PRELIMINARY PROXY STATEMENT
March 31, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting ("Annual Meeting")
of Stockholders of Glacier Bancorp, Inc., a Delaware corporation and bank
holding company. The Annual Meeting will be held on Wednesday, April 26, 2000,
at 9:00 a.m. local time, in The Stage Room at The Outlaw Inn, 1701 Highway 93
South, Kalispell, Montana.
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. We 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 Michael J. Blodnick
Chairman President and Chief
Executive Officer
<PAGE>
GLACIER BANCORP, INC.
49 Commons Loop
Kalispell, Montana 59901
(406) 756-4200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2000
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Glacier
Bancorp, Inc. (the "Company") will be held at The Stage Room of the Outlaw Inn,
1701 Highway 93 South, Kalispell, Montana, on Wednesday, April 26, 2000, at 9:00
a.m., local time, for the following purposes:
1. ELECTION OF DIRECTORS. To elect four directors of the Company for a
three-year term and until their successors are elected and have qualified.
2. AMENDMENT TO THE CERTIFICATE OF INCORPORATION. To approve an amendment
to the Company's Certificate of Incorporation to increase the number of
authorized shares of common stock from 15 million to 50 million, as more fully
outlined in the accompanying proxy statement.
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 7, 2000 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
James H. Strosahl
Secretary
March 31, 2000
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>
GLACIER BANCORP, INC.
49 Commons Loop
Kalispell, Montana 59901
(406) 756-4200
PRELIMINARY PROXY STATEMENT
General
Date, Time and Place of Meeting. This Proxy Statement and the accompanying
Proxy are being sent to shareholders on or about March 31, 2000, for use in
connection with the annual meeting of shareholders ("Annual Meeting") of Glacier
Bancorp, Inc. (the "Company") to be held on Wednesday, April 26, 2000. Only
those shareholders of record at the close of business on March 7, 2000 ("Voting
Record Date"), are entitled to vote. The number of shares of the Company's $0.01
par value common stock ("Common Stock"), outstanding on the Voting Record Date
and entitled to vote at the Annual Meeting is __________.
Solicitation of Proxies. The enclosed Proxy is solicited by and on behalf
of the Company's board of directors ("Board"), with the cost of solicitation
borne by the Company. Solicitation may be made by directors and officers of the
Company and its subsidiaries, Glacier Bank, Glacier Bank of Whitefish ("GBW"),
Glacier Bank of Eureka ("GBE"), First Security Bank of Missoula ("FSB"), Valley
Bank of Helena ("VB"), Big Sky Western Bank ("Big Sky"), and Mountain West Bank
("MWB") (collectively, the "Subsidiaries"). Solicitation may be made through the
mail, or by telephone, facsimile, or personal interview. The Company does not
expect to pay any compensation for the solicitation of proxies, except to
brokers, nominees, and similar recordholders for reasonable expenses in mailing
proxy materials to beneficial owners.
Quorum. The presence, in person or by proxy, of at least a majority of the
total number of outstanding shares of Common Stock entitled to vote is necessary
to constitute a quorum at the Annual Meeting. Abstentions will be counted as
shares present and entitled to vote at the Annual Meeting for purposes of
determining the presence of a quorum. Broker non-votes will not be considered
shares present and will not be included in determining whether a quorum is
present.
Voting Rights
Voting on Matters Presented. The four nominees for election as directors
at the Annual Meeting who receive the highest number of affirmative votes will
be elected. Shareholders are not permitted to cumulate their votes for the
election of directors. Votes may be cast for or withheld from each nominee.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election because directors will be elected by a plurality of votes cast.
With respect to the proposal to approve the amendment to the Certificate of
Incorporation, stockholders may vote for the proposal, against the proposal or
may abstain from voting. The affirmative vote of at least a majority of the
total votes present, in person or by proxy, at the Annual Meeting is required
for the approval to amend the Certificate of Incorporation. 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.
1
<PAGE>
Voting of 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; (ii) FOR the amendment to the Certificate of
Incorporation, and in the discretion of the proxy holder, as to any other matter
which may properly come before the Annual Meeting. 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., 49 Commons Loop, Kalispell, Montana 59901, Attention: Corporate
Secretary. The shares represented by properly executed, unrevoked proxies will
be voted in accordance with the specifications in the Proxy.
Voting of Proxies by Beneficial Holder. If your shares are held by a bank,
broker or other holder of record and you want to attend the meeting and vote in
person, you will need to bring an account statement or letter from the nominee
indicating that you were the beneficial owner of the shares on March 7, 2000,
the record date.
Recent Developments
Acquisition of Mountain West Bank
Effective February 4, 2000, Mountain West Bank, Coeur D'Alene, Idaho,
became a wholly owned subsidiary of the Company. Consistent with the terms of
the agreement governing the transaction, shareholders of MWB who became
shareholders of the Company are eligible to vote at the 2000 Annual Meeting of
Shareholders.
