<PAGE> 1
March 26, 1997
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Glacier Bancorp, Inc., the holding company for
Glacier Bank FSB, Glacier National Bank (formerly First National Bank of
Whitefish), First National Bank of Eureka, and First Security Bank of Missoula.
The Annual Meeting will be held at the Winchester Room of the Outlaw Inn, 1701
Highway 93 South, Kalispell, Montana, on Wednesday, April 23, 1997, at 9:00
a.m., Local Time. The matters to be considered by stockholders at the Annual
Meeting are described in detail in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. Let me urge you to mark, sign and date your proxy card today
and return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Glacier Bancorp, Inc. are
sincerely appreciated.
Sincerely,
John S. MacMillan
Chairman, President and Chief
Executive Officer
<PAGE> 2
GLACIER BANCORP, INC.
202 MAIN STREET
KALISPELL, MONTANA 59901
(406) 756-4200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Glacier
Bancorp, Inc. (the "Company") will be held at the Winchester Room of the Outlaw
Inn, 1701 Highway 93 South, Kalispell, Montana, on Wednesday, April 23, 1997, at
9:00 a.m., Mountain Daylight Time, for the following purposes:
1. ELECTION OF DIRECTORS. To elect three directors of the Company
for a three-year term and until their successors are elected and have
qualified;
2. RATIFICATION OF ACCOUNTANTS. To ratify the appointment of KPMG
Peat Marwick, LLP as the Company's independent auditors for the year ending
December 31, 1997; and
3. OTHER MATTERS. To transact such other business as may properly
come before the meeting or any adjournment thereof. Management is not aware
of any other such business.
The Board of Directors of the Company has fixed March 11, 1997 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting. Only those stockholders of record as of the close of
business on that date will be entitled to vote at the Annual Meeting or at any
adjournment of such meeting.
By Order of the Board of Directors
Michael J. Blodnick
Secretary
March 26, 1997
Kalispell, Montana
- -------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
- -------------------------------------------------------------------------------
<PAGE> 3
GLACIER BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
GENERAL
This Proxy Statement is being furnished to the stockholders of Glacier
Bancorp, Inc. (the "Company"), the holding company for Glacier Bank FSB (the
"Bank"), Glacier National Bank ("GNB") (formerly First National Bank of
Whitefish), First National Bank of Eureka ("FNBE") and First Security Bank of
Missoula ("FSB") (collectively, the "Subsidiary Banks"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders of the Company to be held at the Winchester Room
of the Outlaw Inn, 1701 Highway 93 South, Kalispell, Montana, on Wednesday,
April 23, 1997, at 9:00 a.m., Local Time, and any adjournment thereof, for the
purposes set forth in the Notice of Annual Meeting of Stockholders. This Proxy
Statement and related materials are first being mailed to stockholders on or
about March 26, 1997.
VOTING RIGHTS
Only the holders of record of the outstanding shares of the Company's
common stock, par value $.01 per share ("Common Stock") at the close of business
on March 11, 1997 (the "Voting Record Date") will be entitled to notice of and
to vote at the Annual Meeting. At such date, there were 4,532,237 shares of
Common Stock issued and outstanding.
Holders of record of the Common Stock will be entitled to one vote per
share on any matter that may properly come before the Annual Meeting. The
presence, either in person or by proxy, of the holders of a majority of the
shares of Common Stock outstanding on the Voting Record Date is necessary to
constitute a quorum at the Annual Meeting.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. The affirmative vote of a majority of the total votes present, in
person or by proxy, at the Annual Meeting is required for the election of
directors and to ratify the appointment of the Company's independent auditors.
Abstentions will be counted for purposes of determining the presence of a quorum
at the Annual Meeting.
PROXIES
Shares of Common Stock represented by properly executed proxies, if such
proxies are received in time and not revoked, will be voted in accordance with
the instructions indicated on the proxies. If no instructions are indicated,
such proxies will be voted (i) FOR the election of all of the nominees for
director described herein; (ii) FOR the ratification of the appointment of KPMG
Peat Marwick, LLP as the Company's independent auditors for the year ending
December 31, 1997; and (iii) in the discretion of the proxy holder as to any
other matter which may properly come before the
2
<PAGE> 4
Annual Meeting. Any holder of Common Stock who returns a signed proxy but fails
to provide instructions as to the manner in which such shares are to be voted
will be deemed to have voted in favor of the Company's nominees for election as
director.
A stockholder of the Company who has given a proxy may revoke it at any
time prior to its exercise at the Annual Meeting by (i) giving written notice of
revocation to the Corporate Secretary of the Company, (ii) properly submitting
to the Company a duly-executed proxy bearing a later date, or (iii) attending
the Annual Meeting and voting in person. All written notices of revocation and
other communications with respect to revocation of proxies should be addressed
as follows: Glacier Bancorp, Inc., 202 Main Street, Kalispell, Montana 59901,
Attention: Corporate Secretary.
ELECTION OF DIRECTORS
GENERAL
The Certificate of Incorporation of the Company provides that the Board of
Directors shall be divided into three classes as nearly equal in number as
possible, and that the members of each class shall be elected for terms of three
years and until their successors are elected and qualified, with one of the
three classes of directors to be elected each year. The Bylaws provide that
there shall be a minimum of seven (7) and a maximum of twelve (12) directors,
the exact number to be determined by resolution of the Board. The Bylaws further
allow that by resolution, the Board may be increased or decreased within the
minimum and maximum limits. The number of directors set by the Board is nine.
