<PAGE>   1
     As filed with the Securities and Exchange Commission on April 24, 1998
                                                         Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                                    GB, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                  <C>                                <C>
           DELAWARE                              6749                   APPLICATION PENDING
(State or other jurisdiction of      (Primary standard industrial         (I.R.S. employer
incorporation or organization)        classification code number)        identification no.)
</TABLE>

   P.O. BOX 27, 202 MAIN STREET, KALISPELL, MONTANA 59903-0027 (406) 756-4200
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                                   ----------
                                JOHN S. MACMILLAN
          Chairman of the Board, President and Chief Executive Officer
                          P.O. Box 27, 202 Main Street
                          Kalispell, Montana 59903-0027
                                 (406) 756-4200
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   -----------
                          Copies of communications to:
                             STEPHEN M. KLEIN, ESQ.
                             MARK C. LEWINGTON, ESQ.
                                Graham & Dunn PC
                          1420 Fifth Avenue, 33rd Floor
                            Seattle, Washington 98101
                                   -----------
 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
         The date of mailing of the enclosed Prospectus/Proxy Statement
                    to stockholders of Glacier Bancorp, Inc.

      If the securities being registered on this Form are being offered in
          connection with the formation of a holding company and there
     is compliance with General Instruction G, check the following box. [ ]

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
 =======================================================================================================
 Title of Each                              Proposed Maximum      Proposed Maximum     Amount of
 Class of Securities   Amount Being         Offering Price        Aggregate            Registration
 Being Registered      Registered(1)        Per Share(2)          Offering Price(2)    Fee(2)
 -------------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                   <C>                  <C>       
 Common Stock,
    $.01 Par Value     6,933,000            $27.75                $192,390,750         $56,755.26
 =======================================================================================================
</TABLE>

(1)   Represents the number of shares of GB, Inc.'s common stock, par value $.01
      per share ("GB Common Stock"), issuable in exchange for the 6,933,000
      shares of Glacier Bancorp, Inc. common stock, par value $.01 per share
      ("Glacier Common Stock") that are either outstanding or subject to options
      that are presently exercisable or could be exercised within the next two
      months, under the terms of the Plan and Agreement of Merger described in
      this Registration Statement.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended
      ("1933 Act"), on the basis of the average of the high and low sales prices
      for shares of Glacier Common Stock of Glacier quoted on the Nasdaq
      National Market on April 21, 1998.

                                   ---------

        THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT FILES
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE 1933
ACT, OR UNTIL THIS REGISTRATION STATEMENT BECOMES EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.


<PAGE>   2

                       [Glacier Bancorp, Inc. Letterhead]
                                 ________, 1998


Dear Fellow Stockholder:

        You are cordially invited to attend the Annual Meeting ("Annual
Meeting") of Stockholders of Glacier Bancorp, Inc. ("Glacier"), a Delaware
corporation and bank holding company. The Annual Meeting will be held on
______________, _________ __, 1998, at _____ [a.m./p.m.] local time, at
________________________________, Montana.

        The attached Notice of Annual Meeting and Prospectus/Proxy Statement
describes the formal business to be transacted at the Annual Meeting. At the
Annual Meeting, you will be asked to consider and vote upon the election of
directors as well as a proposal to approve the merger of Glacier with and into a
newly-created wholly-owned subsidiary corporation (the "Reorganization") in
order to increase the number of shares of capital stock available for issuance
and to resolve certain technical deficiencies in the three-for-two stock split
effected by Glacier in May 1997. The rights and preferences of the holders of
Glacier Common Stock will remain essentially unchanged, and it will not be
necessary for holders of Glacier Common Stock to exchange their existing stock
certificates.

        THE BOARD OF DIRECTORS BELIEVES THAT THE REORGANIZATION IS IN THE BEST
INTERESTS OF GLACIER AND ITS STOCKHOLDERS, AND HAS UNANIMOUSLY APPROVED THE
REORGANIZATION. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
REORGANIZATION.

        The Board of Directors intends to proceed with the Reorganization only
if the Reorganization is approved by the affirmative vote of the holders of
two-thirds of the outstanding shares of Glacier Common Stock. We urge you to
review the attached Prospectus/Proxy Statement and to consider your vote
carefully. If you have any questions regarding this material in advance of the
Annual Meeting, please call Michael J. Blodnick, Glacier's Secretary, at (406)
756-4200.

        IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL
MEETING, REGARDLESS OF THE SIZE OF YOUR HOLDINGS, AND WHETHER YOU PLAN TO ATTEND
THE ANNUAL MEETING IN PERSON OR NOT. A FAILURE TO VOTE, EITHER BY NOT RETURNING
THE ENCLOSED PROXY OR BY CHECKING THE "ABSTAIN" BOX ON THE PROXY, WILL HAVE THE
SAME EFFECT AS A VOTE AGAINST ELECTION OF NOMINEES FOR DIRECTOR AND APPROVAL OF
THE REORGANIZATION. TO ASSURE THAT YOUR SHARES ARE REPRESENTED IN VOTING ON THIS
VERY IMPORTANT MATTER, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY FORM IN
THE ENCLOSED POSTAGE-PREPAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. IF YOU DO ATTEND, YOU MAY (IF YOU WISH), REVOKE YOUR PROXY AND VOTE
YOUR SHARES IN PERSON AT THE ANNUAL MEETING.

                                        Very truly yours,



                                        John S. MacMillan
                                        Chairman of the Board, President and
                                        Chief Executive Officer



         PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY FORM


<PAGE>   3

                              GLACIER BANCORP, INC.
                                 202 MAIN STREET
                                   P.O. BOX 27
                          KALISPELL, MONTANA 59903-0027
                                 (406) 756-4200

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON ________, 1998

        NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Glacier Bancorp, Inc. ("Glacier") will be held at the _________________________,
__________________________________, Montana, on ____________, ________, 1998, at
9:00 a.m., Mountain Daylight Time, for the following purposes:

        1. ELECTION OF DIRECTORS. To elect three directors of Glacier for a
three-year term and until their successors are elected and have qualified;

        2. APPROVAL OF REORGANIZATION. To consider and vote upon a proposal to
approve a merger (the "Reorganization") of Glacier with and into a newly-created
wholly-owned subsidiary corporation GB, Inc. ("GB") in order to increase the
number of shares of capital stock available for subsequent issuance and to
resolve certain technical deficiencies affecting the validity of certain of the
shares issued in the three-for-two stock split effected by Glacier in May 1997.
The Reorganization, as described in the accompanying Proxy Statement, is to be
effected pursuant to an Agreement and Plan of Merger dated as of March ___, 1998
(the "Merger Agreement") between Glacier and GB. The Merger Agreement
contemplates, among other things, that Glacier will merge with GB, with GB as
the surviving corporation. As a result of the Reorganization, (a) Glacier's
subsidiaries will become subsidiaries of GB and (b) each share of common stock,
par value $.01 per share, of Glacier will be converted into one share of common
stock, par value $.01 per share, of GB;

        3. OTHER MATTERS. To transact such other business as may properly come
before the meeting or any adjournment thereof. Management is not aware of any
other such business.

        The Board of Directors of Glacier has fixed ________, 1998 as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. Only those stockholders of record as of the close of
business on that date will be entitled to vote at the Annual Meeting or at any
adjournment of such meeting.


                                        By Order of the Board of Directors



                                        Michael J. Blodnick
                                        Secretary

_______, 1998
Kalispell, Montana

--------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
--------------------------------------------------------------------------------



<PAGE>   4

                   SUBJECT TO COMPLETION, DATED APRIL 24, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.


                           PRELIMINARY PROXY STATEMENT
                              GLACIER BANCORP, INC.

                                   PROSPECTUS
                GB, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE)

        This Prospectus/Proxy Statement is being furnished to holders of shares
of common stock, par value $.01 per share ("Glacier Common Stock"), of Glacier
Bancorp, Inc. ("Glacier"), a Delaware corporation and bank holding company, in
connection with the solicitation of proxies by the Board of Directors of Glacier
("Glacier Board") for use at the Annual Meeting of Glacier Stockholders (the
"Annual Meeting") to be held on ________________, 1998, at ______ [a.m./p.m.]
local time, at ____________________, ______________________, Montana and at any
adjournments or postponements of the Annual Meeting. This Prospectus/Proxy
Statement and the accompanying proxy forms are first being mailed to the
stockholders of Glacier on __________, 1998.

        At the Annual Meeting, shareholders will be asked to consider and vote
upon the election of directors as well as a proposal to approve a merger (the
"Reorganization") of Glacier with and into GB, Inc., a newly-created Delaware
corporation and wholly-owned subsidiary of Glacier ("GB") in order to increase
the number of shares of capital stock available for issuance and to resolve
certain technical deficiencies affecting the validity of certain of the shares
issued in the three-for-two stock split effected by Glacier in May 1997 (the
"Stock Split"). The rights and preferences of the holders of Glacier Common
Stock will remain essentially unchanged, and it will not be necessary for
holders of Glacier Common Stock to exchange their existing stock certificates.
The Reorganization will be effected under the terms of a Plan and Agreement of
Merger dated as of ___________, 1998, between Glacier and GB (the "Merger
Agreement"). The Merger Agreement is hereby incorporated in this
Prospectus/Proxy Statement by reference. The Merger Agreement is attached to
this Prospectus/Proxy Statement as Appendix A.

