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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):
October 15, 1999
PIONEER BANCORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
000-25899 88-0301208
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(Commission File Number) IRS Employer Identification No.
10 State Street
Reno, Nevada 89501-2351
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (775) 688-7900
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Item 1. Changes in Control of Registrant
Effective October 15, 1999 Pioneer Bancorporation ("Pioneer"), Reno, Nevada
completed its pending merger with Zions Bancorporation ("Zions"), Salt Lake
City, Utah, with Zions as the surviving corporation. The Merger was accomplished
pursuant to an Agreement and Plan of Merger ("Merger Agreement") dated as of May
7, 1999, as amended July 16, 1999. The Merger Agreement was included as an
exhibit to the Proxy Statement, previously filed by Pioneer with the Securities
and Exchange Commission as part of Zions final Prospectus.
Consummation of the acquisition was subject to several conditions,
including receipt of applicable regulatory approval and approval by Pioneer's
shareholders. Pioneer and Zions applied for and received the necessary approvals
referenced above, and the Shareholders of Pioneer approved the Merger Agreement
at a Special Meeting held on September 15, 1999.
Pursuant to the terms of the Merger Agreement, each outstanding share of
Pioneer Common Stock was converted into .5667 shares of Zions Common Stock.
Item 7 - Financial Statements and Exhibits
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(99.1) Press Release dated October 15, 1999 issued by Zions to
announce the closing of the Merger.
(99.2) Form 15 dated October 16, 1999, as transmitted for filing
by Pioneer to deregister Pioneer's Common Stock pursuant to
Rule 12g-4(a)(1)(i)
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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.
Dated: October 16, 1999
PIONEER BANCORPORATION
By /s/ William E. Martin
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William E. Martin
President and Chief Executive Officer
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Exhibit 99.1
Zions Bancorporation Completes Merger With Pioneer Bancorporation
SALT LAKE CITY and LAS VEGAS, Oct. 18 /PRNewswire/ -- Zions Bancorporation
("Zions") (Nasdaq: ZION - news) announced today that it has completed its
merger with Pioneer Bancorporation ("Pioneer") (OTC Bulletin Board: PNCZ -
news). Pioneer's subsidiary, Pioneer Citizens Bank of Nevada, will be merged
into Zions' subsidiary, Nevada State Bank. Each common share of Pioneer will be
exchanged for 0.5667 of a share of Zions. Based upon Zions' closing stock price
of $53 3/16 on October 15, each Pioneer share would have a value of $30.14 in
Zions' stock.
"By combining the resources of Pioneer Citizens with those of Nevada State
Bank, we have created the third largest bank in Nevada, which will have more
branch locations and banking expertise than either company did before," said
Harris Simmons, president and chief executive officer of Zions. "When the
bank's operating systems are integrated after the first of the year, we expect
the added service and convenience that the bank can offer will prove to be of
value to businesses and individuals throughout the state."
Commenting on the agreement, George Hofmann, president and chief executive
officer of Nevada State Bank, said, "The similarities between the two banks'
philosophies, including community leadership, in-state management, and strong
customer focus, will create a banking franchise that will be uniquely positioned
to service the needs of Nevadans. Our broad range of products and services,
combined with an expanded network of branches and ATMs, will truly position us
as Nevada's bank."
William Martin, president and chief executive officer of Pioneer and the new
chairman of Nevada State Bank, said, "Pioneer Citizens Bank has long been
accountable to both shareholders and customers in operating its business. The
shareholders will be more than pleased with their exchange for the quality
investment Zions Bancorporation represents and our customers benefit immensely
from the greatly expanded product offerings, substantially increased location
convenience, and weekend banking hours. This was the ideal merger partner for
all of us."
Under local management teams and community identities, Zions Bancorporation
operates full-service banking offices in Arizona, California, Colorado, Idaho,
Nevada, New Mexico, Utah and Washington. It also offers a comprehensive array of
investment, mortgage, insurance, and electronic commerce services and is a
leader in providing innovative financing solutions for small businesses
nationwide. Investor information can be accessed via the Internet at
www.zionsbank.com. Information about Nevada State Bank is available at
www.nsbank.com. Zions' common shares are traded on The Nasdaq Stock Market under
the symbol "ZION".
Forward-Looking Information
This news release contains statements regarding the projected performance of
Zions and Pioneer. These statements constitute forward-looking information
within the meaning of the Private Securities Litigation Reform Act. Actual
results or achievements 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, new operations being delayed or such acquisition or activities
being prohibited, competitive pressures among financial institutions increasing
significantly, economic conditions, either nationally or locally in areas in
which Zions conducts its operations, being less favorable than expected, the
cost and effort required to integrate the companies being more difficult than
expected, legislation or regulatory changes which adversely affect the ability
of the Company to conduct, or the accounting for, business combinations and new
operations. Zions 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.