Proposal No. 1 - Election of Directors
General
The Certificate of Incorporation of the Company provides that the Board of
Directors will be divided into three classes as nearly equal in number as
possible, and that the members of each class will 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 ten
(10). Consistent with the terms of the agreement governing the merger with MWB,
Jon W. Hippler was appointed a director of the Company at the time of
consummation of the merger and is up for reelection at the 2000 Annual Meeting.
At the Annual Meeting, stockholders of the Company will be asked to elect
four directors of the Company for a three-year term expiring in 2003 and until
their successors are elected and qualified. The four nominees for election as
directors who were selected by the Nominating Committee of the Board of
Directors are William L. Bouchee, Jon W. Hippler, L. Peter Larson, and Everit A.
Sliter, each of whom currently serves as a director 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.
2
<PAGE>
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>
Information with Respect to Nominees for Director and Continuing Directors
The following tables set forth certain information with respect to the
nominees for director and for directors whose terms continue, including the
number of shares of common stock beneficially held. Beneficial ownership is a
technical term broadly defined by the SEC to mean more than ownership in the
usual sense. In general, beneficial ownership includes any shares a director or
executive officer can vote or transfer and stock options that are exercisable
currently or become exercisable within 60 days. Except as noted below, each
holder has sole voting and investment power for all shares shown as beneficially
owned by them.
<TABLE>
<CAPTION>
Amount and Nature of
Age as of Beneficial Ownership of
January 15, Director Term Common Stock as of
Name 2000 Position Since Expires January 15, 2000 (1)
- ---- ---- -------- ----------- ------- ------------------------------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR DIRECTOR
William L. Bouchee 58 Director, 1996 2003 175,538 (1.83%) (2)
Director/President/CEO of
FSB
Jon W. Hippler 55 Director, 2000 2003 700 (0.01%) (3)
Director/President/CEO of
MWB
L. Peter Larson 61 Director 1985 2003 291,993 (3.06%) (4)
Director of GBE
Everit A. Sliter 61 Director 1973 2003 166,368 (1.74%) (5)
Director of GB
CONTINUING DIRECTORS
Allen J. Fetscher 54 Director, Chairman of FSB 1996 2001 168,475 (1.76%) (6)
John S. MacMillan 63 Chairman 1977 2001 196,626 (2.06%) (7)
F. Charles Mercord 68 Director 1975 2001 156,040 (1.63%) (8)
Michael J. Blodnick 47 Director, President and CEO 1993 2002 124,435 (1.30%) (9)
Fred J. Flanders 63 Director, Chairman of VB 1998 2002 20,852 (0.22%) (10)
Harold A. Tutvedt 70 Director 1983 2002 123,933 (1.30%) (11)
</TABLE>
(1) Share amounts have been adjusted to reflect a 10% stock dividend paid May
27, 1999.
(2) Includes 17,938 shares which could be acquired by Mr. Bouchee within 60
days by the exercise of stock options.
4
<PAGE>
(3) Includes 700 shares in an IRA for the benefit of Mr. Hippler. Does not
include shares to which Mr. Hippler became a beneficial owner on February
4, 2000, as a result of the MWB transaction, including 8,637 shares held
jointly with Mr. Hippler's wife, 2,596 shares in an IRA for the benefit of
Mr. Hippler, and 23,429 shares which could be acquired within 60 days by
the exercise of options.
(4) Includes 289, 993 shares held in a living trust for the benefit of Mr.
Larson; and 2,000 shares which could be acquired within 60 days by the
exercise of stock options.
(5) Includes 44,019 shares held jointly with Mr. Sliter's wife; 40,511 shares
owned by Mr. Sliter's wife; 43,200 shares held in an IRA account for the
benefit of Mr. Sliter; 14,151 shares held in an IRA account for the
benefit of Mr. Sliter's wife; 5,488 shares held in a simplified employee
pension plan; 889 shares held in a savings retirement account; 925 shares
held in a family partnership; and 5,993 shares which could be acquired
within 60 days by the exercise of stock options.
(6) Includes 40,444 shares owned by Mr. Fetscher's wife; 35,182 considered
beneficially held as Trustee for shares held in a trust for the benefit of
Mr. Fetscher's minor children; 46,775 held by a family corporation, of
which Mr. Fetscher is a principal; and 8,050 shares which could be
acquired within 60 days by the exercise of stock options.
(7) Includes 34,801 shares owned jointly with Mr. MacMillan's wife; 37,020
owned by Mr. MacMillan's wife; 2,668 shares held in an IRA account for the
benefit of Mr. MacMillan; 4,665 shares held in an IRA account for the
benefit of Mr. MacMillan's wife, 471 shares held in a family partnership;
and 2,000 shares which could be acquired within 60 days by the exercise of
stock options.
(8) Includes 106,120 shares held in an IRA for the benefit of Mr. Mercord;
21,289 shares owned by Mr. Mercord's wife; 5,360 shares held in an IRA
account for the benefit of Mr. Mercord's wife; 121 shares held in a family
partnership; and 5,993 shares which could be acquired within 60 days by
the exercise of stock options.
