-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bmo9PXHTJNTIi8OSUok/PdI3AU/pV2Rl2u2tomhHtS+pOPDdv63TfF1w3q6XvChg mC9ZaSeLOuS5NSXMLcTR+Q== 0000109380-00-000002.txt : 20000202 0000109380-00-000002.hdr.sgml : 20000202 ACCESSION NUMBER: 0000109380-00-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZIONS BANCORPORATION /UT/ CENTRAL INDEX KEY: 0000109380 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 870227400 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-02610 FILM NUMBER: 509312 BUSINESS ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015244787 MAIL ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: SUITE 1380 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS UTAH BANCORPORATION DATE OF NAME CHANGE: 19870615 FORMER COMPANY: FORMER CONFORMED NAME: ZIONS FIRST NATIONAL INVESTMENT CO DATE OF NAME CHANGE: 19660921 8-K 1 FORM 8-K 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) January 19, 2000 (January 18, 2000) Zions Bancorporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Utah 0-2610 87-0227400 - ------------------- --------------------------------- ------------------------ (State of (Commission File Number) (IRS Employer incorporation) Identification No.) One South Main, Suite 1380, Salt Lake City, Utah 84111 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (801) 524-4787 ------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 Items 1-4. Not Applicable. Item 5. Other Events. A copy of the press release issued yesterday by the Registrant and First Security Corporation with respect to (1) the agreement for the sale of certain branches in Utah and Idaho and (2) the consolidation of the combined company's retail delivery system is attached hereto as Exhibit 99.1. Item 6. Resignations of Registrant's Directors. Not Applicable. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Description - ------ ----------- 99.1 Press release, dated January 18, 2000 Item 8. Change in Fiscal Year. Not Applicable. Item 9. Sales of Equity Securities Pursuant to Regulation S. Not Applicable. 2 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 ----------------------------- Name: Dale M. Gibbons Title: Executive Vice President and Chief Financial Officer Date: January 18, 2000 3 EX-99.1 2 PRESS RELEASE DATED 1/18/2000 FOR IMMEDIATE RELEASE Analysts' Contacts: First Security - Brad Hardy January 18, 2000 801-246-5976 Zions - Dale Gibbons 801-524-4787 Media Contacts: First Security - Pat McMurray 208-393-2006 Zions - Scott Anderson 801-524-4839 or 801-594-8268 ZIONS BANCORPORATION AND FIRST SECURITY CORPORATION ANNOUNCE SIGNING OF PURCHASE AGREEMENT FOR DIVESTED BRANCHES AND CONSOLIDATION OF RETAIL BRANCH DELIVERY SYSTEM SALT LAKE CITY, January 18, 2000 -- First Security Corporation (Nasdaq: FSCO) and Zions Bancorporation (Nasdaq: ZION) today announced that BancWest Corporation (NYSE: BWE) will acquire 68 Zions and First Security branches and associated deposits and loans in Utah and Idaho. The sale was required to ensure that the merger of equals of First Security and Zions will not have any anti-competitive effect in any market to be served by the new First Security. These 68 branches will operate under BancWest's principal subsidiary in the continental U.S., Bank of the West. Under the terms of the purchase agreement, Bank of the West will assume approximately $2.1 billion in deposits and acquire approximately $660 million in loans. BancWest will pay on average a 9.8 percent deposit premium, plus the market value of the branch facilities. In addition, a premium will also be paid on certain sweep balances being transferred to Bank of the West. As a part of the purchase agreement, Bank of the West has committed to offer employment to all the Zions and First Security staff currently employed at the 68 offices. "While we regret being required to sell these offices that have long been a part of the Zions and First Security branch networks, we are confident that our customers and employees will be well-served by Bank of the West," said Harris H. Simmons, president and chief executive officer of Zions. "With this agreement in place, we expect to be able to complete our merger of equals late this quarter, subject to shareholder approval of course." -more- Zions Bancorporation/First Security Corporation Press Release - Page 2 January 18, 2000 The sale is expected to be completed in the second quarter of 2000, conditioned upon the approval by the appropriate regulatory authorities and the completion of the merger of equals of Zions and First Security. In the interim, Zions and First Security banking services will continue to be provided by each branch. As previously announced, the branches to be sold by Zions and First Security are in the following communities: (FSB = First Security Bank; ZFNB = Zions First National Bank)
