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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): July 3, 2006
ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)
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Utah
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0-2610
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87-0227400 |
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(State or other
jurisdiction of
incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.) |
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One South Main, Suite 1134, Salt Lake City, Utah 84111 |
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(Address of principal executive offices) (Zip Code) |
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Registrants telephone number, including area code: (801) 524-4787
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation 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 240.13e-4(c))
Item 8.01. Other Events
We issued a press release on June 29, 2006 announcing the pricing on that date of our public
offering of 93,610 Employee Stock Option Appreciation Rights Securities, Series 2006 (the ESOARS,
and each unit thereof, an ESOARS Unit) pursuant to an auction conducted by Zions Direct, Inc., an
affiliate of ours. We offered the ESOARS directly to the public. The public offering was made
pursuant to an effective registration statement on Form S-3 and a preliminary prospectus
supplement, both of which were previously filed with the Securities and Exchange Commission. We
expect to receive net proceeds of approximately $340,075 from the offering, based on the public
offering price of $7.50 per ESOARS Unit and after deducting offering expenses. The offering is
expected to close on Wednesday, July 5, 2006.
We are furnishing the press release referred to above as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are being filed as part of this Current Report on Form 8-K:
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Exhibit 5.1
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Legal opinion of Mayer, Brown, Rowe & Maw LLP dated July 3, 2006, as to the
legality of the ESOARS |
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Exhibit 5.2
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Legal opinion of Callister Nebeker & McCullough dated July 3, 2006, as to matters
of Utah law |
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Exhibit 8.1
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Legal opinion of Mayer, Brown, Rowe & Maw LLP dated July 3, 2006, as to tax matters |
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Exhibit 23.1
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Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibits 5.1 and 8.1
herewith) |
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Exhibit 23.2
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Consent of Callister Nebeker & McCullough (contained in Exhibit 5.2 herewith) |
The following exhibit is being furnished as part of this Current Report on Form 8-K:
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Exhibit 99.1
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Press release of Zions Bancorporation dated June 29, 2006
announcing the pricing of the ESOARS Units |
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 thereunto duly authorized.
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ZIONS BANCORPORATION |
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Date: July 3, 2006 |
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/s/ Thomas E. Laursen |
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Name:
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Thomas E. Laursen |
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Title:
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Executive Vice President General Counsel |
INDEX TO EXHIBITS
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Exhibit No. |
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Description of Exhibit |
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5.1
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Legal opinion of Mayer, Brown, Rowe & Maw LLP dated July 3, 2006, as to the
legality of the ESOARS |
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5.2
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Legal opinion of Callister Nebeker & McCullough dated July 3, 2006, as to
matters of Utah law |
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8.1
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Legal opinion of Mayer, Brown, Rowe & Maw LLP dated July 3, 2006, as to tax
matters |
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23.1
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Consent of Mayer, Brown, Rowe & Maw LLP (contained in Exhibits 5.1 and 8.1
herewith) |
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23.2
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Consent of Callister Nebeker & McCullough (contained in Exhibit 5.2 herewith) |
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99.1
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Press release of Zions Bancorporation dated June 29, 2006 announcing the
pricing of the ESOARS Units |