(9) Includes 41,419 shares held jointly with Mr. Blodnick's wife; 32,670
shares owned by Mr. Blodnick's wife; 1,456 shares which Mr. Blodnick is
custodian for his children; 9,191 shares held for Mr. Blodnick's account
in the Company's Pension and Profit Sharing Plans; 9,452 shares held in an
IRA account for the benefit of Mr. Blodnick's wife; 467 held in a family
partnership; and 29,780 shares which could be acquired within 60 days by
the exercise of stock options.
(10) Includes 13,794 shares held in an IRA Account for the benefit of Mr.
Flanders; and 4,400 shares which could be acquired within 60 days by the
exercise of options.
(11) Includes 102,667 shares owned jointly with Mr. Tutvedt's wife, 8,613
shares owned jointly by Mr. Tutvedt's wife and daughter; 3,433 shares held
in an IRA account for the benefit of Mr. Tutvedt; 3,227 shares held in an
IRA account for the benefit of Mr. Tutvedt's wife; and 5,993 shares which
could be acquired within 60 days by the exercise of stock options.
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
5
<PAGE>
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 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 was appointed President and Chief Executive Officer of
the Company in July 1998. Prior to that time, he served as the Executive Vice
President and Secretary of the Company since 1994 and 1993, respectively. Mr.
Blodnick is also the Chief Executive Officer of Glacier Bank, and Executive Vice
President of GBE, and serves as a director of Glacier Bank, GBW, FSB,VB, Big Sky
and MWB. 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 has served on the
Board of Directors of the Company since 1996.
Allen J. Fetscher was appointed to the Board of Directors of the Company
in December 1996. Mr. Fetscher also serves as the Chairman of FSB. Mr. Fetscher
is 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.
Fred J. Flanders was appointed to the Board of Directors in August 1998 in
connection with the acquisition of HUB. Mr. Flanders is the Chairman of the
Board of VB, and served as the President of VB from 1992 to 1998. Mr. Flanders
also serves as a director of Big Sky.
Jon W. Hippler has been the president and CEO of MWB since its formation
in 1993. Mr. Hippler became a director of the Company as a result of the
Company's acquisition of MWB in February 2000.
L. Peter Larson has been the President and CEO of American Timber Company
since 1978 and also serves as a director of GBE. Mr. Larson is the President and
CEO of L. Peter Larson Co. and Glacier Gold Compost, as well as a Partner and
CEO of Larson and Sparling Co., and has served as a director of the Company
and/or Glacier Bank since 1985.
John S. MacMillan, who joined the Bank in 1967, has been the Chairman of
the Company since January 1, 1993. In July 1998, Mr. MacMillan retired as
President, a position that he held since 1989, and Chief Executive Officer, a
position that he held since 1993. Mr. MacMillan is also the Chairman of Glacier
Bank, GBW and GBE. On December 31, 1999, Mr. MacMillan retired as a director of
FSB and VB. Prior to 1993, he served as President and Chief Operating Officer of
Glacier Bank from 1989 to July 1998, as Executive Vice President of Glacier Bank
from 1979 to 1989, and has been a director of the Company and/or Glacier Bank
since 1977.
F. Charles Mercord served as President and Managing Officer of the Bank
from 1977 to 1989 and as Chairman and Chief Executive Officer of Glacier Bank
from 1989 until December 1992. Mr. Mercord, who joined Glacier Bank in 1961,
also served as Chairman and Chief Executive Officer of the Company from 1990
until December 1992, and has been a director of the Company and/or Glacier Bank
since 1975.
Everit A. Sliter has been a partner of Jordahl & Sliter, a certified
public accounting firm since 1965 and has served as a director of the Company
and/or Glacier Bank since 1973.
6
<PAGE>
Harold A. Tutvedt is the owner of Harold Tutvedt Farm and served as a
director of the Company and/or Glacier Bank since 1983.
Board Meetings and Committees
The Board of Directors of the Company met 19 times during the fiscal year.
In addition to meetings of the full Board, certain directors attended meetings
of Board committees. The Board of Directors has established, among others, an
Audit Committee and a Compensation Committee. Each director attended at least
75% of the meetings of the Board and of the committees on which he served. The
following table shows the membership of the Audit and Compensation Committees
during the fiscal year.
Committee Membership
- --------------------------------------------------------------------------------
Name Audit Compensation
- --------------------------------------------------------------------------------
Allen J. Fetscher |X| |X|
- --------------------------------------------------------------------------------
L. Peter Larson |X| |X|
- --------------------------------------------------------------------------------
John S. MacMillan |X| |X|
- --------------------------------------------------------------------------------
F. Charles Mercord |X| |X|
- --------------------------------------------------------------------------------
Everit A. Sliter |X|* |X|
- --------------------------------------------------------------------------------
Harold A. Tutvedt |X| |X|*
- --------------------------------------------------------------------------------
* Chairman
Audit Committee. The main function of the Audit Committee includes
reviewing the plan, scope, and audit results of the independent auditors, as
well as reviewing and approving the services of the independent auditors. The
Audit Committee reviews or causes to be reviewed the reports of bank regulatory
authorities and reports its conclusions to the Board. The Audit Committee also
reviews procedures with respect to the Company's records and its business
practices, and reviews the adequacy and implementation of the internal auditing,
accounting and financial controls. The Audit Committee held 11 meetings during
the year.
