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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):
December 31, 1996
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
000-18911 81-0468393
(Commission File Number) IRS Employer Identification No.
P. O. Box 27
202 Main Street
Kalispell, MT 59903-0027
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (406) 756-4200
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective December 31, 1996, Glacier Bancorp, Inc., Kalispell, Montana
("Glacier") completed its pending acquisition of Missoula Bancshares, Inc.,
Missoula, Montana ("Bancshares") and its wholly owned banking subsidiary, First
Security Bank of Missoula. The Merger was accomplished pursuant to a Plan and
Agreement of Merger dated as of August 9, 1996 (the "Merger Agreement"). The
Merger Agreement was included as Appendix A to the Prospectus/Proxy Statement
dated October 22, 1996, previously filed by Glacier with the Securities and
Exchange Commission as part of its Registration Statement on Form S-4.
Under the terms of the Merger Agreement, consummation of the Merger was
subject to obtaining the approval of the Board of Governors of the Federal
Reserve System and the shareholders of Glacier and Missoula. Glacier and
Missoula applied for and received the necessary approval from the Federal
Reserve, and the shareholders of Glacier and Missoula approved the Merger
Agreement at their respective special meetings held on November 13, 1996.
Pursuant to the terms of the Merger Agreement, each outstanding share
of Missoula Common Stock was converted into shares of Glacier's Common Stock
pursuant to an exchange formula.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION, AND EXHIBITS
(a) Financial Statements - To the extent applicable, any required
Financial Statements will be filed within the prescribed time
period.
(b) Pro forma Financial Information - To the extent applicable,
any required Pro Forma Financial Information will be filed
within the prescribed time period.
(c) Exhibits:
(2) Plan and Agreement of Merger dated August 9, 1996 *
(10) Stock Option Agreement dated August 9, 1996 *
(99) Press Release issued by Glacier, dated December 31,
1996
* Previously filed as part of the S-4 Registration Statement (No.
333-13595)
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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: December 31, 1996
GLACIER BANCORP, INC.
By: /s/ Michael J. Blodnick
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Michael J. Blodnick
Executive Vice President/Chief Operating
Officer
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NEWS RELEASE
FOR IMMEDIATE RELEASE CONTACT: JOHN S. MACMILLAN
(406) 756-2417
GLACIER BANCORP, INC.
COMPLETES MERGER WITH MISSOULA BANCSHARES, INC.
Kalispell, Montana December 31, 1996 - Effective December 31, 1996, Glacier
Bancorp, Inc. (Glacier) completed its pending merger with Missoula Bancshares,
Inc., parent company of First Security Bank of Missoula, Montana. The
shareholders of Missoula Bancshares, Inc. and Glacier Bancorp, Inc., at special
shareholder meetings held November 13, 1996, overwhelmingly approved the merger
with Glacier. All necessary regulatory approvals have been obtained.
Missoula Bancshares, Inc. shareholders will be entitled to receive approximately
1,116,279 new shares of common stock valued at about $26.6 million. The total
number of Glacier shares outstanding will increase to about 4.5 million.
Glacier Chairman & CEO John MacMillan and Missoula Bancshares President & CEO
William L. Bouchee jointly announced that, "Expansion into the Missoula market
further strengthens Glacier's strong northwestern Montana franchise and is
intended to enhance long-term shareholder value and promote opportunities to
deliver expanded financial services to a broader customer base. Both companies
command a strong presence in the growing western Montana markets; focus on
providing excellent customer service; and will retain local management and
decision making."
According to MacMillan, "First Security Bank will continue to operate under its
own name, with a local board of directors, management, and employees, and local
decision making authority. First Security has consistently been one of the
strongest performing banks in the whole country in recent years, attesting to
the strong management of the bank".
William L. Bouchee and Allen J. Fetscher, Chairman of Missoula Bancshares, will
become members of Glacier board of directors.
Combined assets of the two organizations approach $530 million with
approximately $50 million in shareholder's equity, with market capitalization in
excess of $100 million.
Headquartered in Kalispell, Montana, Glacier conducts business from Glacier Bank
with ten banking offices in Northwest Montana, two offices in Billings, and an
office in Hamilton, Montana, First National Bank of Whitefish, First National
Bank of Eureka, both located in northwest Montana, and now First Security Bank
of Missoula in Western Montana.
Glacier Bancorp has terminated the 5% common stock repurchase authorized as of
August 9, 1996.
Glacier Bancorp, Inc. stock is listed on the NASDAQ National Market System and
is traded under the symbol of Glacier.
