-----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, L4rlR/oVRlq2velIOvrs6aP2HPSfIi5KPupBSSm4bdrkqh1abFfA+BwppvMfQ2Wr Lwe2hZKl+or2nxCL6RV3sA== /in/edgar/work/0000109380-00-000038/0000109380-00-000038.txt : 20001128 0000109380-00-000038.hdr.sgml : 20001128 ACCESSION NUMBER: 0000109380-00-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZIONS BANCORPORATION /UT/ CENTRAL INDEX KEY: 0000109380 STANDARD INDUSTRIAL CLASSIFICATION: [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: 777183 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 0001.txt 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) November 27, 2000 (November 20, 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. On November 20, 2000, the Registrant issued a press release concerning its proposed merger with Draper Bancorp. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein. A copy of the letter sent out November 27, 2000 to Draper Bancorp's shareholders notifying them of the transaction is attached hereto as Exhibit 99.2 and is incorporated in its entirety herein. 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 November 20, 2000 99.2 Letter to shareholders of Draper Bancorp, dated November 27, 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: November 27, 2000 3 EX-99.1 2 0002.txt PRESS RELEASE DATED 11/20/2000 * * * FOR IMMEDIATE RELEASE * * * FOR: ZIONS FIRST NATIONAL BANK ZIONS FIRST NATIONAL BANK One South Main, Suite 200 Contact: George Hofmann Salt Lake City, Utah Tel: 801-594-8170 A. Scott Anderson President/Chief Executive Officer DRAPER BANK Contact: Bob Daugherty Tel: 801-576-5211 November 20, 2000 ZIONS BANK AND DRAPER BANK ANNOUNCE MERGER AGREEMENT SALT LAKE CITY; November 20, 2000 - Zions First National Bank ("Zions Bank"), a subsidiary of Zions Bancorporation (Nasdaq: ZION), and Draper Bank announced today that a definitive agreement has been signed under which Draper Bank will merge with and into Zions Bank in exchange for common shares of Zions stock. Established in 1964, Draper Bank has $250 million in assets and approximately 200 employees with branch offices in Draper, Murray, Park City, Riverton, Sandy, South Jordan, and West Jordan. The Park City branch is officially referred to as Park City Bank - A Division of Draper Bank. In locations where Zions Bank and Draper Bank branches are in close proximity, some consolidations will take place. Following is a list of these consolidations: o The Draper Bank office located at 195 East 6100 South in Murray will be consolidated into the Zions Bank branch at 5595 South State Street in Murray. o The Zions Bank office at 1207 East 12300 South in Draper will be consolidated into the Draper Bank branch located at 12271 South 900 East in Draper. o The Draper Bank branch at 10380 South Redwood Road in South Jordan will be consolidated into the Zions Bank office inside the Smith's Food and Drug Center at 1634 W. South Jordan Parkway. Draper Bank's other four branches will remain open and will become offices of Zions Bank. The merger is structured to be tax-free and is intended to be accounted for as a pooling-of-interests. The purchase is subject to the approval of banking regulators. Terms of the transaction have not been disclosed. The transaction is expected to be completed in the first quarter of next year. ZIONS BANK Press Release - Page 2 November 20, 2000 "This merger enhances our presence in the important growth areas in the south end of the Salt Lake Valley," said A. Scott Anderson, president and chief executive officer of Zions Bank. "We are impressed with Draper Bank's management, employees and customer base and also with its growth and performance." "Our two organizations have similar operating philosophies and we look forward to a smooth merger of operations," said Anderson. "This affiliation will provide Draper Bank customers with an enhanced array of products and the convenience of a statewide network of branches and ATMs. We are especially thrilled to welcome the employees of Draper Bank, each of whom will be offered positions within the Zions Bank organization." Bob Daugherty, president and chief executive officer of Draper Bank, said, "We believe Zions' community banking approach is very compatible with our approach to our customers and employees. This merger will allow us to provide our customers a broader array of financial products and services while maintaining the community-oriented philosophy that has made us successful. Our customers can expect to continue to receive the same individual service they have become accustomed to over the past 36 years. We are proud to be a part of the Zions Bank family." Zions Bank is Utah's oldest financial institution and is the only local bank with a statewide distribution of branches, operating 120 full service branches throughout Utah. Zions Bank also operates 21 full service branches in Idaho, and more than 200 ATMs throughout Utah and Idaho. In addition to a wide range of traditional banking services, Zions offers a comprehensive array of investment, mortgage, and insurance services, and has a network of loan origination offices for small businesses nationwide. Through its subsidiary, Digital Signature Trust, the company is a leader in providing trusted Internet identity credentials. The company is also a leader in providing electronic banking services, including electronic municipal bond trading, and is the only primary government securities dealer headquartered west of the Mississippi River. Founded in 1873, Zions has been serving the communities of the Intermountain West for more than 125 years. Additional information on Zions Bank is available at www.zionsbank.com. # # # # # # # # # # # # # EX-99.2 3 0003.txt LETTER TO DRAPER SHAREHOLDERS DATED 11/27/2000 [Draper Bancorp Letterhead] November 27, 2000 Dear Fellow Shareholders: We are pleased to announce that Draper Bancorp has entered into an Agreement and Plan of Merger with Zions Bancorporation. It is anticipated that the transaction, which is subject to required regulatory approvals and the satisfaction of other conditions detailed in the Agreement, will close during the first quarter of 2001. Under the terms of the Agreement, Draper will merge with Zions, and Draper's shareholders will receive shares of Zions common stock in exchange for their shares of Draper common stock in accordance with an exchange formula set forth in the Agreement. The exchange ratio is based upon an aggregate merger value of $81,500,000, and the specific number of Zions shares to be received by the Draper shareholders depends upon the fluctuating market prices of Zions common stock during a specific 15-day trading period prior to the closing. For illustrative purposes only, upon completion of the merger, assuming the average closing price during the above-referenced 15-day period and the weighted average trading price of Zions common stock reported for the trading day immediately preceding the effective date of the merger are both $55.00 per share (note: the closing price on Friday, November 24, 2000 was $53.25), each share of Draper common stock would be exchanged for 3.94 shares of Zions common stock, resulting in an approximate value of $216.79 per share of Draper common stock. The merger with Zions requires, among other things, approval of the Draper shareholders at a special meeting called for that purpose. In the coming weeks, you will be receiving a notice of the special meeting, as well as proxy materials and a prospectus containing detailed information regarding the merger, including the terms of the exchange of shares. This letter is neither an offer to sell nor a solicitation to buy securities of Zions Bancorporation, nor is this letter a proxy solicitation. The offering, and the related proxy solicitation, will be made only by a proxy statement/prospectus that you will receive under a separate cover. We look forward to seeing you at the special meeting. Very truly yours, The Board of Directors of Draper Bancorp /s/Robert M. Daugherty By: Robert M. Daugherty Director, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----