0000868671-13-000024.txt : 20130723 0000868671-13-000024.hdr.sgml : 20130723 20130722201303 ACCESSION NUMBER: 0000868671-13-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130722 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130723 DATE AS OF CHANGE: 20130722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLACIER BANCORP INC CENTRAL INDEX KEY: 0000868671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 810519541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18911 FILM NUMBER: 13980158 BUSINESS ADDRESS: STREET 1: 49 COMMONS LOOP STREET 2: . CITY: KALISPELL STATE: MT ZIP: 59901 BUSINESS PHONE: 4067564200 MAIL ADDRESS: STREET 1: 49 COMMONS LOOP STREET 2: . CITY: KALISPELL STATE: MT ZIP: 59901 8-K 1 gbci-07222013x8k.htm 8-K GBCI-07.22.2013-8K


UNITED STATES
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): July 22, 2013

GLACIER BANCORP, INC.
(Exact name of registrant as specified in its charter)

Montana
(State or other jurisdiction of incorporation)

(Commission File Number)
   000-18911
(IRS Employer Identification No.)
    81-0519541      

49 Commons Loop
Kalispell, Montana 59901
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (406) 756-4200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):


[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))






Item 8.01 OTHER EVENTS

On July 22, 2013, Glacier Bancorp, Inc. and North Cascades Bancshares, Inc. issued a joint press release in connection with the pending merger (the “Merger”) of North Cascades Bancshares, Inc. with and into Glacier Bancorp, Inc., announcing the election deadline of July 29, 2013 for North Cascades Bancshares, Inc. shareholders to elect to receive stock, cash, or a unit consisting of a mix of stock and cash upon consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Information
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to statements about the benefits of the business combination transaction involving Glacier Bancorp, Inc. and North Cascades Bancshares, Inc. including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following: the possibility that the Merger does not close when expected or at all because conditions to closing are not received or satisfied on a timely basis or at all; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Glacier Bancorp, Inc. and North Cascades Bancshares, Inc. operate; the ability to promptly and effectively integrate the businesses of Glacier Bank and North Cascades National Bank; the reaction to the transaction of the companies' customers, employees, and counterparties; and the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. Glacier Bancorp, Inc. undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this release. For more information, see the risk factors described in Glacier Bancorp's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”).
Additional Information about the Merger and Where to Find It
In connection with the Merger, Glacier Bancorp, Inc. filed with the SEC a Registration Statement on Form S-4 that includes a Proxy Statement of North Cascades Bancshares, Inc. and a Prospectus of Glacier Bancorp, Inc., as well as other relevant documents concerning the proposed transaction. Shareholders of North Cascades Bancshares, Inc. are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the transaction and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. The Proxy Statement/Prospectus and other relevant materials (when they become available) filed with the SEC may be obtained free of charge at the SEC's Website at http://www.sec.gov.

Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press Release dated July 22, 2013.






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: July 22, 2013
GLACIER BANCORP, INC.
 
 
 
 
 
 
 
 
 
By:
/s/ Michael J. Blodnick
 
 
Michael J. Blodnick
 
 
President and Chief Executive Officer




EX-99.1 2 gbci-07222013xex991.htm EXHIBIT 99.1 GBCI-07.22.2013-Ex99.1






FOR IMMEDIATE RELEASE
July 22, 2013

Glacier Contacts:
Michael J. Blodnick, President and CEO
 
(406) 751-4701
 
 
 
Ron Copher, Executive Vice President and CFO
 
 (406) 751-7706
 
 
North Cascades Bancshares Contacts:
  Scott C. Anderson, President and CEO
 
(509) 682-4502
 
 
 
Shelley L. Bird, Senior Vice President and CFO
 
(509) 682-4502


GLACIER BANCORP, INC. AND NORTH CASCADES BANCSHARES, INC.
ANNOUNCE ELECTION DEADLINE

Kalispell, Montana and Chelan, Washington, July 22, 2013. Glacier Bancorp, Inc. (NASDAQ: GBCI, (“Glacier”) and North Cascades Bancshares, Inc. (“NCBI”) today jointly announced that the deadline for NCBI's shareholders to elect to receive stock, cash, or a unit consisting of a mix of stock and cash upon consummation of the merger of NCBI with and into Glacier (the “Merger”) has been set for 5:00 P.M. Pacific Daylight Time on July 29, 2013 (the “Election Deadline”).

