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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):
March 6, 1998
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 5 - OTHER EVENTS
On March 6, 1998, the Board of Directors of Glacier Bancorp, Inc.,
Kalispell, Montana ("Company") approved, subject to shareholder approval, an
increase to the number of shares of common stock available for issuance by the
Company from six million to fifteen million. In addition, the Board directed
management to take corrective action to properly implement the 3-for-2 stock
split of the Company's common stock that was effected in May, 1997.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(99) Press Release issued by the Company dated March 6, 1998
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: March 6, 1998
GLACIER BANCORP, INC.
By /s/ Michael J. Blodnick
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Michael J. Blodnick
Executive Vice President
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Exhibit 99
Glacier Bancorp, Inc. Announces Intention to Seek Shareholder Approval to
Increase Authorized Number of Shares
KALISPELL, Mont., March 6, 1998 -- Glacier Bancorp, Inc. announced today its
intention to seek shareholder approval for a proposal that would result in an
increase in the authorized number of shares of common stock available for
issuance by the Company from six million to fifteen million. The Company has
determined that such an increase will enable it to undertake acquisitions, such
as the previously announced acquisition of HUB Financial Corp. and its
subsidiary, Valley Bank of Helena, and would allow for issuances of common
stock, from time to time, in connection with exercises of existing options.
In addition, the Company announced that it recently discovered certain technical
deficiencies in a three-for-two stock split that the Company effected in May,
1997. The Company has been advised by Delaware counsel that a curative
transaction, pursuant to which the company would merge with a newly-created
wholly-owned subsidiary corporation, would resolve these technical deficiencies.
The Company has determined to proceed with the curative transaction and, as part
of that transaction, will increase the number of authorized shares of common
stock thereafter available for issuance. As a result, the Company will not be
required separately to seek shareholder approval of an amendment to the
Company's certificate of incorporation. The Company intends to present the
curative transaction to the shareholders for their approval at the 1998 Annual
Meeting.
In the curative transaction, each shareholder of the Company will receive an
identical number of shares of a new class of common stock of the surviving
corporation. The rights of the new class of common stock will be identical in
all respects to the rights of the Company's existing class of common stock. The
Company also intends to file a declaratory judgment action in the Delaware Court
of Chancery confirming the legal effect of the transaction. Delaware counsel has
advised the Company that all of the shares of common stock outstanding after the
transaction will be validly issued.
By completing the curative transaction, the Company will have resolved the
technical deficiencies associated with the 1997 stock split and the Company's
shareholders will remain in the same position as they would have been in if the
1997 stock split had been properly accomplished.
As previously reported, Glacier Bancorp enjoyed record earnings in 1997. Glacier
Bancorp continues to proceed with its plans to complete the acquisition of HUB
Financial Corp., and its subsidiary, Valley Bank of Helena, which is expected to
close as early as June 30, 1998.