At a meeting of the Board of Directors held on December 23, 1996, the
Board authorized increasing the number of directors from seven to nine, to
provide for the appointment of William L. Bouchee and Allen J. Fetscher in
connection with the recent merger with Missoula Bancshares, Inc. which was
effective December 31, 1996. Mr. Bouchee's term expires at the 1997 Annual
Meeting and Mr. Fetscher's term will expire at the 1998 Annual Meeting.
At the Annual Meeting, stockholders of the Company will be asked to elect
three directors of the Company for a three-year term expiring in 2000 and until
their successors are elected and qualified. The three nominees for election as
directors who were selected by the Nominating Committee of the Board of
Directors are William L. Bouchee, L. Peter Larson and Everit A. Sliter, each of
whom currently serve as directors of the Company. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such person was selected as a nominee for election as a director at the Annual
Meeting, and no director or nominee for director is related to any other
director or executive officer of the Company by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors of
the Company. At this time, the Board of Directors knows of no reason why any of
the nominees may not be able to serve as a director if elected.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR ELECTION OF
THE NOMINEES FOR DIRECTOR.
3
<PAGE> 5
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to the
nominees for director for a three-year term expiring in 2000 and the continuing
directors of the Company and all directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF
AGE AS OF DIRECTOR TERM COMMON STOCK AS OF
NAME JANUARY 1, 1997 POSITION SINCE EXPIRES JANUARY 1, 1997 (1)
---- --------------- -------- ---------- ------- --------------------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR DIRECTOR
William L. Bouchee 55 Director 1996 1998 105,730 (2.33%)
L. Peter Larson 58 Director 1985 1997 159,776 (3.53%)
Everit A. Sliter 58 Director 1973 1997 110,950 (2.45%) (2)
CONTINUING DIRECTORS
Allen J. Fetscher 52 Director 1996 1997 103,362 (2.28%) (3)
John S. MacMillan 60 Chairman, 1977 1998 120,529 (2.66%) (4)
President and
Chief Executive
Officer
F. Charles Mercord 65 Director 1975 1998 98,155 (2.17%) (5)
Michael J. Blodnick 44 Director, 1993 1999 57,531 (1.27%) (6)
Executive Vice
President and
Secretary
Darrel R. Martin 72 Director 1979 1999 70,898 (1.57%) (7)
Harold A. Tutvedt 67 Director 1983 1999 78,392 (1.73%) (8)
------------------------------------
Directors and executive officers 1,033,448 (22.82%) (9)
as a group (thirteen (13) persons)
-----------------------
</TABLE>
(1) Pursuant to rules promulgated by the SEC under the Exchange Act, an
individual is considered to beneficially own shares of Common Stock if he
or she has or shares: (1) voting power, which includes the power to vote,
or direct the voting of the shares; or (2) investment power, which
includes the power to dispose, or direct the disposition of the shares.
Unless otherwise indicated, the individual has sole voting and sole
investment power with respect to such holdings.
(2) Includes 44,600 shares held jointly with Mr. Sliter's wife; 13,989 shares
owned by Mr. Sliter's wife; 12,492 shares owned by Mr. Sliter's children;
22,169 shares held in an IRA account for the benefit of Mr.
4
<PAGE> 6
Sliter; 1,963 shares held in the Company's SEPP; and 8,855 shares which
could be acquired within 60 days by the exercise of stock options.
(3) Includes 29,102 shares owned by Mr. Fetscher's wife; 19,386 considered
beneficially held as Trustee for shares held in a trust for the benefit of
Mr. Fetscher's minor children; and 25,772 held by a family corporation, of
which Mr. Fetscher is a principal.
(4) Includes 12,630 shares owned jointly with Mr. MacMillan's wife; 25,096
owned by Mr. MacMillan's wife; 30,364 shares held for Mr. MacMillan's
account in the Company's Pension and Profit Sharing Plans; 1471 held in an
IRA account for the benefit of Mr. MacMillan; and 6,655 shares which may
be acquired within 60 days by the exercise of stock options.
(5) Includes 63,762 shares held in an IRA for the benefit of Mr. Mercord;
18,938 shares owned by Mr. Mercord's wife; and 8,855 shares which could be
acquired by the exercise of stock options.
(6) Includes 39,374 shares held jointly with Mr. Blodnick's wife; 5,637 shares
owned by Mr. Blodnick's wife; 803 shares which Mr. Blodnick is custodian
for his children; 5,062 shares held for Mr. Blodnick's account in the
Company's Pension and Profit Sharing Plans; and 6,655 shares which could
be acquired within 60 days by the exercise of stock options.
(7) Includes 26,980 shares owned by Mr. Martin's wife; 1,978 in an IRA account
for the benefit of Mr. Martin; and 8,855 shares which could be acquired
within 60 days by the exercise of stock options.
(8) Includes 38,704 shares owned jointly with Mr. Tutvedt's wife, 1,779 shares
owned by Mr. Tutvedt's wife; 22,416 held jointly with brother; 1,892
shares held in an IRA account for the benefit of Mr. Tutvedt; 4,746 shares
held jointly by Mr. Tutvedt's wife and daughter; and 8,855 shares which
could be acquired within 60 days by the exercise of stock options.
(9) Includes 59,839 shares which could be acquired within 60 days from the
Voting Record Date by all officers and directors as a group (ten persons)
by the exercise of stock options granted pursuant to the Company's stock
option plans.
