Unassociated Document
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 9,
2009
GLACIER
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Montana
(State or
other jurisdiction of incorporation)
(Commission
File Number)
000-18911
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(IRS
Employer Identification No.)
81-0519541
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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)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
of (17 CFR 240.14d-2(b))
o 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 February 6, 2009 Glacier Bancorp,
Inc., Kalispell, Montana ("GBCI") entered into a Plan and Agreement of Merger
(the “Merger Agreement”) with First Company, a Wyoming corporation and First
National Bank & Trust, a national banking association and wholly owned
subsidiary of First Company (the “Bank”). Under the terms of the
Merger Agreement, First Company will merge with and into GBCI, and the Bank will
become a wholly owned subsidiary of GBCI (the “Merger”).
Effective at the time of the Merger,
each outstanding share of First Company common stock will be exchanged for a
“unit” consisting of a fixed amount of cash and a fixed number of GBCI shares,
pursuant to the terms outlined in the Merger Agreement.
Consummation of the transaction is
subject to several conditions, including receipt of applicable regulatory
approvals and approval by the shareholders of First Company. For
information regarding the terms of the proposed transaction, reference is made
to the press release dated February 9, which is attached as Exhibit 99.1 and
incorporated herein by reference.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial
Statements: None
(b) Pro Forma Financial
Information: None
(c) Shell Company
Transactions: None
(d) Exhibits.
99.1 Press
Release, dated February 9, 2009
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.
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GLACIER BANCORP,
INC. |
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Dated:
February 10, 2009
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By:
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/s/ Ron
J. Copher |
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Ron
J. Copher
Senior
Vice President/Chief Financial Officer
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