Utah: - ----- American Fork - ZFNB Helper - FSB Monticello - ZFNB Richfield - FSB Blanding - ZFNB Hurricane - FSB Moroni - FSB Roosevelt - ZFNB Brigham City - ZFNB Hyrum - FSB Mt. Pleasant - FSB St. George (3) - FSB Castle Dale - FSB Kamas - ZFNB Murray - ZFNB Salt Lake City (7) - ZFNB Cedar City - ZFNB Kearns - ZFNB No. Salt Lake - ZFNB Sandy - ZFNB Centerville - ZFNB Lehi - ZFNB Ogden (3) - ZFNB Smithfield - FSB Coalville - ZFNB Logan (3) - FSB Orem (2) - ZFNB Taylorsville - ZFNB Delta - FSB Magna - ZFNB Park City - ZFNB Vernal - FSB Draper - ZFNB Midvale - ZFNB Payson - ZFNB West Valley City - ZFNB Duchesne - ZFNB Moab (2) - ZFNB Pleasant Grove - ZFNB Eureka - FSB Monroe - FSB Price - FSB Heber City - ZFNB Montezuma Crk. - ZFNB Provo (2) - ZFNB
Idaho: - ------ Bonners Ferry - ZFNB Burley - ZFNB Culdesac - FSB Lewiston - ZFNB Montpelier - ZFNB Paris - ZFNB Pierce - FSB Richfield - ZFNB BancWest Corporation is a bank holding company with assets of approximately $16.7 billion headquartered in Honolulu, Hawaii, with an administrative headquarters in San Francisco, Calif. Its subsidiary, Bank of the West, is headquartered in San Francisco, with 162 branches - 118 in Northern and Central California, 30 in Oregon, nine in Washington state, three in Idaho, and two in Nevada. First Security and Zions have also announced plans for the consolidation of the retail delivery system for the new First Security Corporation. In total, Zions and First Security will be closing 39 branch offices - 14 in Utah, 12 in Nevada, nine in Idaho, and four in California - and consolidating them into nearby locations. -more- Zions Bancorporation/First Security Corporation Press Release - Page 3 January 18, 2000 "We are very concerned that there are going to be some disruptions that result from these branch consolidations," said Spencer F. Eccles, chairman and chief executive officer of First Security. "However, the new First Security will have a significantly broader branch distribution system than either Zions or First Security have had in the past. In particular, in Utah and Idaho, with our large number of branch offices, supermarket branches and ATMs the convenience of the new First Security will be second to none. Of course, all our customers may continue to conduct their banking transactions at any location, not just the one into which their account is being consolidated." Following is a list of the branches to be closed and the branches into which they will be absorbed: California (CBT = California Bank & Trust; FSBCA = First Security Bank of California)
Consolidated Branch Absorbing Branch - ------------------- ---------------- Alhambra - CBT (230 E. Valley Blvd.) Alhbambra - FSBCA (123 S. Chapel Avenue) Brea - CBT (775 E. Birch Street) Brea - FSBCA (390 N. Brea Blvd.) Irvine - FSBCA (18401 Von Karman Ave.) Irvine - CBT (1900 Main Street) La Palma - FSBCA (4875 La Palma Ave.) La Palma - CBT (5471 Orangethorpe Ave.)
Nevada (FSB = First Security Bank; NSB = Nevada State Bank; PCB= Pioneer Citizens Bank)
Consolidated Branch Absorbing Branch - ------------------- ---------------- Charleston - FSB (727 S. 9th Street) Main Office - FSB (530 Las Vegas Blvd.) Eastgate - PCB (460 N. Stephanie) Warm Springs - NSB (1501 W. Warm Springs) Flamingo - FSB (1690 E. Flamingo) Maryland - PCB (4170 S. Maryland) Flamingo - NSB (4240 W. Flamingo) Flamingo - FSB (4950 W. Flamingo) Green Valley - FSB (701 N. Valle Verde) Warm Springs - NSB (1501 W. Warm Springs) Lakes Office - FSB (9021 W. Sahara) West Sahara - PCB (8260 W. Sahara) Main Office - NSB (201 South Forth) Main Office - FSB (530 Las Vegas Blvd.) McCarran - FSB (770 E. Warm Springs) McCarran - PCB (750 E. Warm Springs) Meadowood - PCB (5050 Meadowood) Neil Road - FSB (6275 Neil Road) Plumb Lane - NSB (580 E. Plumb Lane) Moana Lane - PCB (1001 Moana Lane) Sahara - FSB (2980 W. Sahara) West Sahara - NSB (3480 W. Sahara) Spring Mtn. - PCB (4949 Spring Mtn.) Spring Mtn. - FSB (4425 Spring Mtn.)