STOCKHOLDER NOMINATIONS
Section 4.15 of the Company's Bylaws governs nominations for election to
the Board of Directors and requires all nominations by stockholders to be made
in compliance with the notice provisions in that section. Written notice of a
stockholder nomination for an election to be held at an annual meeting must be
given either by personal delivery or by United States mail, postage prepaid to
the Secretary of the Company not later than sixty days prior to the anniversary
date of the mailing of proxy materials by the Company in connection with the
immediately preceding annual meeting. Each such notice shall set forth: (a) the
name and address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the stockholder
is a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements
or understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC; and
(e) the consent of each nominee to serve as a director of the Company if so
elected. The presiding officer of the meeting may refuse to acknowledge the
5
<PAGE> 7
nomination of any person not made in compliance with the foregoing procedures.
The Company did not receive any stockholder nominations for director in
connection with the upcoming Annual Meeting.
BACKGROUND OF DIRECTORS
MICHAEL J. BLODNICK is the Executive Vice President and Secretary of
the Company, the President, Chief Executive Officer and Secretary of the
Bank, director of GNB and FSB. Mr. Blodnick has been employed by the Bank
since 1978.
WILLIAM L. BOUCHEE has served as the President and Chief Executive
Officer of FSB since 1991. Mr. Bouchee is also a director of FSB and was
appointed to the Board of Directors of the Company and the Bank in December
1996 pursuant to the merger of Missoula Bancshares, Inc. with the Company.
ALLEN J. FETSCHER was appointed to the Board of Directors of the
Company and the Bank in December 1996 pursuant to the merger of Missoula
Bancshares, Inc. with the Company. Mr. Fetscher also serves as the Chairman
of FSB. Mr. Fetscher has been the President of Fetscher's Inc. He is also
the Vice President of American Public Land Exchange Co., Inc. and the owner
of Associated Agency, a company involved in real estate.
L. PETER LARSON has been the President of American Timber Company since
1978 and also serves as a director of the Bank and FNBE.
JOHN S. MACMILLAN has been Chairman, President and Chief Executive Officer
of the Company since January 1, 1993 and is also Chairman of the Bank, GNB and
FNBE and a director of FSB. Prior to that he served as President and Chief
Operating Officer of the Bank from 1989 to January 1997, and as Executive Vice
President of the Bank from 1979 to 1989. Mr. MacMillan joined the Bank in 1967.
DARREL R. MARTIN is a retired independent businessman. Mr. Martin is
also a director of the Bank and also serves on the Board of Directors of
Winter Sports, Inc.
F. CHARLES MERCORD served as Chairman and Chief Executive Officer of the
Bank from 1989 until December 1992 and of the Company from 1990 until December
1992 and served as President and Managing Officer of the Bank from 1977 to 1989.
Mr. Mercord, who joined the Bank in 1961, is also a director of the Bank.
EVERIT A. SLITER has been a partner of Jordahl & Sliter, a certified
public accounting firm since 1965 and is also a director of the Bank.
HAROLD A. TUTVEDT is the owner of Harold Tutvedt Farm and is also a
director of the Bank.
6
<PAGE> 8
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company met 17 times during the year ended
December 31, 1996. Each of the present directors attended at least 75% of the
meetings of the Board of Directors held in 1996. The Bank has established
standing committees of the Board of Directors that include an Audit Committee
and a Compensation Committee.
Each member of the Board of Directors of the Company also currently serves
as a member of the Board of Directors of the Bank, which meets monthly and may
have special meetings.
The Audit Committee consists of five non-employee members of the Board
of Directors of the Company; during 1996: L. Peter Larson, Darrel R. Martin,
F. Charles Mercord, Everit A. Sliter and Harold A. Tutvedt. The Audit
Committee meets annually with the Company's independent auditor to review the
audit and reports, and evaluate internal controls and at such other times as
are necessary or appropriate. The Audit Committee met 12 times during 1996.
The Compensation Committee also consists of five non-employee members of
the Board of Directors of the Company. The responsibilities of the Compensation
Committee include reviewing management compensation, investigating new and
different forms of compensation and making recommendations on compensation to
the Board of Directors. The Compensation Committee met three times during 1996.
The Board of Directors of the Company acts as The Nominating Committee for
selecting nominees for election as directors. The Nominating Committee met once
during 1996.
COMPENSATION OF DIRECTORS
Board Fees. Each director earns $1,300 per month for services as a member
of the Board of Directors of the Company and the Bank. However, directors who
are employed by the Company receive no additional compensation for their
services as members of the Board. Outside directors are paid an additional $200
for each special meeting called and attended.
Directors' Stock Option Plan. In 1994, the Board of Directors and
Shareholders of the Company adopted the 1994 Directors' Stock Option Plan
("Plan") for outside directors. Under the Plan, 50,000 shares of Common Stock
were reserved for issuance upon the exercise of nonqualified stock options
granted to non-employee directors of the Company and each Subsidiary Bank. Under
the Plan, each such director was granted an option to purchase 5,000 shares of
Common Stock at a per share price equal to the fair market value of a share of
such stock on the date of grant, which was $19.75 per share (in each case as
adjusted for subsequent stock dividends). Each option granted under the Plan
expires upon the earlier of five years following the date of grant or three
years following the date the optionee ceases to be a director, except in the
event of death, in which case the period is one year from the date of death. In
1996, options to purchase a total of 15,000 shares of the Company's common stock
were granted to directors and 9,355 shares were issued pursuant to the exercise
of options.
