<PAGE> 1
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):
February 4, 2000
GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
<TABLE>
<S> <C>
000-18911 81-0519541
----------------------- -------------------------------
(Commission File Number) IRS Employer Identification No.
</TABLE>
P.O. Box 27
49 Commons Loop
Kalispell, MT 59901
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 406-756-4200
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective February 4, 2000, Glacier Bancorp, Inc. ("Glacier")
completed its pending acquisition of Mountain West Bank. The acquisition
was accomplished pursuant to a Plan and Agreement of Merger, dated as of
September 9, 1999, (the "Agreement") as amended on January 12, 2000. The
Agreement was included as Appendix A to the Proxy Statement/Prospectus
dated December 17, 1999, previously filed by Glacier as part of its
Registration Statement on Form S-4 with the Securities and Exchange
Commission.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION, AND EXHIBITS
(a) Financial Statements - The requisite historical financial
information will be filed, as applicable, and as soon as
available, but no later than 60 days after this Report was
required to be filed.
(b) Pro forma Financial Information - The requisite pro forma
financial information will be filed, as applicable, and soon as
available, but no later than 60 days after this Report was
required to be filed.
(c) Exhibits.
(2) First Amendment of Agreement and Plan of Merger, dated as
of January 12, 2000.
(99) Press Release dated February 4, 2000 issued by Glacier to
announce the completion of the Acquisition of Mountain West
Bank.
<PAGE> 3
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: February 4, 2000
GLACIER BANCORP, INC.
By /s/ Michael J. Blodnick
-----------------------------
Michael J. Blodnick,
President and Chief
Executive Officer
<PAGE> 1
EXHIBIT 2
FIRST AMENDMENT OF AGREEMENT AND PLAN OF MERGER
BETWEEN
MOUNTAIN WEST BANK
AND
NEW MOUNTAIN WEST BANK
UPON ITS FORMATION BY
GLACIER BANCORP, INC.
This First Amendment of Agreement and Plan of Merger (the "Amendment") is
made and entered into as of January 12, 2000, by and between Mountain West Bank
("Mountain West") and Glacier Bancorp, Inc. ("Glacier") (collectively, the
"Parties").
RECITALS
A. The Parties entered into an Agreement and Plan of Merger dated as of
September 9, 1999 (the "Agreement"), pursuant to which Mountain West will be
merged with a newly formed subsidiary of Glacier (the "Proposed Transaction").
B. The Agreement addresses the payment to be made to shareholders of
Mountain West that dissent (the "Dissenting Shareholders") from the Proposed
Transaction. The Agreement specifically identifies $21 per share of Mountain
West stock as the amount of consideration to be paid to Dissenting Shareholders.
Prior to execution of the Agreement, Mountain West stock had been trading in the
$21 per share range. Since the time that the Agreement was executed, changes in
the market for bank stocks, as well as other factors, have lead the Parties to
conclude that $21 is not an appropriate value for Mountain West stock and that
no specific dollar value should be assigned in the Agreement to Mountain West
stock for the Dissenting Shares.
C. To clarify the Parties' intent, the Parties wish to amend the terms of
the Agreement as set forth in this Amendment. Unless otherwise defined in this
Amendment, capitalized terms used in this Amendment have the meanings assigned
to them in the Agreement.
TERMS OF AMENDMENT
In consideration of the foregoing, the Parties agree as follows:
Section 1.7 of the Agreement is amended by deleting the last sentence of
Section 1.7 in its entirety. Section 1.7 of the Agreement will now read as
follows:
For purposes of this Agreement, "Dissenting Shares" means those shares of
Mountain West Common Stock as to which stockholders have properly taken all
steps necessary to perfect their dissenters' rights under Section 26-909 of the
Idaho Statutes. Each outstanding Dissenting Share of Mountain West Common Stock
will be converted at Closing into the rights provided under this section of the
Idaho Statutes.
Dated as of January 12, 2000
MOUNTAIN WEST BANK GLACIER BANCORP, INC.
By /s/ Jon W. Hippler By /s/ Michael J. Blodnick
-------------------------------- ---------------------------------
Name: Jon W. Hippler Name: Michael J. Blodnick
Title: President and CEO Title: President and CEO
<PAGE> 1
EXHIBIT 99
NEWS RELEASE
February 4, 2000
FOR IMMEDIATE RELEASE Contact: Michael J. Blodnick
(406)756-4242
James H. Strosahl
(406)756-4263
GLACIER BANCORP, INC.
COMPLETES ACQUISITION OF MOUNTAIN WEST BANK
KALISPELL, Montana -- Effective February 4, 2000, Glacier Bancorp, Inc.
("Glacier") completed its acquisition of Mountain West Bank, Coeur d'Alene,
Idaho. The shareholders of Mountain West Bank, at a special shareholder meeting
held on February 4, 2000, overwhelmingly approved the transaction. All necessary
regulatory approvals have been obtained. Mountain West Bank shareholders and
option holders will be entitled to receive 1.18 shares of Glacier common stock
for each of their Mountain West shares or options. The total number of Glacier
shares outstanding will increase to approximately 10.4 million.
Glacier President and CEO, Michael J. Blodnick, and Mountain West Bank President
and CEO, Jon W. Hippler, jointly announced "the combination of Glacier and
Mountain West Bank will further enhance the Glacier banking franchise by
expanding into Idaho and allowing Mountain West Bank customers an expanded
banking network. A number of opportunities also exist for Glacier and Mountain
West Bank to take advantage of synergies and additional resources in the lending
area. Also we can now deliver additional financial services to a broader
customer base." This transaction, which was the first business combination of
the year for Glacier, enhances Glacier's regional banking presence.
Blodnick also stated "Mountain West Bank, as with our other banking
subsidiaries, will continue to operate under its existing name and locations
with its existing local board of directors and management, which will continue
to allow for the same individual customer service and decision making that
Mountain West Bank's customers have come to expect. The bank has also assembled
an excellent staff and is poised to continue its strong asset growth."
Combined assets of the two organizations will approach $1 billion with over $85
million in shareholders' equity and market capitalization of approximately $155
million.
Headquartered in Kalispell, Montana, Glacier Bancorp, Inc. conducts business
from Glacier Bank, First Security Bank of Missoula, Glacier Bank of Whitefish,
Glacier Bank of Eureka, Valley Bank of Helena, Big Sky Western Bank, all located
in Montana and now Mountain West Bank, headquartered in Coeur d'Alene with
offices in Post Falls, Hayden, Boise and Sun Valley, Idaho.
Glacier Bancorp, Inc. stock is listed on the Nasdaq National Market System and
is traded under the symbol of GBCI.
