<PAGE> 1
As filed with the Securities and Exchange Commission on June 4, 1998
Registration No. 333-50965
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
GB, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6749 APPLICATION PENDING
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification no.)
</TABLE>
P.O. BOX 27, 202 MAIN STREET, KALISPELL, MONTANA 59903-0027 (406) 756-4200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
----------
JOHN S. MACMILLAN
Chairman of the Board, President and Chief Executive Officer
P.O. Box 27, 202 Main Street
Kalispell, Montana 59903-0027
(406) 756-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------
Copies of communications to:
STEPHEN M. KLEIN, ESQ.
MARK C. LEWINGTON, ESQ.
Graham & Dunn PC
1420 Fifth Avenue, 33rd Floor
Seattle, Washington 98101
-----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
The date of mailing of the enclosed Prospectus/Proxy Statement
to stockholders of Glacier Bancorp, Inc.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there
is compliance with General Instruction G, check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount Being Offering Price Aggregate Registration
Being Registered Registered(1) Per Share(2) Offering Price(2) Fee(2)
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 Par Value 6,933,000 $27.75 $192,390,750 $56,755.26
=======================================================================================================
</TABLE>
(1) Represents the number of shares of GB, Inc.'s common stock, par value $.01
per share ("GB Common Stock"), issuable in exchange for the 6,933,000
shares of Glacier Bancorp, Inc. common stock, par value $.01 per share
("Glacier Common Stock") that are either outstanding or subject to options
that are presently exercisable or could be exercised within the next two
months, under the terms of the Plan and Agreement of Merger described in
this Registration Statement.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended
("1933 Act"), on the basis of the average of the high and low sales prices
for shares of Glacier Common Stock of Glacier quoted on the Nasdaq
National Market on April 21, 1998.
(3) Previously paid.
---------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE 1933
ACT, OR UNTIL THIS REGISTRATION STATEMENT BECOMES EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant has duly
caused this Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kalispell,
State of Montana on June 3, 1998.
GB, INC.
By: /s/ John S. MacMillan
-----------------------------------------
John S. MacMillan, Chairman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Amendment No. 2 to
the Registration Statement has been signed by the following persons in the
capacities indicated, on the 3rd day of June, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John S. MacMillan Chairman of the Board, President and Chief
- ---------------------------------- Executive Officer and Director
John S. MacMillan (Principal Executive Officer)
/s/ James H. Strosahl Senior Vice President and Chief Financial Officer
- ---------------------------------- (Principal Financial and Accounting Officer)
James H. Strosahl
/s/ Michael J. Blodnick Executive Vice President, Chief Operating Officer,
- ---------------------------------- Board Secretary and Director
Michael J. Blodnick
* Director
- ----------------------------------
William L. Bouchee
* Director
- ----------------------------------
Allen J. Fetscher
* Director
- ----------------------------------
L. Peter Larson
* Director
- ----------------------------------
Darrell R. (Bill) Martin
* Director
- ----------------------------------
F. Charles Mercord
</TABLE>
II-3
<PAGE> 3
<TABLE>
<S> <C>
* Director
- ----------------------------------
Everit A. Sliter
* Director
- ----------------------------------
Harold A. Tutvedt
*By /s/ Michael J. Blodnick
-------------------------------
Attorney-In-Fact
DATED: June 3, 1998
</TABLE>
II-4
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
*2.1 Plan and Agreement of Merger between Glacier Bancorp, Inc. and GB,
Inc. dated as of March 25, 1998 (included in this Registration
Statement as Appendix A to the Prospectus/Proxy Statement).
*3.1 Certificate of Incorporation of GB, Inc.
*3.2 Bylaws of GB, Inc.
5.1 Form of Opinion of Duane, Morris & Heckscher LLP, as to the legality
of securities.
8.1 Form of Opinion of Duane, Morris & Heckscher LLP, as to federal
income tax consequences.
23.1 Consent of Duane, Morris & Heckscher LLP (contained in its opinion
filed as Exhibit 5.1).
23.2 Consent of Duane, Morris & Heckscher LLP as to its tax opinion.
23.3 Consent of KPMG Peat Marwick LLP.
*24.1 Power of Attorney (included in the signature page of this
Registration Statement) and certified resolutions of the Glacier
Board.
*99.1 Form of proxy.
---------------
*Previously filed
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
June 4, 1998
Board of Directors
GB, Inc.
202 Main Street
Kalispell, Montana 59903-0027
Board of Directors
Glacier Bancorp, Inc.
202 Main Street
Kalispell, Montana 59903-0027
Ladies and Gentlemen:
We have acted as special Delaware counsel to GB, Inc., a Delaware
corporation (the "Company"), and Glacier Bancorp, Inc., a Delaware corporation
("Glacier"), in connection with the proposed merger of Glacier with and into the
Company (the "Merger") and the issuance in connection with such Merger of shares
of Common Stock, par value $.01 per share, of the Company (the "Merger Shares"),
covered by a registration statement (No. 333- ) filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Registration Statement"). In this connection, you have requested our
opinion as to certain matters under the General Corporation Law of the State of
Delaware (the "General Corporation Law").
For the purpose of rendering our opinion as stated herein, we have
examined and have relied as to certain matters of fact on the following
documents:
(i) the Certificate of Incorporation of the Company filed with
the Secretary of State of the State of Delaware (the "Secretary") on March 24,
1998;
(ii) a form of Certificate of Merger of the Company to be filed
with the Secretary once the Merger has been approved by the affirmative vote of
the holders of at least two-thirds of the outstanding shares of Common Stock of
Glacier entitled to vote thereon (the "Certificate of Merger");
(iii) the Certificate of Incorporation of Glacier filed with the
Secretary on
<PAGE> 2
Boards of Directors
June 4, 1998
October 3, 1990;
(iv) a Certificate of Merger of Glacier filed with the Secretary
on December 30, 1996;
(v) the By-Laws of the Company as amended through the date hereof
(the "By-laws");
(vi) the By-Laws of Glacier as amended through the date hereof;
(vii) resolutions adopted by the Board of Directors of the
Company (the "Board") relating to the organization of the Company, the proposed
issuance of the Merger Shares and certain other related matters (the
"Resolutions");
(viii) resolutions adopted by the Board of Directors of Glacier
relating to the Merger;
(ix) a Plan and Agreement of Merger dated as of March____,1998,
among Glacier and the Company (the "Merger Agreement");
(x) a certificate of an officer of the Company dated [_________],
1998, relating to the foregoing documents and other matters; and
(xi) certificates of the Secretary as to the good standing of the
Company and Glacier.
With respect to the foregoing documents, we have assumed the
authenticity of all documents submitted to us as copies or forms, the
genuineness of all signatures and the legal capacity of natural persons, and
that the foregoing documents, in the forms submitted to us for our review, have
not been altered or amended in any respect material to our opinion as stated
herein. We have not reviewed any documents other than the documents listed above
for purposes of this opinion, and we assume that there exists no provision of
any such other document that bears upon or is inconsistent with our opinions as
expressed herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we assume to be true, complete and accurate in all material
respects.
In addition to the foregoing, for the purpose of rendering our opinion
as stated herein, we have also assumed that, prior to filing the Certificate of
Merger with the Secretary, the Merger will be approved by the affirmative vote
of the holders of two-thirds of the outstanding Merger Shares of Common Stock of
Glacier entitled to vote thereon.
Based upon and subject to the foregoing, and subject to the
exceptions, assumptions, qualifications and limitations stated herein, it is our
opinion that:
<PAGE> 3
Boards of Directors
June 4, 1998
Page 3
(i) the Merger Shares are duly authorized for issuance and, when
issued in accordance with the Resolutions and the Merger Agreement and the
Certificate of Merger has been filed with the Secretary, will be validly issued,
fully paid and nonassessable;
(ii) when the Certificate of Merger has been filed with the
Secretary, the Merger will be effective.