        This Prospectus/Proxy Statement also constitutes the Prospectus of GB
filed as part of a Registration Statement on Form S-4 ("Registration Statement")
with the Securities and Exchange Commission ("SEC") under the Securities Act of
1933, as amended ("1933 Act"), relating to the shares of common stock, par value
$.01 per share, of GB ("GB Common Stock") to be issued in the Reorganization.
When the Reorganization becomes effective, all outstanding shares of Glacier
Common Stock, including shares issued pursuant to the Stock Split (the "Stock
Split Shares") will be converted into shares of GB Common Stock. For a more
detailed discussion of the foregoing provisions, and a description of certain
other significant considerations in connection with the Reorganization, see
"PROPOSAL II: THE REORGANIZATION - Basic Terms of Merger"; and "- Exchange of
Stock Certificates."

        THIS PROSPECTUS/PROXY STATEMENT DOES NOT COVER ANY RESALE OF THE
SECURITIES TO BE RECEIVED BY STOCKHOLDERS OF GLACIER UPON CONSUMMATION OF THE
REORGANIZATION, AND NO PERSON IS AUTHORIZED TO MAKE ANY USE OF THIS
PROSPECTUS/PROXY STATEMENT IN CONNECTION WITH ANY SUCH RESALE.

        THE SHARES OF GB COMMON STOCK ISSUABLE IN THE REORGANIZATION ARE NOT
        SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
        INSURED BY A BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE
        CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR INSTRUMENTALITY.

<PAGE>   5

        THE SHARES OF GB COMMON STOCK ISSUABLE IN THE REORGANIZATION HAVE NOT
        BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
        OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
        COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
        OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY REPRESENTATION TO
        THE CONTRARY IS A CRIMINAL OFFENSE.


        The principal executive offices of Glacier and GB are located at 202
Main Street, P.O. Box 27, Kalispell, Montana 59903-0027. It is anticipated that
this Prospectus/Proxy Statement and the accompanying proxy will first be sent to
shareholders on or about May ___, 1998, together with a copy of Glacier's Annual
Report.

        As a general matter, the presence in person or by proxy of holders of
record of a majority of the outstanding shares of Glacier Common Stock is
required to constitute a quorum for the transaction of business at the Annual
Meeting. However, due to certain technical deficiencies relating to the Stock
Split, the Chairman of the Glacier Board has indicated that he will request an
adjournment of the Annual Meeting absent the presence in person or by proxy of
the holders of record of two-thirds of the issued and outstanding shares of
Glacier Common Stock (including, for purposes of such calculation, the Stock
Split Shares). Abstentions and broker nonvotes are counted for purposes of
determining the presence of a quorum for the transaction of business at the
Annual Meeting.

        If the accompanying form of proxy is properly executed and returned, the
shares represented thereby will be voted in accordance with the instructions
specified therein. In the absence of instructions to the contrary, such shares
will be voted "FOR" each of the proposals set forth therein. Any shareholder
executing a proxy has the power to revoke it at any time prior to the voting
thereof on any matter (without, however, affecting any vote taken prior to such
revocation) by delivering written notice to Michael J. Blodnick, Secretary of
Glacier, by executing another proxy dated as of a later date or by voting in
person at the Annual Meeting.

                                ----------------

      The date of this Prospectus/Proxy Statement is __________ ____, 1998.



<PAGE>   6

                              AVAILABLE INFORMATION

        Glacier is subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"). In accordance with
the 1934 Act, Glacier files reports, proxy statements, and other information
with the SEC. Such reports, proxy statements, and other information filed by
Glacier may be inspected and copied at prescribed rates at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC
located at 7 World Trade Center, Thirteenth Floor, New York, New York 10048, and
at The Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials may also be obtained at prescribed rates from
the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies of materials filed by Glacier with the SEC may also be
obtained through the SEC's Internet address at http://www.sec.gov. In addition,
materials filed by Glacier are available for inspection at the offices of The
Nasdaq Stock Market, Inc. ("Nasdaq"), 1735 K Street, N.W., Washington, D.C.
20006. Following completion of the Reorganization, GB will file such reports and
other information as required under the 1934 Act and the rules of Nasdaq.

        This Prospectus/Proxy Statement constitutes part of the Registration
Statement (File No. 333-___________) filed by GB with the SEC under the 1933
Act. This Prospectus/Proxy Statement omits certain information contained in the
Registration Statement in accordance with the rules and regulations of the SEC.
Reference is made hereby to the Registration Statement and related exhibits for
further information with respect to GB and Glacier. Statements contained herein
or in any document incorporated herein by reference as to the contents of any
contract or other document referred to herein or therein are not necessarily
complete, and in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement or such
other document incorporated herein by reference. Each such statement is
qualified in its entirety by such reference.