7
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth information with respect to the executive
officers who are not directors or nominees for director of the Company. All
executive officers are elected annually by the Board of Directors and serve at
the discretion of the Board of Directors.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of
Common Stock as of
Name and Age Position January 1, 1997
- ------------ -------- ---------------
<S> <C> <C>
Joan L. Holling, 56 Senior Vice President and Assistant Secretary of 38,721(1)
the Company and the Bank; employed since 1974
James H. Strosahl, 54 Senior Vice President and Chief Financial Officer 10,335(2)
of the Company and the Bank; employed
since 1993
Stephen J. Van Helden, 47 Treasurer of the Company and Executive Vice 52,723(3)
President of the Bank; employed since 1974
Martin E. Gilman, 51 Senior Vice President of the Company and the 26,346(4)
Bank; employed since 1973
</TABLE>
- ---------------------
(1) Includes 21,991 shares held jointly with Ms. Holling's husband, with whom
voting and dispositive power is shared; 7,432 shares held jointly in a
margin account with Ms. Holling's daughters; 4,052 shares held in the
Company's Pension & Profit Sharing Plans; and 3,461 shares which could be
acquired within 60 days by the exercise of stock options.
(2) Includes 3,328 shares held jointly with Mr. Strosahl's wife with whom
voting and dispositive power is shared; 3,680 shares held in an IRA
account; and 3,327 shares which could be acquired within 60 days by the
exercise of stock options
(3) Includes 24,235 shares held jointly with Mr. Van Helden's wife with whom
voting and dispositive power is shared; 23,829 shares held in the
Company's Pension and Profit Sharing Plans; and 1,659 shares which could
be acquired within 60 days by the exercise of stock options.
(4) Includes 131 shares held jointly with Mr. Gilman's wife with whom voting
and dispositive power is shared; 22,510 shares held in the Company's
Pension and Profit Sharing Plans; 2,374 shares held by a family
corporation, of which Mr. Gilman is a principal; and 1,331 shares which
could be acquired within 60 days by the exercise of stock options.
8
<PAGE> 10
BENEFICIAL OWNERS
The table set forth below includes information concerning the only persons
or entities, including any "group" as that term is used in Section 13(d) (3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), who or
which was known to the Company to be the beneficial owner of more than 5% of the
issued and outstanding Common Stock on the Voting Record Date.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial
Beneficial Owner Ownership (1) Percent of Class
- ---------------- ------------- ----------------
<S> <C> <C>
T. Rowe Price Associates, Inc. 325,600 (2) 7.2%
100 E. Pratt Street
Baltimore, Maryland 21202
</TABLE>
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Exchange Act, a person or entity is considered to
beneficially own shares of Common Stock if the person or entity has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power
to dispose or direct the disposition of the shares.
(2) Based on an amended Schedule 13G filed under the Exchange Act. These
securities are owned by various individual and institutional investors
including the T. Rowe Price OTC Fund, Inc., (which owns 193,600 shares,
representing 4.3% of the outstanding shares), which T. Rowe Price
Associates, Inc. ("Price Associates") serves as investment adviser with
power to direct investments and/or sole power to vote the securities. For
purposes of the reporting requirements of the Exchange Act, Price
Associates is deemed to be a beneficial owner of such securities; however,
Price Associates expressly disclaims that it is, in fact, the beneficial
owner of such securities.
CERTAIN TRANSACTIONS
Jordahl & Sliter, a certified public accounting firm in which Everit A.
Sliter is a partner, performs tax services for the Company in the ordinary
course of business. The Company believes that these services have been provided
on terms which are no less favorable than which could have been obtained in
dealings with non-affiliates and that any future transactions will be conducted
on such basis.
9
<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid by the Company for the year ended 1996 for
services rendered in all capacities during the last three fiscal years to the
Chief Executive Officer and the most highly compensated executive officers of
the Company whose total compensation during the last fiscal year exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------------------ ---------------------
Other Annual Payouts All Other
Name and Salary Bonus Compensation Awards LTIP Compensation
Principal Position Year (1) (2) (3) Options(4) Payouts (5)(6)
- ---------------------------- --------- ---------- ---------- -------------- ----------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
John S. MacMillan 1996 $179,615 $110,000 0 6,523 0 $23,588
President and Chief 1995 170,000 100,000 0 0 0 39,770
Operating Officer 1994 149,050 80,000 0 0 0 21,224
Michael J. Blodnick 1996 $148,846 $ 75,000 0 6,523 0 $20,857
Executive Vice President 1995 119,135 60,000 0 0 0 23,338
and Secretary 1994 89,375 50,000 0 0 0 18,451
James H. Strosahl 1996 $ 69,934 $ 32,500 0 4,440 0 $13,905
Senior Vice President 1995 63,655 25,000 0 0 0 11,440
Chief Financial Officer 1994 60,000 15,000 0 0 18,460
Stephen J. Van Helden 1996 $ 77,346 $ 40,000 0 4,400 0 $17,362
Senior Vice President 1995 70,722 35,000 0 0 0 13,674
Treasurer 1994 68,040 30,000 0 0 0 13,247
Joan L. Holling 1996 $ 60,161 $ 35,000 0 4,400 0 $12,256
Senior Vice President/ 1995 56,770 33,000 0 0 0 11,813
Assistant Secretary 1994 54,000 30,000 0 0 0 10,710
</TABLE>
- ---------------
(1) Includes $3,461 deferred by Ms. Holling pursuant to the Company's
Deferred Compensation Plan.
(2) Includes $22,000, $15,000, $ 8,125 and $ 8,750 deferred by Messrs.
MacMillan, Blodnick and Strosahl and Ms. Holling, respectively, pursuant
to the Company's Deferred Compensation Plan.