Elections by NCBI shareholders may be made by mailing a completed election statement (the “Election Statement”), which was previously mailed to NCBI shareholders on or about June 12, 2013, to American Stock Transfer & Trust Company, LLC Operations Center, Attn: Reorganization Department, P.O. Box 2042, New York, New York 10272-2042.

Holders of NCBI common stock who wish to elect the type of consideration they will receive in the Merger should carefully review and follow the instructions set forth in the Election Statement. NCBI shareholders who hold their shares in “street name” should follow their broker's instructions for making an election with respect to such shares. Shares of NCBI common stock as to which the holder has not made a valid election prior to the Election Deadline will be treated as no election shares.

Upon completion of the Merger, each share of NCBI common stock will be converted into the right to receive the merger consideration pursuant to the Plan and Agreement of Merger, a copy of which is attached as Appendix A to the Proxy Statement/Prospectus dated June 4, 2013. The Proxy Statement/Prospectus also includes a description of the Merger transaction.

The Merger has received the requisite regulatory approvals required and is expected to be completed on or about July 31, 2013.





Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. In connection with the Merger, Glacier has filed a registration statement with the Securities and Exchange Commission, which was declared effective. The Proxy Statement/Prospectus contained in the registration statement was mailed to shareholders of NCBI. On July 11, 2013, the Merger was approved by NCBI's shareholders. Investors are advised to read the Proxy Statement/Prospectus because it contains important information regarding the Merger transaction. Copies of the Proxy Statement/Prospectus and other documents filed by Glacier with the SEC are available free of charge at the SEC's web site at www.sec.gov. Documents filed by Glacier may also be accessed and downloaded for free at Glacier's website at www.glacierbancorp.com or by directing a request to Investor Relations, Glacier Bancorp, Inc., 49 Commons Loop, Kalispell, Montana 59901 (1-406-756-4200 or 1-800-735-4371). Information regarding NCBI is available by contacting Investor Relations, North Cascades Bancshares, Inc. at 1-800-603-9342).

About Glacier

Glacier Bancorp, Inc. is a regional bank holding company providing commercial banking services in communities in Montana, Idaho, Utah, Washington, Wyoming and Colorado. Glacier Bancorp, Inc. is headquartered in Kalispell, Montana with operating divisions: Glacier Bank of Kalispell, First Security Bank of Missoula, Valley Bank of Helena, Big Sky Western Bank of Bozeman, Western Security Bank of Billings, First Bank of Montana, Lewistown; Mountain West Bank in Idaho, Utah and Washington; 1st Bank in Wyoming and Utah; Citizens Community Bank of Idaho, Bank of the San Juans in Colorado, First Bank of Wyoming and First State Bank in Wyoming.

About NCBI

North Cascades Bancshares, Inc., through its wholly owned subsidiary North Cascades National Bank, provides community banking services to individuals and businesses in central Washington, with nine banking offices located in Chelan, Wenatchee, East Wenatchee, Omak, Brewster, Twisp, Okanogan, Grand Coulee and Waterville.

This news release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to statements about the benefits of the business combination transaction involving Glacier Bancorp, Inc. and North Cascades Bancshares, Inc., including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected, including but not limited to the following: the possibility that the Merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all; the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Glacier and NCBI operate; the ability to promptly and effectively integrate the businesses of Glacier Bank and North Cascades National Bank; the reaction to the transaction of the companies' customers, employees, and counterparties; and the diversion of management time on merger-related issues. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs.