8-K

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): February 25, 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 7.01.  Regulation FD Disclosure

On February 25, 2013, Glacier Bancorp, Inc., Kalispell, Montana ("Glacier") entered into a Plan and Agreement of Merger (the “Merger Agreement”) with Wheatland Bankshares, Inc. (“Wheatland”) and its wholly owned subsidiary First State Bank.  Under the terms of the Merger Agreement, Wheatland will merge with and into Glacier and First State Bank will merge with and into Glacier’s wholly owned subsidiary, Glacier Bank (the “Merger”).  Following the Merger, the branches of First State Bank will operate as branches of Glacier Bank under the name “First State Bank, a division of Glacier Bank.”

Effective at the time of the Merger, the transaction provides for the payment to Wheatland shareholders of $10.62 million in cash and 1,652,000 shares of Glacier common stock, so long as the average closing price of Glacier stock is between $13.50 and $16.50. Based on Glacier's closing price of $16.66 on February 25, 2013, the transaction would result in the delivery of 1,636,135 shares and result in an aggregate value of $37.9 million.

Consummation of the Merger is subject to several conditions, including receipt of applicable regulatory approvals and approval by the shareholders of Wheatland.  For information regarding the terms of the proposed transaction, reference is made to the press release dated February 25, 2013, which is attached as Exhibit 99.1 and incorporated herein by reference.

On February 26, 2013, Glacier intends to hold an investor conference call regarding the Merger.  On the call, Glacier intends to discuss certain financial and other information relating to the Merger and the Merger Agreement.  Slides that will be made available in connection with the conference call are attached hereto as Exhibit 99.2 and are incorporated into this Item 7.01 by reference.

The information in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 8.01.  Other Events

To the extent required, the information included in Item 7.01 of this Form 8-K is hereby incorporated by reference into this Item 8.01

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 and First State Bank, 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 First State Bank operate; the ability to promptly and effectively integrate the businesses of Glacier Bank and First State 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 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’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 will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Proxy Statement of Wheatland and a Prospectus of Glacier, as well as other relevant documents concerning the proposed transaction. Shareholders of Wheatland are urged to read the Registration Statement and the Proxy Statement/Prospectus regarding the transaction when it becomes available 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 issued February 25, 2013

99.2           Slide Presentation to be made available in connection with investorconference callheld on February 26, 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:   February 25, 2013 GLACIER BANCORP, INC. By: /s/ Michael J. Blodnick Michael J. Blodnick President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Glacier Bancorp, Inc. Announces Acquisition of First State Bank in Wheatland, Wyoming

KALISPELL, Mont., Feb. 25, 2013 (GLOBE NEWSWIRE) -- Glacier Bancorp, Inc. (Nasdaq:GBCI) today announced the signing of a definitive agreement to acquire First State Bank, a community bank based in Wheatland, Wyoming. The acquisition marks Glacier's 13^th acquisition since 2000 and its fourth in Wyoming. First State Bank provides community banking services to individuals and businesses from three banking offices in Wheatland, Torrington and Guernsey. As of December 31, 2012 the bank had total assets of $281 million, gross loans of $179 million and total deposits of $249 million. 

The boards of Glacier and Wheatland Bankshares, Inc. (First State Bank's holding company) unanimously approved the transaction, which is subject to regulatory approval and other customary conditions of closing. The transaction provides for the payment to Wheatland Bankshares, Inc. shareholders of $10.62 million in cash and 1,652,000 shares of Glacier common stock, so long as the average closing price of Glacier stock is between $13.50 and $16.50. Based on the closing price of $16.66 for Glacier shares on February 25, 2013, the transaction would result in the delivery of 1,636,135 shares and result in an aggregate value of $37.9 million. As of December 31, 2012, Wheatland Bankshares, Inc. had consolidated tangible equity of $25.95 million and consolidated trailing twelve month earnings of $3.45 million. Upon closing of the transaction, which is anticipated to take place in the second quarter, First State Bank will be merged into Glacier Bank and operate as a separate bank division doing business under its existing name.