The foregoing opinions are limited to the General Corporation Law. We
have not considered and express no opinion on the effect of (i) any other laws
or the laws of any other state or jurisdiction, including federal laws
regulating securities and other federal laws or regulations or the rules and
regulations of stock exchanges or of any other regulatory body, or (ii) any
equitable considerations, as to which we have no information.
We understand that you will file this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and we hereby
consent to the filing of this opinion with the Securities and Exchange
Commission. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. This opinion is rendered solely
for your benefit and the benefit of the holders of Glacier Common Stock in
connection with the matters addressed herein and is not to be used, quoted,
circulated or otherwise referred to without our express written permission.
Very truly yours,
/s/ DUANE, MORRIS & HECKSCHER LLP
---------------------------------
<PAGE> 1
EXHIBIT 8.1
[DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]
June 4, 1998
Board of Directors
Glacier Bancorp, Inc.
202 Main Street
Kalispell, Montana 59903-0027
Re: Proposed Merger of Glacier Bancorp, Inc. with and into GB,
Inc.
Ladies and Gentlemen:
We have acted as special counsel to Glacier Bancorp, Inc., a Delaware
corporation ("Glacier") in connection with the Plan and Agreement of Merger
dated as of , 1998 (the "Agreement"), among Glacier and GB, Inc., a Delaware
corporation ("GB"), whereby Glacier will be merged with and into GB, with GB
being the surviving corporation (the "Merger"). Glacier currently owns all the
issued and outstanding capital stock of GB. GB was formed on March 24, 1998 for
the sole purpose of effecting the Merger pursuant to the Agreement. Under its
certificate of incorporation, GB is authorized to issue up to 15,000,000 shares
of GB Common Stock.
At the request of Glacier, this opinion addresses certain federal
income tax consequences of the Merger.
Except as otherwise defined herein, all terms defined in the Agreement
shall have the same meaning when used in this opinion.
Our conclusions are based upon our understanding of the facts as
provided to us by Glacier and as summarized below and on representations made to
us by Glacier.
At a regular meeting of the Board of Directors of Glacier (the
"Board"), held on April 23, 1997, the Board declared a three-for-two stock split
on the issued shares of Glacier Common Stock, effective May 23, 1997 (the "Stock
Split") to stockholders of record on May 9, 1997.
<PAGE> 2
Board of Directors
Glacier Bancorp, Inc.
June 4, 1998
Page 2
Fractional shares were to be paid by Glacier in cash. At the time of the
declaration of the Stock Split, Glacier had approximately 4,500,000 issued and
outstanding shares of Glacier Common Stock; under its certificate of
incorporation, it was authorized to issue up to 6,000,000 shares of Common Stock
and up to 1,000,000 shares of Preferred Stock.
Glacier delivered to each stockholder of record on May 9, 1997, an
additional stock certificate, representing the additional shares of Common Stock
that they were entitled to receive pursuant to the declaration of the Stock
Split (collectively, the "Stock Split Shares"), and paid cash to each
stockholder who otherwise would have been entitled to receive a fractional
share. As a result of this issuance, the number of outstanding shares of Glacier
Common Stock increased from approximately 4,500,000 to approximately 6,800,000.
After the Stock Split and in the normal course of business, Glacier
issued approximately 64,000 additional shares of Glacier Common Stock to certain
stock option holders under Glacier's employee and director stock option plans
who had exercised options (the "Option Shares"). As a result of the issuance of
the Option Shares, Glacier had approximately 6,864,000 shares of Glacier Common
Stock outstanding as of February 28, 1998.
In February of 1998, Glacier identified for the first time that the
total number of issued and outstanding shares of Glacier Common Stock may have
exceeded the number of shares that the Board was authorized to issue under the
certificate of incorporation of Glacier and that certain technical deficiencies
had occurred when the Stock Split was effected. Specifically, the Stock Split
required the approval of both the Board and its stockholders and the filing of
an amendment to Glacier's certificate of incorporation. Although the Board
formally approved the Stock Split, it inadvertently failed to obtain the
requisite stockholder approval of the Stock Split and failed to file the
required amendment to Glacier's certificate of incorporation.
