-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ISVwRvIrZWbSGZC0eYfm946gEEXt8q6Y6FrRTBy5vG4FsnlGTI3NV4V+7fpAxN8V HmOdb8LUHHfcKXejK+dSVA== 0000891092-04-005679.txt : 20041123 0000891092-04-005679.hdr.sgml : 20041123 20041122200127 ACCESSION NUMBER: 0000891092-04-005679 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041122 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041123 DATE AS OF CHANGE: 20041122 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: 041162148 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 e19805_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 22, 2004 GLACIER BANCORP, INC. (Exact name of registrant as specified in its charter) Montana (State or other jurisdiction of incorporation) -------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 000-18911 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): [_] 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 November 22, 2004, Glacier Bancorp, Inc., Kalispell, Montana ("Glacier") entered into a Plan and Agreement of Merger (the "Merger Agreement") with First National Banks - West Co. (the "Company") and its subsidiary, First National Bank - West (the "Bank"). Under the terms of the Merger Agreement, the Company will merge with and into Glacier, and the Bank will remain as a wholly owned subsidiary of Glacier. Shareholders of the Company will receive cash for their shares of Company stock owned. The aggregate purchase price is $41,000,000. Consummation of the transaction is subject to several conditions, including receipt of applicable regulatory approvals and approval by the shareholders of the Company. For information regarding the terms of the proposed transaction, reference is made to the press release dated November 22, 2004, which is attached as Exhibit 99.1 and incorporated herein by reference. Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements. - not applicable (b) Pro forma financial information. - not applicable (c) Exhibits. 99.1 Press Release dated November 22, 2004. 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: November 22, 2004 GLACIER BANCORP, INC. By: /s/Michael J. Blodnick -------------------------- Michael J. Blodnick President and Chief Executive Officer EX-99.1 2 e19805ex99_1.txt PRESS RELEASE Exhibit 99.1 Glacier Bancorp, Inc. Announces Acquisition of First National Banks - West Co. KALISPELL, Mont., Nov. 22 /PRNewswire-FirstCall/ -- Glacier Bancorp, Inc. (Nasdaq: GBCI) today announced the signing of a definitive agreement to acquire First National Banks - West Co. in an all-cash transaction valued at $41 million. First National Banks - West Co. ("FNB") is a bank holding company for First National Bank - West, a commercial bank with approximately $240 million in assets with seven locations in western Wyoming, including Evanston (2), Kemmerer, Mountain View, Pinedale, Alpine and Afton. Glacier is a bank holding company with $3.0 billion in assets and 55 offices in Montana, Idaho, Utah and Washington. The boards of Glacier, FNB and First National Bank - West unanimously approved the transaction, which is subject to regulatory approval and other customary conditions of closing. The combination of Glacier and FNB will further expand Glacier's focused community banking strategy into an attractive western Wyoming market, which is benefiting from significant energy development and strong growth in recreational building. It also augments Glacier's existing Idaho and northern Utah presence. FNB will benefit from additional lending capacity, while maintaining its autonomy and local decision-making authority. FNB will continue to operate under its current name with all employees and existing management retained. "This is a well run bank that is located in some very attractive markets," commented Mick Blodnick, Glacier's President and CEO. "We believe that George McKinley, Mike Seppala and their team have done a great job in growing the franchise and establishing FNB as one of Wyoming's strongest banks. This acquisition will give Glacier a leading presence in a market that is contiguous to both our existing northern Utah offices and our developing Idaho markets. We are very excited about adding these locations and employees to the Glacier family." Blodnick also noted that the transaction is expected to be immediately accretive to Glacier's earnings per share. George McKinley, FNB's Chairman and CEO, commented, "This transaction will allow our management team and employees to join a quality franchise, while providing our customers the same level of community bank service that they've come to expect. It's a win for shareholders, employees and, most importantly, the customers in the communities we serve." About Glacier Bancorp, Inc. Glacier Bancorp, Inc. is the parent company for seven community banks, including Glacier Bank, Kalispell; Glacier Bank, Whitefish; First Security Bank of Missoula; Valley Bank of Helena; Big Sky Western Bank; and Western Security Bank, Billings, all located in Montana; as well as Mountain West Bank, Coeur d' Alene, with operations in Idaho, Utah and Washington. At September 30, 2004, Glacier Bancorp, Inc. had total assets of $3.0 billion, and capital of $263 million. SOURCE Glacier Bancorp, Inc. -0- 11/22/2004 /CONTACT: Michael J. Blodnick, +1-406-751-4701, or James H. Strosahl, +1-406-751-4702, both of Glacier Bancorp, Inc./ (GBCI) CO: Glacier Bancorp, Inc.; First National Banks - West Co. ST: Montana IN: FIN SU: TNM -----END PRIVACY-ENHANCED MESSAGE-----