Compensation Committee. The Compensation Committee met 1 time in 1999. The
responsibilities of the Compensation Committee include reviewing management
compensation investigating new and different forms of compensation, and making
recommendations on compensation to the full Board of Directors.
The Board of Directors of the Company acts as the Nominating Committee for
selecting nominees for election of directors. The Nominating Committee met 1
time during 1999.
7
<PAGE>
Compensation of Directors
Board Fees. The Company has established a program through which
non-employee directors receive annual retainers as members of the Board. Each
director earns $1,350 per month for services as a member of the Board of
Directors of the Company, except that Messrs. Sliter and Larson were paid $2,246
and $1,526 per month, respectively, for additional services performed. Mr.
MacMillan, as Chairman of the Board earned $2,700 per month. Directors who are
employed by the Company or one of its subsidiaries receive no additional
compensation for their services as members of the Board.
A similar program for directors of the Subsidiaries has been established
which is commensurate with the size of the institution and the procedures of its
peer and affiliate banks.
Directors' Stock Option Plan. In 1994, the Board of Directors and
Shareholders of the Company adopted the 1994 Directors' Stock Option Plan
("DSOP") for outside directors. Under the DSOP, 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 of the Subsidiaries,
subject to appropriate adjustment for any future stock split, stock dividends,
or other changes in the capitalization of the Company. Under the DSOP, directors
of the Company and its Subsidiaries were each initially granted options to
purchase 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 as follows: 7,000 shares to
directors of the Company; 1,500 shares to directors of GBW and GBE; and 1,000
shares to directors of FSB. Each option granted under the DSOP 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. At the 1999 Annual
Meeting, the shareholders approved amendments to the DSOP, increasing the number
of shares available to the DSOP by 100,000, to an aggregate of 190,750 shares,
and extending the term of the DSOP to 15 years. In 1999, options to purchase
2,000 shares of the Company's Common Stock at $23.19 per share were granted to
each non-employee director, and 35,126 shares were issued pursuant to the
exercise of options In addition, in 1999 an option to purchase 3,824 shares of
the Company's Common Stock at $13.33 per share was granted to Mr. Fetscher to
make up for options Mr. Fetscher would have otherwise received in 1997 if the
DSOP had had available shares at that time.
Hippler Employment Agreement. Effective February 4, 2000, the Company and
MWB entered into a three-year employment agreement with Jon W. Hippler, as
President of MWB, that provides for severance benefits payable to Mr. Hippler if
he should be improperly terminated or voluntarily terminates his employment for
good reason following a change in control. In the event of termination after a
change in control, as defined in the agreement, Mr. Hippler would be entitled to
receive an amount equal to one year's annual compensation, plus benefits. In
addition, upon termination with MWB, Mr. Hippler is prohibited from competing
with the Company or MWB for a period of two years from termination (up to three
years from the effective date of the acquisition of MWB).
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, and
executive officers and directors as a group. All executive officers are elected
annually by the Board of Directors and serve at the discretion of the Board of
Directors.
8
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership of
Common Stock as of
Name and Age Position January 15, 2000*
- ------------ -------- -----------------------
<S> <C> <C>
James H. Strosahl, 58 Executive Vice President, Chief Financial Officer, 41,984 (1)
Secretary and Treasurer of the Company; Senior Vice 0.44%
President and Chief Financial Officer of Glacier Bank;
employed since 1993
Executive officers and directors as a 1,466,944 (3)
group (11 individuals) 15.21%
</TABLE>
- ----------
* Share amounts have been adjusted to reflect a 10% stock dividend paid May
27, 1999.
(1) Includes 15,098 shares held jointly with Mr. Strosahl's wife with whom
voting and dispositive power is shared; 10,934 shares held in an IRA
account; and 15,952 shares which could be acquired within 60 days by the
exercise of stock options
(2) Includes 93,699 shares held by executive officers and directors as a
group, which could be acquired within 60 days by the exercise of stock
options.
Beneficial Owners
The following table 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.
Amount and Nature
Name and Address of of Beneficial
Beneficial Owner Ownership (1) Percent of Class
- ------------------------ ----------------- ----------------
T. Rowe Price Associates, Inc. 949,317 (2) 9.9%
100 E. Pratt Street
Baltimore, Maryland 21202
(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 Small Cap Fund, Inc., (which owns 472,900
shares, representing 4.9% 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.
EXECUTIVE COMPENSATION
9
<PAGE>
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid by the Company for the year ended December
31, 1999 for services rendered in all capacities during the last three fiscal
years to the Chief Executive Officer and the four most highly compensated
executive officers of the Company whose total compensation during the last
fiscal year exceeded $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
====================================================================================================================
Annual Compensation Long Term Compensation
---------------------------------- ----------------------
Awards Payouts
----------------------
Securities
Name and Other Annual Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation Options Payouts Compensation (5)(6)
(1) (2) (3) (4)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael J. Blodnick 1999 $168,040 $40,000 0 6,601 0 $24,352
President and Chief 1998 171,346 50,000 0 6,985 0 36,244
Executive Officer 1997 164,423 50,000 0 9,323 0 41,707
- --------------------------------------------------------------------------------------------------------------------
William L. Bouchee 1999 $132,020 $22,831 0 6,601 0 $23,730
President, First Security 1998 132,378 21,437 0 6,985 0 24,153
Bank 1997 106,692 18,739 0 9,323 0 19,211
- --------------------------------------------------------------------------------------------------------------------
James H. Strosahl 1999 $108,000 $30,000 0 6,601 0 $20,929
Executive Vice President, 1998 84,248 30,000 0 4,656 0 17,878
Chief Financial Officer, 1997 76,729 28,000 0 6,216 0 16,825
Treasurer and Secretary
====================================================================================================================
</TABLE>
- ----------
(1) Includes ($7,480) and ($4,677) deferred (and earnings or losses on amounts
previously deferred) by Messrs. Blodnick and Strosahl, respectively,
pursuant to the Company's Deferred Compensation Plan.
(2) Includes $8,000 and $7,500 deferred by Messrs. Blodnick and Strosahl,
respectively.
(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, 1999 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 Incentive Stock Option
Plans. Amounts have been adjusted to reflect a 10% stock dividend paid May
27, 1999.
(5) Includes amounts allocated or paid by the Company during the year ended
December 31, 1999 on behalf of Messrs. Blodnick, Bouchee, and Strosahl
pursuant to the Company's noncontributory defined contribution "Money
Purchase" Pension Plan, 401(k), Profit Sharing and SERP in the amounts of
$23,308, $22,831, and $19,435, respectively.
(6) Includes life insurance premiums paid by the Company during the year ended
December 31, 1999 on behalf of Messrs. Blodnick, Bouchee, and Strosahl in
the amounts of $1,044, $899, and $1,494, respectively.
10
<PAGE>
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, 1999.
<TABLE>
<CAPTION>
STOCK OPTION GRANTS IN LAST FISCAL YEAR
=========================================================================================================
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(1)
- ---------------------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options
Options Granted Exercise Expiration
Name Granted (2) to Employees Price(3) Date 5% 10%
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Blodnick 6,601 4.1% $20.68 1-27-04 $85,946 $217,042
- ---------------------------------------------------------------------------------------------------------
William L. Bouchee 6,601 4.1% $20.68 1-27-04 85,946 217,042
- ---------------------------------------------------------------------------------------------------------
James H. Strosahl 6,601 4.1% $20.68 1-27-04 85,946 217,042
=========================================================================================================
</TABLE>
- ----------
(1) The potential realizable value portion is based on the assumption that the
stock price of the Common Stock appreciates at the annual rate shown
(compounded annually) from the date of grant until the end of the
five-year option term. These numbers are calculated based on the
requirements of the Securities and Exchange Commission and do not reflect
the Company's estimate of future stock price performance.
(2) The options were granted on January 27, 1999 and vest over two years from
the date of grant. The Company's stock option plan is administered by a
Committee of the Board of Directors, which determines to whom options are
granted, as well as the number of shares and the exercise price. Options
are granted at the fair market value and are exercisable for a period up
to five years. Options may be exercised for a period of 90 days following
termination of employment and for one year following death or disability,
or upon the original expiration date, whichever is earlier. The share
amounts have been adjusted to reflect a 10% stock dividend paid on May 27,
1999.
(3) The exercise price was based on the market price of the Common Stock on
the date of grant.
11
<PAGE>
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, 1999 and stock options
held at year end.
<TABLE>
<CAPTION>
===================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
===================================================================================================================
Number of Value of
Unexercised Unexercised In-the-Money
Shares Options at Year End(1) Options at
Acquired on Value Year End(2)
Name Exercise(1) Realized
------------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Blodnick 0 $ 0 22,097 16,934 $ 98,410 $0
- -------------------------------------------------------------------------------------------------------------------
William L. Bouchee 0 $ 0 10,255 14,284 $ 27,871 $0
- -------------------------------------------------------------------------------------------------------------------
James H. Strosahl 0 $ 0 10,831 11,722 $ 42,329 $0
===================================================================================================================
</TABLE>
(1) The share amounts have been adjusted to reflect a 10% stock dividend paid
May 27, 1999.
(2) 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, 1999 was
$15.94. For purposes of the foregoing table, stock options with an
exercise price less than that amount are considered to be "in-the-money"
and are considered to have a value equal to the difference between this
amount and the exercise price of the stock option multiplied by the number
of shares covered by the stock options.
Employment Agreements
Blodnick Employment Agreement. On August 31, 1996, the Company and Glacier
Bank, following approval of the Board of Directors, entered into an employment
agreement ("Agreement") with Mr. Blodnick. The Agreement terminates annually on
August 31st (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 year. Under the Agreement, Mr. Blodnick is entitled to receive
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. Blodnick 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. In addition, the Agreement restricts Mr. Blodnick
from competing with the Company or its Subsidiaries during the term of the
Agreement.