To address the legal questions raised by these technical deficiencies,
the Board has decided, upon advice of Duane, Morris & Heckscher LLP, special
Delaware counsel to Glacier, to effect the Merger, in the following manner:
1. Glacier will merge with and into GB, with GB being the surviving
corporation.
2. Pursuant to the Merger, each share of Glacier Common Stock,
including each of the Stock Split Shares and Option Shares, will
be converted into one share of GB Common Stock and the shares of
GB Common Stock held by Glacier will be canceled. The rights of
the GB Common Stock will be identical, in all respects, to the
rights of the Glacier Common Stock exchanged therefor.
3. Pursuant to the Merger, GB will change its name to "Glacier
Bancorp, Inc."
*******
<PAGE> 3
Board of Directors
Glacier Bancorp, Inc.
June 4, 1998
Page 3
In rendering our opinion, we have examined and relied upon but have
not independently verified the accuracy and completeness of the facts,
information, covenants and representations contained in the Agreement and such
other documents as we have deemed necessary or appropriate as a basis for our
opinion. In addition, we have relied upon a representation letter furnished to
us by Glacier. A copy of the representation letter is attached. Where such
statements and representations are made to the best knowledge and belief of the
person making such statement or representation, we have assumed the facts to be
as so stated and represented. We have also assumed that the Merger will be
consummated in accordance with the Agreement and the Registration Statement,
including the Proxy Statement/Prospectus to be filed on April , 1998 with the
Securities and Exchange Commission on Form S-4. Our opinion is conditioned on
the initial and continuing accuracy of such facts, information, covenants,
representations, statements and assumptions. In addition, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons, and the conformity to
authentic originals of all documents submitted to us as copies.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder, pertinent judicial authorities, and
interpretive rulings as we have considered relevant. Statutes, regulations,
judicial decisions and administrative interpretations are subject to change at
any time and, in some circumstances, with retroactive effect. A material change
in the authorities upon which our opinion is based could affect all or part of
our opinions set forth herein.
*******
Based solely upon the foregoing, we are of the opinion that under
current law for federal income tax purposes:
(i) No gain or loss will be recognized by Glacier as a result of
the Merger;
(ii) No gain or loss should be recognized by holders of Glacier
Common Stock on the receipt of GB Common Stock in exchange
for their Glacier Common Stock pursuant to the Merger;
(iii) The tax basis of the GB Common Stock received by a holder of
Glacier Common Stock pursuant to the Merger should be the
same as the tax basis of such holder's Glacier Common Stock
exchanged therefor; and
(iv) The holding period of the GB Common Stock received by a
holder of Glacier Common Stock pursuant to the Merger should
include the holding period of such holder's Glacier Common
Stock exchanged therefor.
<PAGE> 4
Board of Directors
Glacier Bancorp. Inc.
June 4, 1998
Page 4
Except as set forth above, we express no opinion as to the federal,
state, local or foreign tax consequences of the Merger, or of any transactions
related thereto. This opinion may not be applicable to the holders of Glacier
Common Stock that are not citizens or residents of the United States. This
opinion is solely for your benefit and the holders of Glacier Common Stock in
connection with the matters addressed herein and is not to be used, quoted,
circulated or otherwise referred to without our express written permission.
Very truly yours,
/s/ DUANE, MORRIS & HECKSCHER LLP
---------------------------------
<PAGE> 1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Glacier Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-4 of our report dated January 31, 1998 relating to the consolidated statements
of financial condition of Glacier Bancorp, Inc. and subsidiaries as of December
31, 1997 and 1996 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, which report appears in the December 31, 1997
annual report on Form 10-K of Glacier Bancorp, Inc.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
Billings, Montana
June 3, 1998