        It is anticipated that, upon completion of the Reorganization, the GB
Common Stock will be quoted on the Nasdaq National Market under the current
ticker symbol "GBCI." At such time, the Glacier Common Stock will be withdrawn
from quotation on the Nasdaq National Market and from registration under Section
12 of the 1934 Act.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by Glacier with the SEC under the 1934 Act
are incorporated by reference herein:

        1.  Glacier's Annual Report on Form 10-K for the year ended December 31,
            1997 ("Glacier 1997 10-K"); and

        2.  Glacier's Current Report on Form 8-K dated March 6, 1998 ("Glacier
            1998 8-K").

        All documents filed by Glacier under Sections 13(a), 13(c), 14 and 15(d)
of the 1934 Act after the date hereof and before the Annual Meeting are
incorporated by reference herein and are a part hereof from each document's date
of filing. Any statement contained in a document incorporated by reference
herein as modified or superseded for purposes hereof to the extent that a
statement contained herein or in any other subsequently filed document that also
is incorporated by reference herein modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part hereof.

                               -------------------

        NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY GLACIER OR GB. THIS PROSPECTUS/PROXY STATEMENT DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, THE
SECURITIES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT, OR THE SOLICITATION OF A
PROXY, IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER,
SOLICITATION OF AN OFFER, OR PROXY SOLICITATION.


<PAGE>   7

        NEITHER THE DELIVERY OF THIS PROSPECTUS/PROXY STATEMENT NOR ANY
DISTRIBUTION OF THE SECURITIES OFFERED UNDER THE TERMS OF THIS PROSPECTUS/PROXY
STATEMENT SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF GB OR
GLACIER AND ANY OF THEIR RESPECTIVE SUBSIDIARIES SINCE THE DATE OF THIS
PROSPECTUS/PROXY STATEMENT OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF.


                           FORWARD-LOOKING STATEMENTS

        Certain information contained herein or incorporated herein by reference
contains forward-looking statements that involve a number of risks and
uncertainties. A number of factors could cause results to differ materially from
those anticipated by such forward-looking statements. These factors include, but
are not limited to, the competitive environment in the banking industry in
general and in Glacier's specific market areas, changes in prevailing interest
rates and the availability of financing, inflation, changes in costs of goods
and services, and economic conditions in general and in Glacier's specific
market areas. In addition, such forward-looking statements are necessarily
dependent upon assumptions (including but not limited to assumptions regarding
the application of tax or other laws to the Reorganization and other
transactions), estimates and data that may be incorrect or imprecise.
Accordingly, any forward-looking statements included herein or incorporated
herein by reference do not purport to be predictions of future events or
circumstances and may not be realized. Forward-looking statements contained
herein include statements relating to the management and business focus of GB
and Glacier following completion of the Reorganization and certain tax
consequences of the Reorganization, including statements in "PROPOSAL II: THE
REORGANIZATION - The Reorganization," "-Certain Federal Income Tax Consequences"
and "-Certain Information Regarding GB." Forward-looking statements included in
documents incorporated herein by reference are described in such documents.


<PAGE>   8

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                               <C>
GLOSSARY .........................................................................................G-1

SUMMARY 1

PROPOSAL I:  ELECTION OF DIRECTORS..................................................................4

        General.....................................................................................4
        Information with Respect to Nominees for Director and Continuing Directors..................4
        Stockholder Nominations.....................................................................6
        Background of Directors.....................................................................6
        Board Meetings and Committees...............................................................7
        Compensation of Directors...................................................................7

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................8

        Executive Officers who are not Directors....................................................8
        Beneficial Owners...........................................................................8
        Certain Transactions........................................................................9

EXECUTIVE COMPENSATION.............................................................................10

        Option Grants in Last Fiscal Year..........................................................11

STOCK OPTION GRANTS IN LAST FISCAL YEAR............................................................11

        Aggregated Option Exercises in Last Fiscal Year............................................11
        Employment Agreements......................................................................12
        Deferred Compensation Plan.................................................................12
        Supplemental Executive Retirement Plan.....................................................12
        1989 Incentive Stock Option Plan...........................................................12
        1995 Employee Stock Option Plan............................................................13
        Report of the Compensation Committee.......................................................13

PERFORMANCE GRAPH..................................................................................14

EMPLOYEE LOAN PROGRAM..............................................................................15

COMPLIANCE WITH SECTION 16(A) FILING REQUIREMENTS..................................................15

PROPOSAL II:  THE REORGANIZATION...................................................................15

        Background.................................................................................16
        Reasons for the Reorganization.............................................................16
        Recommendation of the Glacier Board of Directors...........................................17
        Basic Terms of the Merger..................................................................17
        Exchange of Stock Certificates.............................................................17
        Conditions to the Reorganization; Regulatory Approvals.....................................17
        Amendment or Termination of Merger Agreement...............................................18
        Certain Federal Income Tax Consequences....................................................18
        Accounting Treatment of Merger.............................................................18
        Certain Information Regarding GB...........................................................19
        GB Certificate of Incorporation and Bylaws.................................................19
        Description of GB Capital Stock............................................................19