12
<PAGE>
Severance Agreements. The Company and Glacier Bank entered into a
severance agreement with Mr. Strosahl. This agreement is 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 Glacier Bank, and
provides for severance benefits payable to Mr. Strosahl if he is improperly
terminated or voluntarily terminates his employment for good reason following a
change in control of the Company. Mr. Strosahl is entitled to receive an annual
salary, 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. Strosahl would be entitled to receive two times his annual compensation
payable over 24 months.
Bouchee Employment Agreement. On August 9, 1996, FSB entered into a
three-year employment agreement with Mr. Bouchee that provides for severance
benefits payable to Mr. Bouchee if he should be improperly terminated or
voluntarily terminates his employment for good reason following a change in
control. Mr. Bouchee is entitled to receive an annual salary, 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. Bouchee
would be entitled to receive an amount equal to one year's annual compensation,
payable in one lump sum, as well as insurance benefits and pension and 401(k)
contributions for a year following termination.
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
nonfunded 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. Blodnick, Bouchee and
Strosahl are all participants in the SERP. Messrs. Blodnick, Bouchee and
Strosahl received an allocation under the plan in the amounts of $12,035, $632
and $1,148, respectively, for the fiscal year 1999.
1989 Incentive Stock Option Plan
In 1989, the Company 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. At December 31, 1999, all
options to purchase shares under the 1989 Plan have been granted and no shares
remain available for future grants. The 1989 Plan was supplemented by the 1995
Employee Stock Option Plan as described below.
13
<PAGE>
1995 Employee Stock Option Plan
At the 1995 Annual Meeting, the shareholders adopted the 1995 Employee
Stock Option Plan (the "1995 Plan"). The 1995 Plan is administered by the Board
of Directors (or a Committee appointed by the Board). It allows stock options to
be granted to key employees of the Company in any combination up to an aggregate
of 507,779 shares of Company 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.
At the 1999 Annual Meeting, the shareholders approved amendments to the
1995 Plan, increasing the number of shares available under the 1995 Plan by
600,000, to an aggregate of 1,107,779 shares and allowing for the cashless
exercise of stock options. As of December 31, 1999, options to purchase an
aggregate of 516,065 shares have been granted and 591,714 remain available for
further grant.
Report of the Compensation Committee
The Compensation Committee of the Board of Directors of the Company is
composed of Committee Chairperson Harold Tutvedt, Allen J. Fetscher, L. Peter
Larson, John S. MacMillan, F. Charles Mercord and Everit A. Sliter.
The Company, acting through the Committee, believes compensation of its
Executives and other key personnel should reflect and support the goals and
strategies of the Company.
The Committee's objectives in determining executive compensation are to
attract, reward and retain key executive officers; and to motivate executive
officers to perform to the best of their abilities and to achieve short-term and
long-term corporate objectives that will contribute to the overall goal of
enhancing stockholder value. To further these objectives, the Committee has
adopted the following policies:
o The Company will compensate competitively with the practices of peer
groups, and like performing financial companies;
o Performance at the corporate, subsidiary and individual executive
officer level will determine a significant portion of compensation;
with due regard to financial performance relative to peer groups;
o The attainment of realizable but challenging objectives will
determine performance-based compensation; and
o The Company will encourage executive officers to hold substantial,
long-term equity stakes in the Company so that the interest of
executive officers will coincide with the interest of stockholders -
accordingly stock options will constitute a significant portion of
compensation.
Elements of the Company's compensation of executive officers are: (1) Base
salary and bonuses, (2) Incentive compensation in the form of stock options
granted under the Company's 1995 Employee Stock Option Plan (as amended), (3)
Salary Deferral Plan, and (4) Other compensation and employee benefits generally
available to all employees of the Company, such as health, life and long term
disability insurance and employee contributions under the Company's 401(k) and
pension plans.
The Committee believes the Company's goals are best supported by
attracting and retaining well-qualified executive officers and other personnel
through competitive compensation arrangements, with
14
<PAGE>
emphasis on rewards for outstanding contributions to the Company's success, with
a special emphasis on aligning the interests of executive officers and other
personnel with those of the Company's shareholders.
Executive Compensation Committee
Harold Tutvedt (Chairperson) o Allen J. Fetscher o L. Peter Larson
John S. MacMillan o F. Charles Mercord o Everit A. Sliter
15
<PAGE>
PERFORMANCE GRAPH
The following graphs compare the yearly cumulative total return of the
Common Stock over both a five-year and ten-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 SNL Bank Index comprised of banks
between $500M-$1B. All of these cumulative returns are computed assuming the
reinvestment of dividends at the frequency with which dividends were paid during
the applicable years.
- --------------------------------------------------------------------------------
Glacier Bancorp Stock Price Performance
Five -Year Peformance
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period Ending
-----------------------------------------------------------------------------------------
Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Glacier Bancorp, Inc. $100 $139.22 $190.76 $299.61 $296.59 $247.01
S&P 500 $100 $137.58 $169.03 $225.44 $289.79 $350.78
SNL $500M-$1B Bank Index $100 $132.76 $165.97 $269.80 $265.28 $245.56
</TABLE>
16
<PAGE>
- --------------------------------------------------------------------------------
Glacier Bancorp Stock Price Performance
Ten-Year Peformance
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period Ending
---------------------------------------------------------------------------------------------------------------
Index 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Glacier Bancorp, Inc. $100 $90.46 $158.34 $279.36 $336.27 $301.85 $420.22 $575.81 $904.38 $895.25 $745.60
S&P 500 $100 $96.90 $126.42 $136.05 $149.76 $151.74 $208.76 $256.48 $342.07 $439.72 $532.26
SNL $500-$1B Bank $100 $72.24 $ 85.79 $121.80 $152.80 $163.13 $216.58 $270.75 $440.12 $432.75 $400.59
Index
</TABLE>
17
<PAGE>
TRANSACTIONS WITH MANAGEMENT
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.
