SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 12, 1997
ASPEN BANCSHARES, INC.
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(Exact name of registrant as specified in charter)
Colorado 0-19376 84-1068527
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (970) 925-6700
N/A
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(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On May 12, 1997 the Registrant and Zions Bancorporation
("Zions Bancorp") amended the Agreement and Plan of
Reorganization, dated November 19, 1996, as amended on March
11, 1997 ("the Agreement") as follows:
1.The parties desiring to allow the Reorganization to
be effective on the same date as the date of the special
meeting of the shareholders of the Registrant approving
the Reorganization, instead of one day later, amended
Section 2.1 of the Agreement to read as follows:
2.1 Shareholder Approval. The date upon
which the shareholders of the Company approve,
ratify, and confirm the transactions contemplated
by this Agreement; or
2.On May 10, 1997 Zions Bancorp provided the Registrant
with written notice, as contemplated in section
10.2(d)(iii) of the Agreement, that it intends to
terminate the Agreement based upon index differential,
thus affording the Registrant the opportunity to exercise
the Company Election as contemplated in section
10.2(d)(iv) of the Agreement which, if exercised, would
change the amount of consideration to be received by
shareholders of the Registrant and avert termination of
the Agreement. As an incentive to the Registrant to
exercise the Company Election, Zions Bancorp offered to
amend the Agreement to increase the consideration to be
received by the holders of Registrant's Common Stock by
their respective pro rata shares of 15,000 shares of
Zions Bancorp's Common Stock. On May 12, 1997, the
Registrant agreed to the amendments to the Agreement.
The parties intend that such additional 15,000 shares
represent "pre-split" shares, i.e. shares as they existed
before effectiveness of the four-for-one stock split of
Zions Bancorp to be paid on May 14, 1997 to holders of
record of Zions Bancorp's Common Stock as of May 9, 1997.
On May 12, 1997 the Registrant exercised the Company
Election. As a result of the amendment of the Agreement
as set forth above, section 1.2(b) of the Agreement was
amended to read as follows:
(b) Form of Consideration. Subject to the
terms, conditions, and limitations set forth
herein, upon surrender of his or her certificate
or certificates in accordance with Section 1.1
hereof, each holder of shares of Company Common
Stock shall be entitled to receive, in exchange
for each share of Company Common Stock held of
record by such stockholder as of the Effective
Date, that number of shares of Zions Bancorp Stock
calculated, first, by dividing the Purchase Price
by the Average Closing Price, and, second, by
adding 15,000 shares of Zions Bancorp Stock
(adjusted to the extent necessary to take into
account, consistently with Section 11.9 hereof,
the four-for-one stock split to be paid on May 14,
1997 to holders of record of Zions Bancorp Stock
as of May 9, 1997) to the number of shares so
reached, and, third, by further dividing that sum
by the sum of the number of shares of Company
Common Stock that shall be issued and outstanding
at the Effective Date and the Option Equivalent
Number.
A conforming amendment was made to section 11.9 of
the Agreement, which was restated to read in its entirety as
follows:
11.9 Adjustments for Certain Events.
Anything in this agreement to the contrary
notwithstanding, all prices per share, numbers of
shares, and exchange ratios referred to in this
Agreement shall be appropriately adjusted to
account for stock dividends, split-ups, mergers,
recapitalizations, combinations, conversions,
exchanges of shares or the like, but not for
normal and recurring cash dividends declared or
paid in a manner consistent with the established
practice of the payer.
To conform the Agreement of Merger between Zions
Bancorp and the Registrant to the foregoing, section 3.1(b)
of Exhibit I to the Agreement was restated to read in its
entirety as follows:
(b) Form of Consideration. Subject to the
terms, conditions, and limitations set forth
herein, upon surrender of his or her certificate
or certificates, each holder of shares of Company
Common Stock shall be entitled to receive, in
exchange for each share of Company Common Stock
held of record by such stockholder as of the
Effective Date, that number of shares of Zions
Bancorp Stock calculated, first, by dividing the
Purchase Price by the Average Closing Price, and,
second, by adding 15,000 shares of Zions Bancorp
Stock (adjusted to the extent necessary to take
into account the four-for-one stock split to be
paid on May 14, 1997 to holders of record of Zions
Bancorp Stock as of May 9, 1997) to the number of
shares so reached, and, third, by further dividing
that sum by the sum of the number of shares of
Company Common Stock that shall be issued and
outstanding at the Effective Date and the Option
Equivalent Number.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 13, 1997 /s/Charles B. Israel
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Charles B. Israel
President and CEO
Date: March 13, 1997 /s/Amy G. Beidleman
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Vice President, Chief
Financial Officer and
Secretary