Additional Proxy Soliciting Materials (definitive) (defa14a)
March 01 2018 - 5:28PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
8-K
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CURRENT REPORT
Pursuant to Section 13
OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 1, 2018
ZIONS BANCORPORATION
(Exact name of
registrant as specified in its charter)
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UTAH
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001-12307
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87-0227400
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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ONE SOUTH MAIN, 15
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FLOOR,
SALT LAKE CITY, UTAH
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84133
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
801-844-7637
N/A
(Former name or former address, if changed since last report.)
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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)
X 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))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
ITEM 7.01 Regulation FD Disclosure.
Attached is a copy of a presentation which will be used by Zions
Bancorporations executive management at the Zions Bancorporation 2018 Biennial Investor Conference for institutional investors and analysts today, March 1, 2018.
ITEM 8.01 OTHER EVENT.
The information contained in Item 7.01 above is incorporated by reference into this Item 8.01.
Forward Looking Information
The attached presentation includes forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Statements in the attached presentation that are based on other than historical information or that express Zions Bancorporations expectations regarding
future events or determinations are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect, among other things, our current expectations, all of which are subject to known and
unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, industry results or regulatory outcomes to differ materially from those expressed or implied by such forward-looking
statements.
Without limiting the foregoing, the words anticipates, believes, can, continue,
could, estimates, expects, intends, may, might, plans, projects, should, would, targets, will and the
negative thereof and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about future financial
and operating results, the potential timing or consummation of the proposed transaction described in the presentation and receipt of regulatory approvals or determinations, or the anticipated benefits thereof, including, without limitation, future
financial and operating results. Actual results and outcomes may differ materially from those presented, either expressed or implied, in the presentation. Important risk factors that may cause such material differences include, but are not limited
to, the actual amount and duration of declines in the price of oil and gas; Zions ability to meet efficiency and noninterest expense goals; the rate of change of interest sensitive assets and liabilities relative to changes in benchmark
interest rates; risks and uncertainties related to the ability to obtain shareholder and regulatory approvals or determinations, or the possibility that such approvals or determinations may be delayed; the imposition by regulators of conditions or
requirements that are not favorable to Zions; the ability of Zions Bancorporation to achieve anticipated benefits from the consolidation and regulatory determinations; and legislative, regulatory and economic developments that may diminish or
eliminate the anticipated benefits of the consolidation. These risks, as well as other factors, are discussed in Zions Bancorporations most recent Annual Report on Form
10-K
and Quarterly Report on Form
10-Q,
filed with the Securities and Exchange Commission (SEC) and available at the SECs Internet site (http://www.sec.gov), and other risks associated with the proposed transaction will be more fully discussed
in the proxy statement that will be filed with the Securities and Exchange Commission in connection with the proposed transaction.
Except as
required by law, Zions Bancorporation specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.
Important Additional Information and Where to Find It
Zions Bancorporation will file a proxy statement and other relevant documents concerning the proposed transaction with the Securities and Exchange
Commission (SEC). INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge
at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Zions free of charge by contacting: Investor Relations, Zions Bancorporation, One South Main Street, 15th Floor, Salt Lake City, Utah
84133, (801)
844-7637.
Participants in Proxy Solicitation
Zions Bancorporation, and its respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from
Zions shareholders in connection with the proposed transaction. Information about the directors and executive officers of Zions and their ownership of Zions stock is set forth in the proxy statement for Zions 2017 Annual Meeting of
Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement for the proposed transaction when it becomes available.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZIONS BANCORPORATION
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Date: March 1, 2018
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By:
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/s/ Thomas E. Laursen
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Thomas E. Laursen
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Executive Vice President, General Counsel
and
Secretary
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