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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
January 6, 1998 (December 29, 1997)
FP BANCORP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-17650 33-0018976
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
613 WEST VALLEY PARKWAY, ESCONDIDO, CALIFORNIA 92025
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (760) 741-3312
NONE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
FP Bancorp, Inc. has entered into a definitive merger agreement ("Merger
Agreement") with Zions Bancorporation ("Zions"). Under the Merger Agreement, FP
Bancorp will merge with and into Zions, and First Pacific National Bank, the
banking subsidiary of FP Bancorp, will merge with and into Grossmont Bank, a
subsidiary of Zions. Holders of FP Bancorp common shares will receive common
shares of Zions in connection with the merger. The merger is subject to the
approval of banking regulators and stockholders of FP Bancorp. The transaction
is expected to close in the second quarter of 1998.
Additional information concerning the definitive agreement and the
effect of this transaction on the conversion rights of holders of FP Bancorp's
9% Convertible Subordinated Debentures due December 31, 1997 is set forth in
Attachment A (the joint Press Release of Zions and FP Bancorp relating to the
Merger Agreement) and Attachment B (a Press Release of FP Bancorp relating to
the rights of its Debenture holders) both of which are attached and incorporated
by reference.
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: January 6, 1998 FP BANCORP, INC.
By /s/ Michael J. Perdue
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Michael J. Perdue
Chief Operating Officer and
Principal Financial Officer
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ATTACHMENT A TO FORM 8-K DATED JANUARY 5, 1998
ZIONS BANCORPORATION
PRESS RELEASE
***FOR IMMEDIATE RELEASE***
FOR: ZIONS BANCORPORATION ZIONS BANCORPORATION
One South Main, Suite 1380 Contact: Dale Gibbons
Salt Lake City, Utah One South Main, Suite 1380
Harris H. Simmons Salt Lake City, Utah 84111
President/Chief Executive Officer Tel: (801) 524-4787
FOR: FP BANCORP, INC. FP BANCORP, INC.
613 W. Valley Parkway Contact: Harvey L. Williamson
Escondido, California 92025 613 W. Valley Parkway
Mark N. Baker Escondido, California 92025
Chairman of the Board Tel: (760) 739-6500
December 29, 1997
ZIONS BANCORPORATION AND FP BANCORP, INC.
ANNOUNCE MERGER AGREEMENT
SALT LAKE CITY, Utah and ESCONDIDO, Calif.; December 29, 1997 - Zions
Bancorporation ("Zions") (Nasdaq: ZION) and FP Bancorp, Inc. (Nasdaq: FPBN), the
holding company of First Pacific National Bank ("First Pacific") announced today
that a definitive agreement has been signed under which FP Bancorp will merge
with and into Zions, and First Pacific with and into Grossmont Bank, a
subsidiary of Zions, in exchange for common shares of Zions. At September 30,
First Pacific had $359 million in assets in eight offices in San Diego and
Riverside counties; Grossmont Bank had $780 million in assets in 16 offices in
San Diego County. The merger is subject to the approval of banking regulators
and the shareholders of FP Bancorp. Directors and officers of FP Bancorp, and
others, controlling 45% of the company's stock, have agreed to vote in favor of
the merger agreement. The transaction is expected to close in the second quarter
of 1998.
The merger is structured to be tax-free and is intended to be accounted for as a
pooling-of-interests. The agreement provides for the exchange of each common
share of FP Bancorp for 0.627 of a common share of Zions. Based upon Zions'
stock price of $43 1/2 per share, the transaction is valued at approximately $90
million, which is 3.0 times FP Bancorp's estimated 1997 year-end book value or
15.5 times its estimated 1998 earnings. The merger is expected to be immediately
accretive to Zions' earnings per share, exclusive of any cost savings. Zions
will
ATTACHMENT A, PAGE 1
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incur approximately $2 million in after-tax, merger-related charges in the
second quarter of 1998 in conjunction with this transaction.
"We are delighted to be able to complement our recently acquired Grossmont Bank
franchise with First Pacific's presence in northern San Diego County and
Riverside County," said Harris Simmons, president and chief executive officer of
Zions. "The combined institutions will provide a higher level of convenience and
a greater variety of banking services to the customers of both banks, while
maintaining a local management and decision-making structure and a local
identity."
Allan Severson, president and chief executive officer of Grossmont Bank, said
"This is a combination of two fine banks that have similar philosophies and
values oriented toward providing a high level of care and attention to
customers. Many of our officers are well known to each other and in some cases
have worked together in past years. We are excited about the expansion and
synergies this will create to further develop us as the premier bank in the
region. The transition to integrate the two organizations should be smooth and
result in better products and convenience for all our customers."