SUPERVISION AND REGULATION.........................................................................21

        Introduction...............................................................................21
        The Holding Company........................................................................21
</TABLE>




                                       i
<PAGE>   9

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                               <C>
               General.............................................................................21
               Bank Holding Company Structure......................................................21
               Transactions with Affiliates........................................................22
               Regulation of Management............................................................22
               FIRREA..............................................................................22
               Tie-In Arrangements.................................................................22
               State Law Restrictions..............................................................22
               Securities Registration and Reporting...............................................22
        The Subsidiaries...........................................................................23
               General.............................................................................23
               Loans-to-One Borrower...............................................................23
               FDIC Insurance......................................................................23
               Capital Requirements................................................................24
               Restrictions on Capital Distributions...............................................25
               Federal Home Loan Bank System.......................................................25
               Federal Reserve System..............................................................26
               Recent Federal Legislation..........................................................26

CERTAIN LEGAL MATTERS..............................................................................26

OTHER MATTERS......................................................................................26

INDEPENDENT AUDITORS...............................................................................27

STOCKHOLDER PROPOSALS..............................................................................27

ANNUAL REPORTS.....................................................................................27


APPENDIX A - Plan and Agreement of Merger

APPENDIX B - Certificate of Incorporation of GB, Inc.
</TABLE>


                                       ii
<PAGE>   10

                          GLOSSARY OF CERTAIN KEY TERMS

<TABLE>
<S>                             <C>
1933 ACT....................    The Securities Act of 1933, as amended, and the
                                rules and regulations promulgated thereunder.

1934 ACT....................    The Securities Exchange Act of 1934, as amended,
                                and related rules and regulations.

BHCA........................    Bank Holding Company Act of 1956, as amended.

BOARD.......................    Board of Directors.

CLOSING.....................    The closing of the Reorganization as
                                contemplated in the Merger Agreement.

CODE........................    The Internal Revenue Code of 1986, as amended.

DGCL........................    Delaware General Corporation Law.

EFFECTIVE TIME..............    The date on which the closing of the
                                Reorganization will occur, as set forth in the
                                Merger Agreement.
FDIC........................    The Federal Deposit Insurance Corporation.

FRB.........................    The Board of Governors of the Federal Reserve
                                System.

GAAP........................    Generally accepted accounting principles,
                                consistently applied.

GB..........................    GB, Inc., a Delaware corporation.

GLACIER.....................    Glacier Bancorp, Inc., a Delaware corporation
                                and bank holding company.

GLACIER COMMON STOCK........    Glacier's Common Stock, par value $.01 per
                                share.

GLACIER FINANCIAL
STATEMENTS..................    Glacier's audited consolidated statements of
                                financial condition as of December 31, 1997 and
                                1996, and the related audited consolidated
                                statements of operations, cash flows and
                                stockholders' equity for each of the years in
                                the three-year period ended December 31, 1997,
                                included in the Glacier 1997 10-K and
                                incorporated by reference herein..

HOLA........................    Home Owner's Loan Act, as amended.

KPMG........................    KPMG Peat Marwick LLP, independent certified
                                public accountants.

REORGANIZATION..............    The merger of Glacier with and into GB in
                                accordance with the Merger Agreement.

MERGER AGREEMENT............    The Plan and Agreement of Merger, dated as of
                                March ___, 1998, between Glacier and GB.

PROSPECTUS/PROXY STATEMENT..    The Prospectus/Proxy Statement, contained in the
                                Registration Statement, and to be mailed to
                                Glacier's stockholders, together with any
                                amendments and supplements thereto.

REGISTRATION STATEMENT......    The Registration Statement on Form S-4, of which
                                this Prospectus/Proxy Statement forms a part,
                                filed with the SEC by GB under the 1933 Act, for
                                the purpose of registering the shares of GB
                                Common Stock to be issued in the Reorganization.

REGULATORY APPROVALS........    The required regulatory approvals of the
                                transaction by the FRB.

SEC.........................    The Securities and Exchange Commission.


STATE BANKS.................    Glacier Bank, Glacier Bank of Whitefish, Glacier
                                Bank of Eureka, and First Security Bank of
                                Missoula, Glacier's subsidiary banks.
</TABLE>




                                      G-1


<PAGE>   11

                                     SUMMARY

        The following material summarizes certain information contained
elsewhere in this Prospectus/Proxy Statement. This summary is not intended to be
complete and is qualified by reference to the more detailed information
contained elsewhere in this Prospectus/Proxy Statement (including the
appendices). Capitalized terms used in this Prospectus/Proxy Statement, unless
the context otherwise requires, have the meanings ascribed to them in the
Glossary of Certain Key Terms inside the front cover. Additionally, terms used
principally in particular sections of this Prospectus/Proxy Statement are
defined in the sections where they are used.