(3) Does not include amounts attributable to miscellaneous benefits received
by executive officers, including the use of Company-owned automobiles and
the payment of certain club dues. In the opinion of management of the
Company the costs to the Company of providing such benefits to any
individual executive officer during the year ended December 31, 1996 did
not exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(4) Includes awards granted pursuant to the Company's 1989 Incentive Stock
Option Plan.
(5) Includes amounts allocated or paid by the Company during the year ended
December 31, 1996 on behalf of Messrs. MacMillan, Blodnick, Strosahl, Van
Helden and Ms. Holling pursuant to the Company's noncontributory defined
contribution "Money Purchase" Pension Plan, Profit Sharing and 401(k) Plan
in the amounts of $20,500, $20,500, $13,589, $17,129 and $11,887,
respectively.
(6) Includes life insurance premiums paid by the Company during the year ended
December 31, 1996 on behalf of Messrs. MacMillan, Blodnick, Strosahl, Van
Helden and Ms. Holling in the amounts of $3,088, $357, $316, $233 and
$369, respectively.
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<PAGE> 12
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning individual
grants of stock options pursuant to the Company's stock option plans awarded to
the named executive officers during the year ended December 31, 1996.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(3)
- ------------------------------------------------------------------------------------ --------------------------------
Number of
Securities % of Total
Underlying Options
Options Granted Exercise Expiration
Name Granted (1) to Employees Price(2) Date 5% 10%
- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
John S. 6,523 6.7 $18.13 1/24/2001 $32,680 $72,210
MacMillan
Michael J. 6,523 6.7 $18.13 1/24/2001 $32,680 $72,210
Blodnick
James H. 4,400 4.5 $18.13 1/24/2001 $22,044 $48,708
Strosahl
Stephen J. Van 4,400 4.5 $18.13 1/24/2001 $22,044 $48,708
Helden
Joan L. Holling 4,400 4.5 $18.13 1/24/2001 $22,044 $48,708
</TABLE>
- ---------------
(1) The options were granted on January 24, 1996 and vest over two years from
the date of grant.
(2) The exercise price was based on the market price of the Common Stock on
the date of grant.
(3) The potential realizable value portion of the foregoing table
illustrates values that might be realized upon exercise of the options
immediately prior to the expiration of their term based upon the assumed
compounded rates of appreciation in the value of Common Stock as specified in
the table over the term of the options. These amounts do not take into
account provisions of the options providing for termination of the option
following termination of employment or nontransferability.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
The following table sets forth certain information concerning exercises of
stock options pursuant to the Company's stock option plans by the named
executive officers during the year ended December 31, 1996 and stock options
held at year end.
11
<PAGE> 13
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised Options at
Shares Options at Year End Year End(1)
Acquired on Value -------------- -------------- --------------- ----------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- --------------- -------------- -------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
John S. MacMillan 0 0 6,655 6,523 $57,632 $39,921
Michael J. Blodnick 0 0 6,655 6,523 $57,632 $39,921
James H. Strosahl 3,328 $26,324 3,327 4,440 $27,149 $26,928
Stephen J. Van Helden 3,000 $24,300 1,659 4,400 $14,367 $26,928
Joan L. Holling 1,165 $ 8,011 3,461 4,400 $29,972 $26,928
</TABLE>
(1) The average of the high and low sales prices of a share of Common Stock as
reported on the NASDAQ National Market System on December 31, 1996 was
$24.25.
DEFERRED COMPENSATION PLAN
In December, 1995, the Board of Directors adopted a Deferred Compensation
Plan ("DCP") for directors and certain officers and key employees, as designated
by resolution of the Board of Directors. The DCP generally provides for the
deferral of certain taxable income earned by participants in the DCP.
Non-employee directors may elect to have any portion of his or her director's
fees deferred. Designated officers or key employees may elect to defer annually
under the DCP up to 25% of his or her salary to be earned in the calendar year,
and up to 100% of any cash bonuses.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
In December, 1995, the Board of Directors adopted a nonqualified and
funded Supplemental Executive Retirement Plan ("SERP") for senior executive
officers. The SERP is intended to supplement payments due to participants upon
retirement under the Company's other qualified plans. The SERP generally
provides that the Company will credit qualified participants' account on an
annual basis, an amount equal to employer contributions that would have
otherwise been allocated to the executive's accounts under the tax-qualified
plans were it not for limitations imposed by the Internal Revenue Service, or
participation in the deferred compensation plan. Messrs. MacMillan, Blodnick,
Strosahl, Van Helden and Ms. Holling are the only participants in the SERP.
Messrs. MacMillan, Blodnick, Strosahl and Ms. Holling received an allocation
under the plan in the amounts of $23,424, $12,943, $1,868 and $1,243
respectively, for the fiscal year 1996.
12
<PAGE> 14
COMPENSATION COMMITTEE
The Compensation Committee consists of five non-employee members of the
Board of Directors. During 1996, the members of the Compensation Committee were
L. Peter Larson, Darrel R. Martin, F. Charles Mercord, Everit A. Sliter and
Harold A. Tutvedt. No member of the Compensation Committee is a current officer
or employee of the Company or any of its subsidiaries, however, Mr. Mercord was
formerly the Chief Executive Officer of the Company and the Bank. The report of
the Compensation Committee with respect to compensation for the Chief Executive
Officer and all other executive officers is set forth below.
REPORT OF THE COMPENSATION COMMITTEE
The Committee reviews compensation levels of management as well as
evaluating the performance of management. The Committee also administers the
Company's stock incentive plans.
Based on the Compensation Committee's review of the holding company's
earnings, and the coming year's forecast, the Committee proposes salary
increases and a bonus pool for executive officers. The executive officers'
performances are evaluated and a salary comparison is made with peer holding
companies.
The Company's earnings from operations in 1996 increased 7.5% and its
total assets increased 10.7% compared to 1995. The Company's return on assets
was 1.43% in 1996 versus 1.74% in 1995, which compares to return on assets for
the national peer group comprised of 256 bank holding companies of between $300
and $500 million in total assets, that had a return on assets of 1.14% through
September of 1996, the last information available, and 1.11% in 1995. The
Company's return on beginning equity was 15.86% in 1996 versus 20.01% in 1995.
The Company's return to its stockholders is compared to: the returns of our peer
group; the performance of the banks included in the Montgomery Securities'
Western Bank Monitor Index; and a broad measure of market performance, the 500
stocks represented in the Standards & Poors 500 stock index ("the S&P 500"). The
following performance graph shows the Company's performance versus the Western
Bank Monitor Index and the S&P 500.
Based on the Company's increased earnings for 1995, the Committee
increased Mr. MacMillan's salary 6% for 1996 and paid a $100,000 bonus for 1995.
Based on the Company's earnings for 1996, and the other performance comparisons
discussed above, the Committee increased Chief Executive Officer MacMillan's
salary 6% for 1997 and paid a $110,000 bonus for 1996. In 1995, the Committee
increased Chief Operating Officer Blodnick's salary 33% for 1995 and paid a
$50,000 bonus for 1994. In 1995, the Committee increased Mr. Blodnick's salary
25% for 1996 and paid a $60,000 bonus for 1995. In 1996, the Committee increased
Mr. Blodnick's salary 10% for 1997 and paid a $75,000 bonus for 1996. In 1995,
the Committee increased Chief Financial Officer Strosahl's salary 10% for 1996
and paid a $25,000 bonus for 1995. In 1996, the Committee increased Mr.
Strosahl's salary 10% for 1997 and paid a $32,500 bonus for 1996. In 1995, the
Committee increased Senior Vice President and Treasurer Van Helden's salary 9%
for 1996 and paid a $35,000 bonus for 1995. In 1996, the Committee increased Mr.
Van Helden's salary 10% for 1997 and paid a $40,000 bonus for 1996. In 1996, the
Committee increased Senior Vice President and Assistant
13
<PAGE> 15
Secretary Holling's salary 6% for 1996 and paid a $33,000 bonus for 1995. In
1996, the Committee increased Ms. Holling's salary 10% for 1997 and paid a
$35,000 bonus for 1996.
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return of the
Common Stock over a five-year measurement period with (i) the yearly cumulative
total return on the stocks included in the Standard & Poor's ("S&P") 500
Composite Index and (ii) the yearly cumulative total return on the stocks a
included in the Montgomery Securities' Western Bank Monitor Industry Proxy
Index. All of these cumulative returns are computed assuming the reinvestment of
5 dividends at the frequency with which dividends were paid during the
applicable years.
GLACIER BANCORP STOCK PRICE PERFORMANCE
Assuming the reinvestment of all dividends, a hypothetical investment of
$100 made as of December 31, 1991, in the Common Stock of the Company, and pro
rata in the 500 stocks comprising the S&P 500 and in the Bank stocks included in
the Western Bank Monitor would have been worth $363.63, $202.89 and $241.40,
respectively, as of December 31, 1996
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------
INDEX 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- ----- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
GLACIER BANCORP, INC. 100.00 176.40 212.34 190.62 265.37 363.63
S&P 500 100.00 107.62 118.47 120.03 165.13 202.89
WESTERN BANK MONITOR PROXY 100.00 109.63 131.92 136.29 194.63 241.40
</TABLE>
14
<PAGE> 16
EMPLOYMENT AGREEMENTS
On October 28, 1994, the Company and the Bank, following approval of the
Board of Directors, entered into an employment agreement ("Agreement") with Mr.
MacMillan. The Agreement, which replaces Mr. MacMillan's prior employment
agreement with the Company, terminates annually on March 15th (the anniversary
date) and is renewable on an annual basis on the anniversary date, and each
anniversary date thereafter, upon recommendation of the Board of Directors,
unless certain advance notice is given, or upon a change in control (as
defined), in which case the Agreement is automatically extended for an
additional 3 years. Under the Agreement, Mr. MacMillan is entitled to receive
(currently $190,000) a minimum annual base salary, which may be adjusted, as
appropriate, by the Compensation Committee. The Agreement provides that,
subsequent to a change in control, if Mr. MacMillan is discharged otherwise than
for cause (as defined) or resigns for good reason, e.g., a significant
diminution of responsibility or adverse change in working conditions, then he is
entitled to his full compensation for three years.
The Company and the Bank entered into agreements with each of Messrs.
Blodnick, Strosahl and Van Helden and Ms. Holling. These agreements are for an
initial one year term, which is extended each year for an additional year upon
the review and approval of the Boards of Directors of the Company and the Bank,
and provides for severance benefits payable to Messrs. Blodnick, Strosahl and
Van Helden and Ms. Holling if either parties are improperly terminated or
voluntarily terminates his or her employment for good reason following a change
in control of the Company. Messrs. Blodnick, Strosahl and Van Helden and Ms.
Holling are entitled to receive annual salaries, (currently $165,000, $85,000,
$77,000 and $66,000, respectively), which may be adjusted, as appropriate, by
the Compensation Committee. In the event of termination after a change in
control, as defined in the agreement, Mr. Blodnick would be entitled to receive
three times his annual compensation, payable over 36 months, and each of Messrs.
Strosahl and Van Helden and Ms. Holling would be entitled to receive two times
his or her annual compensation payable over 24 months.
EMPLOYEE LOAN PROGRAMS
As a result of the enactment of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 ("FIRREA"), Section 22(h) of the Federal
Reserve Act became applicable to savings associations such as the Bank. This law
generally provides that any credit extended by a savings association to its
executive officers, directors, and principal stockholder(s), or any related
interest of these persons, must be (i) on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions by a savings association with such non-affiliated
parties and (ii) not involve more than the normal risk of repayment or present
other unfavorable features.
Prior to FIRREA, the Bank followed the policy of offering loans to its
directors, officers and employees for the financing of their principal
residences. These loans were made in the ordinary course of business on
substantially the same terms and collateral, except for interest rates and
costs, as those of comparable transactions prevailing at the time. As long as
the employment relationship was maintained, the loans were offered at
preferential rates below the prevailing market rate, and were
15
<PAGE> 17
based on the Bank's cost of funds from interest bearing liabilities. Management
believes that these loans do not involve more than the normal risk of
collectibility or present other unfavorable features. Loans for other purposes
were granted under substantially the same conditions. Upon termination of the
employment relationship with the Bank unless the employee has served as an
employee for at least 25 years, the above-described rate is discontinued and the
rate on the loan reverts to the prevailing rate evidenced in the note signed by
the employee at the time of the loan. Management believes that the loans were in
compliance with applicable regulations in effect at the time the loans were
made.
Set forth below is certain information as of December 31, 1996 relating to
loans which, in the aggregate, exceed $60,000 and which were made on
preferential terms, as explained above, to executive officers and directors of
the Company. All loans are secured by real estate, except as noted. The table
does not include loans which have been made on the same terms, including
interest rates and collateral, as those made to non-affiliated parties and which
in the opinion of management do not involve more than the normal risk of
repayment or present other unfavorable features.
<TABLE>
<CAPTION>
Largest Aggregate
Nature of Amount during Interest Note Rate at
Transaction January 1, 1996 to Balance at Rate to December 31,
Name and Indebtedness December 31, 1996 December 31, 1996 Employee 1996
---- ---------------- ----------------- ----------------- -------- ----
<S> <C> <C> <C> <C> <C>
John S. MacMillan, First Mortgage on $ 76,251 $ 14,884 5.61% 7.78%
President , CEO and Director primary residence
Darrel R. Martin, First Mortgage on 60,368 58,174 5.61%(1) 8.16%
Director primary residence
Everit A. Sliter, First Mortgage on 96,322 91,510 5.61%(1) 8.64%
Director primary residence
James H. Strosahl, First Mortgage on 175,000 175,000 5.61%(1) 8.07%
Senior Vice President and CFO primary residence
Stephen J. Van Helden, First Mortgage on 152,601 150,579 5.61%(1) 8.02%
Treasurer primary residence
</TABLE>
- ----------------
(1) This reflects borrowing to finance home improvements or to purchase homes
and is 1% above the Bank's cost of money.
1989 INCENTIVE STOCK OPTION PLAN
In 1989, the Board adopted and the shareholders approved the 1989
Incentive Stock Option Plan (the "1989 Plan") which authorized the grant and
issuance of 316,151 shares of Common Stock (as adjusted for subsequent stock
splits and dividends) to key employees of the Company. The 1989 Plan provides
for the grant of both Non-Statutory and Incentive Stock Options which are
exercisable for 5 years from the date of grant. At December 31, 1996, options to
purchase an aggregate of 252,132 shares (as adjusted) have been granted, 186,469
shares have been issued pursuant to the exercise of options, and 64,019 shares
remain available for future grants.
16
<PAGE> 18
1995 EMPLOYEE STOCK OPTION PLAN
GENERAL
At the 1995 Annual Meeting, the shareholders adopted the Employee Stock
Option Plan (the "1995 Plan"). The 1995 Plan authorizes the Board or a committee
of the Board to grant from time to time incentive and/or nonqualified stock
options to key employees of the Company. The 1995 Plan supplemented the 1989
Plan previously adopted.
The 1995 Plan is administered by the Board of Directors (or a Committee
appointed by the Board). It allows additional stock options to be granted in any
combination up to an aggregate of 279,768 shares of Common Stock, subject to
appropriate adjustments for any stock splits, stock dividends, or other changes
in the capitalization of the Company. The 1995 Plan provides for the issuance of
options which qualify as "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986, and nonqualified stock options.
All options granted under the 1995 Plan have a maximum term of ten years
from the date of grant. However, options have historically been granted with an
expiration of five years from the date of grant. The Board of Directors has the
authority to terminate the 1995 Plan at any time. The 1995 Plan may subsequently
be amended by the Board of Directors without shareholder approval, except that
no such amendment may (i) increase the number of shares of Common Stock that may
be issued pursuant to the 1995 Plan, or (ii) change the class of employees who
may be granted options, without shareholder approval. As of December 31, 1996,
options to purchase an aggregate of 88,539 shares (as adopted) have been
granted, no shares have been issued pursuant to the exercise of stock options
and 219,206 shares remain available for further grant.
