-----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, Hzknf6wN4B9HRNl/1E93uA7CsdIc9yviA3UeHNyvhvAZXxZYqz1LvzwWtEn9aqoU Vfq3ZcCdSgX1Wz+Y7sDoMQ== 0000109380-07-000154.txt : 20071219 0000109380-07-000154.hdr.sgml : 20071219 20071219064657 ACCESSION NUMBER: 0000109380-07-000154 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071218 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20071219 DATE AS OF CHANGE: 20071219 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: 0507 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12307 FILM NUMBER: 071314804 BUSINESS ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: 15TH FLOOR CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015244787 MAIL ADDRESS: STREET 1: ONE SOUTH MAIN STREET STREET 2: 15TH FLOOR 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 form8-k.htm ZIONS BANCORPORATION FORM 8-K form8-k.htm

UNITED STATES
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) December 19, 2007

ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)

UTAH
  
001-12307
  
87-0227400
(State of Incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

ONE SOUTH MAIN, 15th Floor,
SALT LAKE CITY, UTAH
  
84111
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code 801-524-4787

N/A
 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))



Item 7.01 Regulation FD Disclosure

 
In light of the significant declines in dealer price quotes in recent weeks of various securities owned by Zions, the company has undertaken a review of its securities available for sale. As a result of that review, seven of twelve REIT trust preferred CDO securities have been deemed as other than temporarily impaired (OTTI), resulting in an estimated pretax charge to income in the fourth quarter of about $94 million or approximately $0.52 per common diluted share after-tax.
 
Five of these seven securities are rated investment grade by both agencies rating them; a sixth is rated investment grade by one agency.  These six securities have paid their scheduled fourth quarter cash payment.  The collateral in these securities includes debt issued by commercial income REITs, commercial mortgage-backed securities, residential mortgage REITs, and home builders. The decision to deem these securities OTTI was based on a specific analysis of each security, including an evaluation of the underlying collateral using information and industry knowledge available to Zions.
 
The securities deemed other than temporarily impaired are among the twelve REIT trust preferred CDO securities reported in our third quarter SEC Form 10-Q (page 27) with an aggregate book value of $229 million and fair value of $144 million as of September 30, 2007. The difference between book value and fair value ($85 million) was recorded at the end of the third quarter as a reduction to capital through Other Comprehensive Income.   As of December 18, the fair value of these twelve securities had further declined to $58 million based on dealer marks, or $171 million less than book value.
 
At September 30, 2007, the seven securities now deemed OTTI had a total book value of $116.8 million and an aggregate fair value of $58.5 million. As of December 18, we are writing these seven securities down to current fair value of $22.7 million. As required by GAAP for securities deemed OTTI, the Accumulated Other Comprehensive Income recorded in the third quarter for these seven securities will be reversed and the entire impairment amount of $94.1 million will be charged through the income statement as an expense in the fourth quarter.
 
The remaining $112 million of REIT trust preferred CDO securities that have not been deemed OTTI will be valued at $35.6 million as of this date; the difference will be recorded in OCI.
 
Zions does not expect any material changes in its capital ratios at December 31, 2007 compared to September 30, 2007.
 
As previously disclosed, a security owned by Lockhart Funding LLC, an off-balance sheet commercial paper conduit sponsored by Zions Bank, was downgraded below AA- by one rating agency in November. As required under the liquidity agreement, Zions Bank purchased the security at book value of $30 million from Lockhart Funding LLC. The purchased security was written down to fair value, resulting in a pretax expense of approximately $9.7 million or approximately $0.058 per diluted common share after-tax.
 
Zions also will record its share of the Visa anti-trust settlement as a pretax expense of approximately $3.9 million in the fourth quarter, or approximately $0.022 per common diluted share after-tax.
 


This current report on form 8-K contains statements that relate to the projected performance of Zions Bancorporation and elements of or affecting such performance, including statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations and estimates of management.  These statements constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act.  Actual facts, determinations, results or achievements may differ materially from the statements provided in this 8-K since such statements involve significant known and unknown risks and uncertainties.  Factors that might cause such differences include, but are not limited to:  competitive pressures among financial institutions; economic, market and business conditions, either nationally or locally in areas in which Zions Bancorporation conducts its operations, being less favorable than expected; changes in the interest rate environment reducing expected interest margins; changes in debt, equity and securities markets; adverse legislation or regulatory changes and other factors described in Zions Bancorporation’s Annual Report on Form 10-K for the year ended December 31, 2006.  In addition, the statements contained in this 8-K are based on facts and circumstances as understood by management of the company on the date of this 8-K, which may change in the future.  Zions Bancorporation disclaims any obligation to update any statements or to publicly announce the result of any revisions to any of the forward-looking statements included herein to reflect future events, developments, determinations or understandings.


 
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.
 
  Zions Bancorporation  
       
December 19, 2007
By:
/s/ Thomas E. Laursen  
    Name: Thomas E. Laursen  
    Title: Executive Vice President and General Counsel   
       


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