ELECTION OF DIRECTORS                 Three persons have been nominated for
                                      election as Directors of Glacier for terms
                                      expiring at the annual meeting of
                                      shareholders to be held in the year 2001
                                      and until their successors are duly
                                      elected and qualified. The nominees are
                                      Allen J. Fetscher, John S. MacMillan and
                                      F. Charles Mercord, each of whom currently
                                      serves as a director. See "PROPOSAL I:
                                      ELECTION OF DIRECTORS." If the
                                      Reorganization is approved, the persons
                                      serving as directors of Glacier will serve
                                      as the directors of GB.

THE REORGANIZATION
    Background                        Glacier has identified a concern that the
                                      total number of issued and outstanding
                                      shares of Glacier Common Stock may have
                                      exceeded the number of shares of Common
                                      Stock that the Glacier Board was
                                      authorized to issue under the Glacier
                                      Certificate. In addition, although the
                                      Glacier Board approved the Stock Split,
                                      Glacier inadvertently failed to obtain
                                      shareholder approval of the Stock Split
                                      and file the required certificate of
                                      amendment to its Certificate of
                                      Incorporation. See "PROPOSAL II: THE
                                      REORGANIZATION - Background."

    Reasons for the Merger            Delaware counsel has advised Glacier that
                                      it may resolve the technical deficiencies
                                      that occurred in the Stock Split, as well
                                      as issues relating to the validity of the
                                      Stock Split Shares, by effecting the
                                      Reorganization. See "PROPOSAL II: THE
                                      REORGANIZATION - Reasons for the Merger."

    Recommendation of the Board of
    Directors                         THE GLACIER BOARD UNANIMOUSLY RECOMMENDS
                                      THAT ITS STOCKHOLDERS VOTE FOR APPROVAL OF
                                      THE REORGANIZATION AND MERGER AGREEMENT.
                                      See "PROPOSAL II: THE REORGANIZATION -
                                      Recommendation of the Board of Directors."

    Basic Terms of the Merger         The Merger Agreement provides, among other
                                      things, that: (i) Glacier will be merged
                                      with and into GB, with GB being the
                                      surviving corporation; (ii) each share of
                                      Glacier Common Stock outstanding
                                      immediately prior to the Effective Time
                                      (including the Stock Split) will
                                      automatically be converted into one share
                                      of GB Common Stock; (iii) the GB Common
                                      Stock presently held by Glacier will
                                      canceled; and (iv) GB will amend its
                                      Certificate of Incorporation to change its
                                      name to "Glacier Bancorp, Inc." See
                                      "PROPOSAL II: THE REORGANIZATION - Basic
                                      Terms of the Merger."

    Exchange of Stock Certificates    If the Reorganization is consummated, it
                                      will not be necessary for holders of
                                      Glacier Common Stock to exchange their
                                      existing stock certificates for GB Common
                                      Stock certificates. See "PROPOSAL II: THE
                                      REORGANIZATION - Exchange of Stock
                                      Certificates."





                                       1
<PAGE>   12

    Conditions to the Reorganization;
    Regulatory Approvals              The Glacier Board intends to proceed with
                                      the Reorganization only if the
                                      Reorganization is approved by the
                                      affirmative vote of the holders of
                                      two-thirds of the issued and outstanding
                                      shares of Glacier Common Stock. An
                                      application for a waiver from filing
                                      requirements was filed with and received
                                      from the FRB, whereby the FRB waived the
                                      requirements to file a formal application.
                                      See "PROPOSAL II: THE REORGANIZATION -
                                      Conditions to the Reorganization;
                                      Regulatory Approvals."

    Amendment or  Termination of the
    Merger Agreement                  The Merger Agreement provides that Glacier
                                      and GB may by written agreement amend the
                                      Merger Agreement at any time prior the
                                      Effective Time, and that the Merger
                                      Agreement may be terminated and abandoned
                                      at any time by mutual consent of the
                                      Boards of Directors of Glacier and GB. See
                                      "PROPOSAL II: THE REORGANIZATION -
                                      Amendment or Termination of the Merger
                                      Agreement."

    Certain Federal Income Tax
    Consequences                      Glacier will receive an opinion from its
                                      special counsel, Duane, Morris & Heckscher
                                      LLP, to the effect that for federal income
                                      tax purposes: (i) no gain or loss will be
                                      recognized by Glacier as a result of the
                                      merger; (ii) no gain or loss should be
                                      recognized by holders of Glacier Common
                                      Stock pursuant to the Merger; (iii) the
                                      tax basis of the GB Common Stock received
                                      by a holder of Glacier Common Stock
                                      pursuant to the Merger should be the same
                                      as the tax basis of such holder's Glacier
                                      Common Stock exchanged therefor; and (iv)
                                      the holding period of the GB Common Stock
                                      received by a holder of Glacier Common
                                      Stock pursuant to the Merger should
                                      include the holding period of such
                                      holder's Glacier Common Stock exchanged
                                      therefor.