"We're thrilled to be adding First State Bank to our family of banks," stated Mick Blodnick, Glacier's President and Chief Executive Officer. "This combination not only adds one of Wyoming's top performing banks to our Company, it also provides us with a very talented and highly respected management team and staff. Two additional benefits of the merger will be the geographic expansion into Southeast Wyoming, one of the healthiest states in the nation, and it will bring additional diversification to our loan portfolio, with their strong commitment to agriculture," Blodnick said. "First State Bank has an enviable thirty year record of serving their communities, posting strong earnings, outstanding asset quality, and solid growth. They're everything we look for in a partner." Blodnick also noted the transaction will be immediately accretive to Glacier's earnings.

Mike Daly, Chairman, CEO and President of Wheatland Bankshares, Inc., commented, "We are delighted to join the Glacier family of banks. We maintain our community banking approach with local decision-making and a genuine commitment to personalized community banking. At the same time, we benefit from access to Glacier's products, services, and substantial capital resources to fund future growth in our region. The combination is clearly a win-win for our shareholders, our employees, and most importantly, our customers."

Glacier management will review additional information regarding the transaction in a conference call beginning at 8:30 a.m. MST on Tuesday, February 26, 2013. The call may be accessed by dialing 877-561-2748 and the conference ID is 13818698. A slide presentation to accompany management's commentary may be accessed from Glacier's February 25, 2013 8-K filing with the SEC or at http://www.snl.com/IRWebLinkX/presentations.aspx?iid=1023792.  

Glacier was advised in the transaction by D.A. Davidson & Co., as financial advisor, and Graham & Dunn, P.C. as legal counsel. First State Bank was advised by St. Charles Capital as financial advisor, and Fairfield and Woods, P.C., as legal counsel.

About Glacier Bancorp, Inc.

Glacier Bancorp, Inc. is a regional bank holding company providing commercial banking services in 60 communities in Montana, Idaho, Utah, Washington, Wyoming and Colorado. Glacier Bancorp, Inc. is headquartered in Kalispell, Montana, and is the parent company for Glacier Bank, Kalispell and bank divisions First Security Bank of Missoula; Valley Bank of Helena; Big Sky Western Bank, Bozeman; Western Security Bank, Billings; and First Bank of Montana, Lewistown; all operating in Montana; as well as Mountain West Bank, Coeur d'Alene operating in Idaho, Utah and Washington; Citizens Community Bank, Pocatello, operating in Idaho; 1st Bank, Evanston, operating in Wyoming and Utah; First Bank of Wyoming, Powell, operating in Wyoming; and Bank of the San Juans, Durango, operating in Colorado.

This news release includes forward looking statements, which describe management's expectations regarding future events and developments such as future operating results, growth in loans and deposits, continued success of the Company's style of banking and the strength of the local economies in which it operates. Future events are difficult to predict, and the expectations described above are necessarily subject to risk and uncertainty that may cause actual results to differ materially and adversely. In addition to discussions about risks and uncertainties set forth from time to time in the Company's public filings, factors that may cause actual results to differ materially from those contemplated by such forward looking statements include, among others, the following possibilities: (1) local, national and international economic conditions are less favorable than expected or have a more direct and pronounced effect on the Company than expected and adversely affect the company's ability to continue its internal growth at historical rates and maintain the quality of its earning assets; (2) changes in interest rates reduce interest margins more than expected and negatively affect funding sources; (3) projected business increases following strategic expansion or opening or acquiring new banks and/or branches are lower than expected; (4) costs or difficulties related to the integration of acquisitions are greater than expected; (5) competitive pressure among financial institutions increases significantly; (6) legislation or regulatory requirements or changes adversely affect the businesses in which the Company is engaged.

Visit Glacier's website at http://www.glacierbancorp.com

CONTACT: Michael J. Blodnick
         (406) 751-4701

EX-99.2

EXHIBIT 99.2