* Note: On January 17, 2000 the operations of Nevada State Bank and Pioneer Citizens Bank were combined. As part of combining these banks, the closing of Nevada State Bank's Plumb Lane office (1580 E. Warm Springs, Reno) and Pioneer Citizen Bank's Eastgate office (460 N. Stephanie, Las Vegas) were completed on January 17. -more- Zions Bancorporation/First Security Corporation Press Release - Page 4 January 18, 2000 Idaho (FSB = First Security Bank; ZFNB = Zions First National Bank)
Consolidated Branch Absorbing Branch - ------------------- ---------------- Blackfoot - ZFNB (1 Riverside Plaza) Blackfoot - FSB (109 S. Broadway) Boise - ZFNB (8100 Emerald St.) Westgate - FSB (7700 Fairview Ave.) Gooding - ZFNB (502 Main St.) Gooding - FSB (445 Main St.) Idaho Falls - ZFNB (401 N. Capital) Idaho Falls - FSB (320 A Street) Lewiston - ZFNB (623 Main St.) Lewiston Main - FSB (Ninth and Main St.) Moscow - ZFNB (105 S. Main Ave.) Moscow Main - FSB (221 S. Main St.) Rexburg - ZFNB (149 W. Main) Rexburg - FSB (39 E. Main St.) Rigby - FSB (127 N. State St.) Rigby - ZFNB (219 E. Main) Weiser - ZFNB (606 State Street) Weiser - FSB (407 State Street)
Utah (FSB = First Security Bank; ZFNB = Zions First National Bank)
Consolidated Branch Absorbing Branch - ------------------- ---------------- Bountiful - ZFNB (5 North Main) Bountiful - FSB (230 South Main) East Price - ZFNB (625 East 100 North) Price - ZFNB (45 South Carbon Ave.) Eden Valley - ZFNB (2555 Wolf Creek Dr.) Ogden Valley - FSB (2487 State Road 158, Eden) Foothill - FSB (1290 S. Foothill Dr., SLC) Foothill - ZFNB (1304 S. Foothill Dr., SLC) Jordan Valley - FSB (8952 S. Redwood Rd.) 90th South - FSB (2640 West 9000 South) Lindon - FSB (144 South State) North Orem Albertson's - FSB (1585 N. State) North Layton - FSB (2050 North Main) Antelope Drive - ZFNB (1781 W. Antelope Dr., Layton) North Temple - FSB (1773 W. North Temple) Rose Park - FSB (783 N. Redwood Road) Ogden Five Points - FSB (114 N. Washington) 12th Street - FSB (246 12th Street, Ogden) Spanish Fork - FSB (99 N. Main) Spanish Fork - ZFNB (190 N. Main) Sugarhouse - FSB (1095 East 2100 South) Sugarhouse - ZFNB (2200 South Highland Dr.) Trolley Square - FSB (445 Trolley Square) 7th East - ZFNB (701 East 400 South, SLC)
* Note: In addition to the above consolidations, First Security's ZCMI Center office (36 South State) and Zions' First South office (100 South Main) will be consolidated into the new bank's Head Office which will operate out of two locations at 1 South Main and 79 South Main in Salt Lake City. Zions' office at 100 South Main will be used to house the bank's Internet banking operations. The consolidation of branches and the combining of branch operations into the new First Security are scheduled to occur prior to the end of the second quarter. -more- Zions Bancorporation/First Security Corporation Press Release - Page 5 January 18, 2000 The new First Security Corporation will be the nation's 20th largest banking company, and the West's second largest independent bank holding company, with assets of approximately $40 billion. After integration and divestiture efforts associated with the merger are completed, the corporation will operate over 600 full-service banking offices in 10 Western states. It will be the largest commercial bank in both Utah and Idaho, the third largest in Nevada and New Mexico, the fourth largest in Arizona and California, and the fifth largest in Colorado. It will also have a branch presence in important markets in Oregon, Washington, and Wyoming. The corporation will also offer a comprehensive array of investment, mortgage, insurance, leasing, and electronic commerce services and will be a leader in providing innovative financing solutions for small businesses nationwide. Forward Looking Information This news release contains statements regarding the expected close of the merger between Zions and First Security, the divestiture of certain facilities and the integration of operations of the two companies. These statements constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act. Actual results 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: the timing of closing the proposed merger being delayed or such merger of activities being prohibited, rejection of the merger by shareholders of either company, or unanticipated difficulties in merging operations. The Company 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. # # # # # # # # # # # # # # -----END PRIVACY-ENHANCED MESSAGE-----