                                      The Internal Revenue Service may take the
                                      position, however, that holders who
                                      received or purchased shares that were
                                      issued in, or subsequent to, the Stock
                                      Split did not have a beneficial ownership
                                      interest in Glacier until the Merger was
                                      consummated and, as a result, the holding
                                      period in the GB shares received in the
                                      Merger would not begin until the date that
                                      the Merger was consummated. Duane, Morris
                                      & Heckscher LLP does not agree with this
                                      position. In rendering its opinion, Duane,
                                      Morris & Heckscher LLP has concluded that
                                      a holder of Glacier Common Stock should
                                      have a beneficial ownership interest in
                                      Glacier to the extent of the holder's
                                      shares of Glacier Common Stock,
                                      notwithstanding any Delaware state law
                                      deficiencies that may exist as to shares
                                      issued in, or subsequent to, the Stock
                                      Split.

                                      HOLDERS OF GLACIER COMMON STOCK ARE URGED
                                      TO CONSULT THEIR OWN TAX ADVISORS AS TO
                                      THE PARTICULAR TAX CONSEQUENCES OF THE
                                      MERGER TO THEM, INCLUDING THE EFFECT OF
                                      STATE AND LOCAL TAXES. SEE "PROPOSAL II:
                                      THE REORGANIZATION - CERTAIN FEDERAL
                                      INCOME TAX CONSEQUENCES."

    Accounting Treatment of the
    Reorganization                    The Reorganization will be accounted for
                                      as a combination of entities under common
                                      control. See "PROPOSAL II: THE
                                      REORGANIZATION - Accounting Treatment of
                                      the Reorganization."





                                       2
<PAGE>   13

    Certain  Information Regarding
    GB; GB Certificate of
    Incorporation and Bylaws          As of the Effective Time, the directors
                                      and officers of Glacier immediately prior
                                      to the Effective Time shall be the
                                      directors and officers of GB. Upon
                                      consummation of the Reorganization, in
                                      accordance with the terms of the Merger
                                      Agreement, GB will assume Glacier's
                                      obligations under Glacier's stock plans
                                      and will assume as plan sponsor the
                                      employee benefit plans currently sponsored
                                      by Glacier. GB has made application to
                                      Nasdaq to list the GB Common Stock on the
                                      Nasdaq National Market, and GB will be
                                      identified on the Nasdaq National Market
                                      by Glacier's current symbol, "GBCI".
                                      Davidson Trust Company, the Transfer Agent
                                      and Registrar of Glacier's Common Stock,
                                      will serve in the same capacities for the
                                      GB Common Stock.

                                      The Certificate of Incorporation of GB is
                                      identical in all material respects to the
                                      Certificate of Incorporation of Glacier
                                      (the "Company Articles"), except with
                                      respect to the number of shares of GB's
                                      authorized capital stock. From and after
                                      the Effective Time, the Bylaws of Glacier
                                      as in effect immediately prior to the
                                      Effective Time shall be the bylaws of GB.
                                      See "PROPOSAL II: THE REORGANIZATION -
                                      Certain Information Regarding GB" and " -
                                      GB Certificate of Incorporation and
                                      Bylaws."

    Description of GB Capital Stock   GB's authorized capital stock consists of
                                      15,000,000 shares of common stock, par
                                      value $.01 per share, and 1,000,000 shares
                                      of preferred stock, par value $.01 per
                                      share. Except with respect to the number
                                      of authorized shares, the capital stock of
                                      GB and the rights and preferences of the
                                      holders thereof are identical to the
                                      capital stock of Glacier. See "PROPOSAL
                                      II: THE REORGANIZATION - Description of GB
                                      Capital Stock."





                                       3

<PAGE>   14

                        PROPOSAL I: ELECTION OF DIRECTORS

GENERAL

        The Certificate of Incorporation of Glacier provides that the Board of
Directors shall be divided into three classes as nearly equal in number as
possible, and that the members of each class shall be elected for terms of three
years and until their successors are elected and qualified, with one of the
three classes of directors to be elected each year. The Bylaws provide that
there shall be a minimum of seven (7) and a maximum of twelve (12) directors,
the exact number to be determined by resolution of the Board. The Bylaws further
allow that by resolution, the Board may be increased or decreased within the
minimum and maximum limits. The number of directors set by the Board is nine.