Employee Loan Program
Federal regulations require that all loans or extensions of credit to
executive officers and directors of the Company and the Subsidiaries must be
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
nonaffiliated persons and must not involve more than the normal risk of
repayment or present other unfavorable features. The regulations authorize that
a bank may make extensions of credit pursuant to a benefit or compensation
program that (i) is available to all employees of the bank or its affiliates;
and (ii) does not give preference to any insider over other employees of the
bank or its affiliates. The regulations govern the amount of credit that a bank
may extend to an insider, and, in those instances where the loan exceeds the
allowed limit, requires that (i) the loan be approved by a majority of the board
of directors; and (ii) the insider abstain from participating directly or
indirectly in the voting.
The Company has adopted an Employee Loan Program, providing that loans be
made to executive officers and directors and all other employees of the Company
and its Subsidiaries on equal terms. Set forth below is certain information as
of December 31, 1999 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, 1999 to Balance at Rate to December 31,
Name and Indebtedness December 31, 1999 December 31, 1999 Employee(1) 1999(2)
---- ---------------- ----------------- ----------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
John S. MacMillan First Mortgage on 99,446 98,493 5.31% 7.11%
Chairman primary residence
Home Equity Line 18,617 0 9.00% 10.00%
(2nd)
F. Charles Mercord, First Mortgage on 140,623 133,380 5.31% 7.46%
Director primary residence
Home Equity Line 58,395 54,984 8.50% 9.50%
(2nd)
Everit A. Sliter, First Mortgage on 81,039 75,230 5.25% 7.78%
Director primary residence
Home Equity Line 58,279 0 9.00% 10.00%
(2nd)
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Largest Aggregate
Nature of Amount during Interest Note Rate at
Transaction January 1, 1999 to Balance at Rate to December 31,
Name and Indebtedness December 31, 1999 December 31, 1999 Employee(1) 1999(2)
---- ---------------- ----------------- ----------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
James H. Strosahl, First Mortgage on 159,972 151,289 5.31% 7.46%
Executive Vice primary residence
President, CFO, Home Equity Line 26,025 12,203 9.00% 10.00%
Treasurer and Secretary (2nd)
</TABLE>
(1) This reflects borrowing to finance home improvements or to purchase homes
and is 1% above Glacier Bank's cost of money. For Home Equity Line, the
rate charged is 1% less than the rate charged to non-employees.
(2) This will become the applicable interest rate if the officer or director's
employment with the Company is resigned or otherwise terminated.
Proposal No. 2 - Amendment to the Certificate of Incorporation
It is proposed that the Company's Certificate of Incorporation be amended
to increase the number of shares of common stock that the Company is authorized
to issue from 15 million shares to 50 million shares, thereby increasing the
total number of authorized shares (common and preferred) to 51 million shares.
Article 4 of the Company's Certificate of Incorporation currently provides
that the Company is authorized to issue 15 million shares of its $0.01 par value
common stock, and 1 million shares of its $0.01 par value serial preferred
stock. On the record date, _________ shares of Common Stock, and no shares of
preferred stock were issued and outstanding.
As a result of recent acquisitions, stock splits, and the Company's
various stock plans, the authorized shares available for issuance are nearly
exhausted.
The Board believes it to be in the best interests of the Company that
additional shares of common stock be authorized to enable the Company to satisfy
ongoing corporate requirements and to take advantage of opportunities that may
be presented in the future. In particular, the additional common stock may be
issued in connection with future stock splits, stock dividends, and the
Company's acquisition of businesses, assets, securities or other property. The
Board expects that opportunities will continue to arise for the Company to
expand both its markets and its services through further acquisitions, some of
which may involve the use of stock. The authorization of additional common stock
will allow the Company to respond promptly and effectively to such opportunities
as they arise. Furthermore, such stock could be issued for cash to provide
capital for the continued growth of the Company's existing corporate family. If
authorization of such additional approval were deferred until a specific need
arose, the time and expense required to obtain necessary shareholder approval
could prevent the Company from taking advantage of favorable business or
financing opportunities. Finally, sufficient common stock must remain available
for issuance under the Company's various stock option plans.
If the proposed amendment were adopted, the Board would be empowered,
under General Corporation Law of the State of Delaware, to issue the additional
authorized shares of common stock for the purposes described above, or any other
business purposes the board may deem appropriate, without further shareholder
approval. The issuance of additional common stock could result in dilution of
the percentage of equity ownership of the Company's existing shareholders and,
in certain circumstances, may also result in a dilution of earnings per share of
existing common stock.