COMPLIANCE WITH SECTION 16(A) FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended,
("Section 16(a)") requires that all executive officers and directors of the
Company and all persons who beneficially own more than 10 percent of the
Company's Common Stock file reports with the Securities and Exchange Commission
with respect to beneficial ownership of the Company's securities. The Company
has adopted procedures to assist its directors and executive officers in
complying with the Section 16(a) filings.
Based solely upon the Company's review of the copies of the filings which
it received with respect to the fiscal year ended December 31, 1996, or written
representations from certain reporting persons, the Company believes that all
reporting persons made all filings required by Section 16(a) on a timely basis.
17
<PAGE> 19
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
At the Annual Meeting, stockholders of the Company will be asked to ratify
the appointment of KPMG Peat Marwick, LLP as the Company's independent auditors
for the year ending December 31, 1997. This appointment was recommended by the
Audit Committee of the Company and approved by the Board of Directors of the
Company and the Bank. If the stockholders of the Company do not ratify the
appointment of KPMG Peat Marwick, LLP, the appointment will be reconsidered by
the Board of Directors of the Company.
KPMG Peat Marwick, LLP has audited the Company since its formation and the
Bank for many years. Audit services performed by KPMG Peat Marwick, LLP include
examinations of the financial statements of the Company, limited reviews of
interim financial information, services related to filings with regulatory
authorities and consultations on matters related to accounting and financial
reporting.
A representative of KPMG Peat Marwick, LLP will be present at the Annual
Meeting and available to respond to appropriate questions and will be given an
opportunity to make a statement if the representative chooses to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE BY STOCKHOLDERS FOR
RATIFICATION OF KPMG PEAT MARWICK, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE YEAR ENDING DECEMBER 31, 1997. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF THE ISSUED AND OUTSTANDING COMMON STOCK PRESENT IN PERSON OR BY
PROXY AT THE ANNUAL MEETING IS REQUIRED TO APPROVE THIS PROPOSAL.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of soliciting proxies on behalf of the Board of Directors for the
Annual Meeting will be borne by the Company. In addition to solicitation by
mail, directors, officers and employees of the Company may solicit proxies from
the stockholders of the Company personally or by telephone or telegram.
Brokerage houses, nominees, fiduciaries and other custodians will be requested
by the Company to forward soliciting materials to beneficial owners and to
obtain proxies from such beneficial owners and the Company will reimburse such
holders for their reasonable out-of-pocket expenses in doing so.
18
<PAGE> 20
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the 1998 Annual Meeting of
Stockholders of the Company must be received at the main office of the Company
no later than November 30, 1997. If such proposal is in compliance with all of
the requirements of Rule 14a-8 of the Exchange Act, it will be included in the
Proxy Statement and set forth on the form of proxy issued for the next Annual
Meeting Of Stockholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.
ANNUAL REPORTS
Stockholders of the Company as of the record date for the Annual Meeting
are being forwarded a copy of the Company's Annual Report to Stockholders for
the year ended December 31, 1996 ("Annual Report"). The Annual Report is not a
part of the proxy solicitation materials for the Annual Meeting.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH
THE SEC UNDER THE EXCHANGE ACT FOR THE YEAR ENDED DECEMBER 31, 1996. UPON
WRITTEN REQUEST AND A PAYMENT OF A COPYING CHARGE OF 10 CENTS PER PAGE, THE
COMPANY WILL FURNISH TO ANY SUCH STOCKHOLDER A COPY OF THE EXHIBITS TO THE
ANNUAL REPORT ON FORM 10-K. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO GLACIER
BANCORP, INC., 202 MAIN STREET, KALISPELL, MONTANA 59903, ATTENTION: CORPORATE
SECRETARY. THE ANNUAL REPORT ON FORM 10-K IS NOT A PART OF THE PROXY
SOLICITATION MATERIALS FOR THE ANNUAL MEETING.
19
<PAGE> 21
GLACIER BANCORP, INC.
PROXY
PLEASE SIGN AND RETURN IMMEDIATELY
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints John S. MacMillan and Michael J.
Blodnick and each of them (with full power to act alone) as Proxies, with full
power of substitution, and hereby authorizes them to represent and to vote, as
designated below, all the shares of common stock of Glacier Bancorp, Inc. held
of record by the undersigned on March 11, 1996, at the annual meeting of
shareholders to be held on April 23, 1996 or any adjournment of such Meeting.
1. ELECTION OF DIRECTORS
A. I vote FOR all nominees listed below (except as marked to the
contrary below) [ ]
B. I WITHHOLD AUTHORITY to vote for any individual nominee whose name
I have struck a line through in the list below [ ]
Allen J. Fetscher o L. Peter Larson o Everit A. Sliter
2. RATIFICATION OF INDEPENDENT AUDITORS. Ratification of the appointment of
KPMG Peat Marwick as the Company's auditors for the year ending December
31, 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. WHATEVER OTHER BUSINESS may properly be brought before the meeting or any
adjournment thereof.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" AND WILL BE VOTED "FOR" THE
PROPOSITIONS LISTED UNLESS AUTHORITY IS WITHHELD OR A VOTE AGAINST OR AN
ABSTENTION IS SPECIFIED, IN WHICH CASE THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATION SO MADE.
Management knows of no other matters that may properly be, or which are
likely to be, brought before the Meeting. However, if any other matters are
properly presented at the Meeting, this Proxy will be voted in accordance with
the recommendations of management.
The Board of Directors recommends a vote "FOR" the listed propositions.
_______________________________, 1997
_____________________________________
_____________________________________
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN.
ALL JOINT OWNERS MUST SIGN.