Mark Baker, chairman of FP Bancorp, said "The fact that both Grossmont Bank and
Zions share our commitment to local decision making and a community bank
philosophy played a very important role in our decision. We are also pleased
that three of our Directors will be joining the Grossmont Board. We are
confident that the combination will provide our customers the same high level of
customer service with the added convenience of a much larger local branch
network."
Under local management teams and community identities, Zions Bancorporation
operates full-service banking offices in Arizona, California, Colorado, Idaho,
Nevada, New Mexico and Utah. It also offers a comprehensive array of investment,
mortgage and insurance services, and is a leader in providing innovative
financing solutions for small businesses nationwide. Investor information about
Zions can be accessed on the Internet at www.zionsbank.com. The Company's common
shares are traded on The Nasdaq Stock Market under the symbol "ZION."
Forward-Looking Information
This news release contains statements regarding the performance of Zions and FP
Bancorp on a stand-alone and pro forma combined basis. These statements
constitute forward-looking information within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from the projections discussed in this release since such projections involve
significant risks and uncertainties. Factors that might cause such differences
include, but are not limited to, revenues following the merger are lower than
expected and/or expenses are higher than expected, costs or difficulties related
to the integration of the banks are greater than expected, competitive pressures
among financial institutions increase significantly, economic conditions, either
nationally or locally in areas in which the combined companies will conduct
their operations, are less favorable than expected, or legislation or regulatory
changes adversely affect the businesses in which the company would be engaged.
ATTACHMENT A, PAGE 2
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ATTACHMENT B TO FORM 8-K DATED JANUARY 5, 1998
PRESS RELEASE
Release date: DECEMBER 30, 1997
Contact: HARVEY L. WILLIAMSON
PRESIDENT/CHIEF EXECUTIVE OFFICER
FP BANCORP, INC.
(760) 739-6500
Subject: FP BANCORP, INC. EXTENDS CONVERSION DEADLINE FOR ITS 9%
SUBORDINATED CONVERTIBLE DEBENTURES
FOR IMMEDIATE RELEASE
ESCONDIDO, CA - FP Bancorp, Inc., parent company of First Pacific National Bank,
announced today that in light of the definitive merger agreement between the
Company and Zions Bancorporation, the Board of Directors of the Company had
extended the time by which holders of the Company's 9% Subordinated Convertible
Debentures due December 31, 1997, may exercise their conversion rights. The
Board also voted to allow those who have already exercised their conversion
rights to have time to withdraw notices of conversion which may already have
been sent, if they wish to do so.
"Without this Board action," Harvey L. Williamson, President of the Company,
said, "the conversion rights of our Debenture holders would have expired
December 31, 1997, without their having had time to consider their conversion
rights in light of the agreement between the Company and Zions."
Mr. Williamson stated, "457,500 shares of the Company's Common Stock have been
registered pursuant to a Registration Statement filed with the Securities and
Exchange Commission for issuance upon conversion of the Debentures. The
Registration Statement was declared effective December 5, 1997." "Under the
Board action," he continued, "the Debenture holders will have until ten calendar
days after the mailing date of an amended prospectus in order to elect to
convert their Debentures or withdraw a conversion notice previously given."
The Company plans to file a post-effective amendment to the Registration
Statement which will include an amended prospectus containing information on the
agreement with Zions and details of the new deadlines applicable to Debenture
conversion rights and withdrawal of any notice of conversion previously
delivered.
ATTACHMENT B, PAGE 1
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FP Bancorp's only operating subsidiary, First Pacific National Bank, operates
eight branches in the cities of Escondido, San Marcos, Temecula, Rancho
Bernardo, Valley Center and Moreno Valley. Investor information about FP Bancorp
can be accessed on the Internet at www.nasdaq.com or at www.businesswire.com.
The Company's common stock is traded on the Nasdaq National Market System under
the symbol FPBN.
Statements made in this press release that state the Company's or management's
intentions, beliefs, expectations or predictions of the future are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company's actual results could differ
materially from those projected in such forward-looking statements. Additional
information concerning factors that could cause actual results to differ
materially from those in the forward-looking statement is contained from time to
time in the Company's SEC filings, including but not limited to reports on Forms
10-KSB and 10-QSB. Copies of these filings may be obtained by contacting the
Company or the SEC, or may be accessed via the Internet at www.nasdaq.com or
www.sec.gov.
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For additional information contact: Harvey L. Williamson, President and Chief
Executive Officer
ATTACHMENT B, PAGE 2