely retain its
present management. "We believe this is a great opportunity for both
banking companies which will enable Zions to expand its franchise into
the vibrant western Colorado market while providing Aspen customers
the financial strength of a larger, high-performing financial services
company. Charles Israel has distinguished himself as the nation's
preeminent private banker and I am very pleased that he and other
members of Aspen's management have decided to join our team. I look
forward to working with them in the near future. "Commenting on the
agreement, Mr. Israel said, "We are delighted to become a part of
such a dynamic and highly profitable banking organization as Zions
Bancorp. In addition to the benefits to our shareholders, there is
little doubt that our competitive position on the western slope of
Colorado will be measurably enhanced as a result of this new
affiliation. Aspen and Zions share a commitment to outstanding
customer service and our existing presence in the Colorado and New
Mexico markets will only become stronger."
With assets of approximately $450 million, Aspen Bancshares is
the largest banking company headquartered in western Colorado. It
operates 11 offices in the state and one in Farmington, New Mexico.
Its banking units are Pitkin County Bank and Trust, Centennial Savings
Bank, F.S.B., and Valley National Bank of Cortez.
With assets of $6.8 billion, Zions Bancorporation operates full-
service banking offices throughout Utah, Arizona, and Nevada through
its Zions First National Bank, National Bank of Arizona, and Nevada
State Bank subsidiaries. It also offers a comprehensive array of
investment, mortgage, and insurance services and is a recognized
leader in providing innovative financing solutions for small
businesses nationwide. Investor information can be accessed on the
Internet at www.zionsbank.com.
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