Moreover, the authorization of additional common stock might be reviewed
as having the effect of discouraging takeover attempts. The Board is not aware
of any proposed or pending attempts to change control of the Company and intends
that the additional common stock will be used for business purposes such as
stock splits, stock dividends, acquisitions, and financing rather than to resist
takeover attempts. The Company's
19
<PAGE>
Certificate of Incorporation already includes other provisions, which are
intended to discourage uninvited takeover attempts that may be disruptive to the
Company's business or unfair to shareholders. These provisions (1) impose
limitations on changes in the composition of the Company's Board; (2) require
the Board to consider certain nonmonetary factors in evaluating any takeover
offer; and (3) require that certain transactions be approved by a vote of at
least 80% of the shares then outstanding and entitled to vote. Nevertheless,
blocks of common stock (or a combination of common or preferred shares) could
potentially be issued to parties sympathetic to management and opposed to any
attempt to change control of the Company. This might discourage or make more
difficult attempts to gain control of the Company through transactions such as
tender offers or proxy contests, even if such transactions were viewed by some
shareholders as potentially favorable.
In order for the above amendments to be adopted, the proposal must be
approved by shareholders owning at least a majority of the outstanding shares of
the Company's Common Stock. If adopted, the amendment will be effective upon
filing the Certificate of Amendment with the Delaware Secretary of State. A copy
of the full text of the Amendment is attached to this Proxy Statement as Exhibit
A.
The Board of Directors unanimously recommends a vote "FOR" the proposed
amendment.
COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS
Section 16(a) of 1934 Act, 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
SEC 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, 1999, 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.
AUDITORS
KPMG LLP, independent auditors, performed the audit of the consolidated
financial statements for the Company and its Subsidiaries for the year ended
December 31, 1999. Representatives of KPMG LLP will be present at the Annual
Meeting and available to respond to appropriate questions and will have the
opportunity to make a statement if they so desire.
20
<PAGE>
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.
STOCKHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2001 annual
shareholder's meeting must be received by the Secretary of the Company before
December 1, 2000, for inclusion in the 2001 Proxy Statement and form of proxy.
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. In
addition, if the Company receives notice of a shareholder proposal after
February 14, 2001, the persons named as proxies in such proxy statement and form
of proxy will have discretionary authority to vote on such shareholder proposal.
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, 1999 ("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, 1999. 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., 49 Commons Loop, Kalispell, Montana 59901, Attention: Corporate
Secretary. The Annual Report on Form 10-K is not a part of the proxy
solicitation materials for the Annual Meeting.
March 31, 2000 BY ORDER OF THE BOARD OF DIRECTORS
James H. Strosahl, Secretary
21
<PAGE>
Exhibit A to Proxy Statement
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
OF
GLACIER BANCORP, INC.
Article 4 of the Certificate of Incorporation of Glacier Bancorp, Inc.
shall be amended as follows:
Article 4.Capital Stock. The total number of shares of capital stock
which the Corporation has authority to issue is 51,000,000, of which 1,000,000
shall be serial preferred stock, $.01 par value per share (hereinafter the
"Preferred Stock"), and 50,000,000 shall be common stock, par value $.01 per
share (hereinafter the "Common Stock").
The Board of Directors is hereby expressly authorized, by resolution or
resolutions to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock. Before any shares of any such series are issued, the
Board of Directors shall fix, and hereby is expressly empowered to fix, by
resolution or resolutions, the following provisions of the shares thereof:
(a) the designation of such series, the number of shares to
constitute such series and the stated value thereof if different from the par
value thereof;
(b) whether the shares of such series shall have voting rights, in
addition to any voting rights provided by law, and, if so, the terms of such
voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such
dividends shall be cumulative, and, if so, from what dates, the conditions and
dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any shares of stock
of any other class or any other series of this class;
(d) whether the shares of such series shall be subject to redemption
by the Corporation, and, if so, the times, prices and other conditions of such
redemption;
(e) the amount or amounts payable upon shares of such series upon,
and the rights of the holders of such series in, the voluntary or involuntary
liquidation, dissolution or winding up, or upon any distribution of the assets,
of the Corporatio
(f) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and manner
in which any such retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other corporate
purposes and the terms and provisions relative to the operation thereof;
(g) whether the shares of such series shall be convertible into, or
exchangeable for, shares of stock of any other class or any other series of this
class or any other securities, and, if so, the price or prices or the rate or
rates of conversion or exchange and the method, if any, of adjusting the same,
and any other terms and conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be effective while
any shares of such
22
<PAGE>
series are outstanding upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other acquisition by the
Corporation of, the Common Stock or shares of stock of any other class or any
other series of this class;
(i) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue of any additional stock,
including additional shares of such series or of any other series of this class
or of any other class; and
(j) any other powers, preferences and relative, participating,
optional and other special rights, and any qualifications, limitations and
restrictions thereof.
The powers, preferences and relative, participating, optional and other
special rights, of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding. All shares of any one series of
Preferred Stock shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different times may
differ as to the dates from which dividends thereon shall accrue and/or be
cumulative.
23
