SEC Comment Letter for GLACIER BANCORP, INC. (GBCI) (CIK 0000868671) (GBCI) — Sep 25, 2008
GLACIER BANCORP, INC. (GBCI) (CIK 0000868671)
Date: Sept. 25, 2008 · CIK: 0000868671 · Accession: 0000000000-08-048346
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-153458
Letter
Mail Stop 4561 September 18, 2008 Michaael J. Blodnick Chief Executive Officer 49 Commons Loop Kalispell, Montana 59901 Re: Glacier Bancorp, Inc. Form S-4, filed September 12, 2008 File Number 333-153458
Dear Mr. Sarver: We have monitored your Form S-4 with respect to the following comments. All of these comments are from our legal staff. Our accounti ng staff is not looking at this filing. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information we may have additional comments. The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Prospectus Cover
1. Please revise the cover to give the trading price of SJ Bancorp shares as of the latest date feasible.
Glacier Bancorp, Inc. September 18, 2008 Page 2 2. If the closing capital position of SJ Bancorp is currently less than or equal to $11,350,000 disclose the actual level on the cover. Also, disclose the per share impact of this situation. In any event, disclose the current dollar level in the summary and include a risk factor on this situation or advise us why this is not warranted.
* * * * *
Closing Comments
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
Glacier Bancorp, Inc. September 18, 2008 Page 3
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date. Please direct any questions to me at 202-551-3421.
S i n c e r e l y , David Lyon Senior Financial Analysis By fax: Stephn M. Klein Fax number 206-340-9599
Show Raw Text
Mail Stop 4561
September 18, 2008
Michaael J. Blodnick Chief Executive Officer 49 Commons Loop Kalispell, Montana 59901
Re: Glacier Bancorp, Inc.
Form S-4, filed September 12, 2008 File Number 333-153458
Dear Mr. Sarver:
We have monitored your Form S-4 with respect to the following comments. All of these
comments are from our legal staff. Our accounti ng staff is not looking at this filing. Where
indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information we may have additional comments.
The purpose of our review process is to assist you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Prospectus Cover
1. Please revise the cover to give the trading price of SJ Bancorp shares as of the latest date feasible.
Glacier Bancorp, Inc.
September 18, 2008 Page 2
2. If the closing capital position of SJ Bancorp is currently less than or equal to $11,350,000 disclose the actual level on the cover. Also, disclose the per share impact of this situation. In any event, disclose the current dollar level in the summary and include a risk factor on this situation or advise us why this is not warranted.
* * * * *
Closing Comments
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
Glacier Bancorp, Inc.
September 18, 2008 Page 3
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
Please direct any questions to me at 202-551-3421.
S i n c e r e l y ,
David Lyon
Senior Financial Analysis
By fax: Stephn M. Klein Fax number 206-340-9599