        At the Annual Meeting, stockholders of Glacier will be asked to elect
three directors of Glacier for a three-year term expiring in 2001 and until
their successors are elected and qualified. The three nominees for election as
directors who were selected by the Nominating Committee of the Board of
Directors are Allen J. Fetscher, John S. MacMillan and F. Charles Mercord, each
of whom currently serve as directors of Glacier. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such person was selected as a nominee for election as a director at the Annual
Meeting, and no director or nominee for director is related to any other
director or executive officer of Glacier by blood, marriage or adoption.

        If any person named as nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors of Glacier. At this time, the Board of Directors knows of no reason
why any of the nominees may not be able to serve as a director if elected. The
election of each of the nominees as a director requires the affirmative vote of
a majority of the outstanding shares of Glacier Common Stock.

        THE BOARD OF DIRECTORS OF GLACIER RECOMMENDS A VOTE FOR ELECTION OF THE
NOMINEES FOR DIRECTOR.

INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS

        The following table sets forth certain information with respect to the
nominees for director for a three-year term expiring in 2001 and the continuing
directors of Glacier. The table includes (i) principal occupations during the
past five years; (ii) the term of office; and (iii) the number and percentage of
shares of Glacier Common Stock beneficially owned by each individual on January
1, 1998. Where beneficial ownership is less than one percent of all outstanding
shares, the percentage is not reflected in the table.

<TABLE>
<CAPTION>
                                                                          AMOUNT AND NATURE OF
                          AGE AS OF                                       BENEFICIAL OWNERSHIP
                          JANUARY 1,                 DIRECTOR  TERM       OF COMMON STOCK AS OF
 NAME                       1998     POSITION         SINCE   EXPIRES        JANUARY 1, 1998(1)
 ----                     ---------- --------        -------- -------     ---------------------
<S>                          <C>                      <C>       <C>         <C>
 NOMINEES FOR DIRECTOR

 Allen J. Fetscher           53      Director         1996      1998        141,882(2.07%)(2)

 John S. MacMillan           61      Chairman,        1977      1998        182,465(2.66%)(3)
                                     President and
                                     Chief Executive
                                     Officer

 F. Charles Mercord          66      Director         1975      1998        139,943(2.04%)(4)
</TABLE>





                                       4
<PAGE>   15

<TABLE>
<CAPTION>
                                                                          AMOUNT AND NATURE OF
                          AGE AS OF                                       BENEFICIAL OWNERSHIP
                          JANUARY 1,                 DIRECTOR  TERM       OF COMMON STOCK AS OF
 NAME                       1998     POSITION         SINCE   EXPIRES        JANUARY 1, 1998(1)
 ----                     ---------- --------        -------- -------     ---------------------
<S>                          <C>                      <C>       <C>         <C>
 CONTINUING DIRECTORS

 Michael J. Blodnick         45      Director,        1993      1999         90,661(1.32%)(5)
                                     Executive Vice
                                     President and
                                     Secretary

 Darrel R. Martin            73      Director         1979      1999        114,358(1.71%)(6)

 Harold A. Tutvedt           68      Director         1983      1999        117,587(1.72%)(7)

 William L. Bouchee          56      Director         1996      2000        136,200(1.99%)

 L. Peter Larson             59      Director         1985      2000        239,664(3.50%)

 Everit A. Sliter            58      Director         1973      2000        166,488(2.43%)(8)
</TABLE>

(1)   Pursuant to rules promulgated by the SEC under the Exchange Act, an
      individual is considered to beneficially own shares of Common Stock if he
      or she has or shares: (1) voting power, which includes the power to vote,
      or direct the voting of the shares; or (2) investment power, which
      includes the power to dispose, or direct the disposition of the shares.
      Unless otherwise indicated, the individual has sole voting and sole
      investment power with respect to such holdings. Stock Split Shares are
      included in the number of issued and outstanding shares of Glacier Common
      Stock for the purposes of all calculations herein.

(2)   Includes 36,153 shares owned by Mr. Fetscher's wife; 29,078 considered
      beneficially held as Trustee for shares held in a trust for the benefit of
      Mr. Fetscher's minor children; and 38,658 held by a family corporation, of
      which Mr. Fetscher is a principal and 1,840 shares options.

(3)   Includes 18,645 shares owned jointly with Mr. MacMillan's wife; 36,543
      owned by Mr. MacMillan's wife; 45,546 shares held for Mr. MacMillan's
      account in Glacier's Pension and Profit Sharing Plans; 2,206 held in an
      IRA account for the benefit of Mr. MacMillan; and 12,766 shares which may
      be acquired within 60 days by the exercise of stock options.

(4)   Includes 90,642 shares held in an IRA for the benefit of Mr. Mercord;
      26,119 shares owned by Mr. Mercord's wife; and 13,282 shares which could
      be acquired by the exercise of stock options.

(5)   Includes 34,184 shares held jointly with Mr. Blodnick's wife; 34,812
      shares owned by Mr. Blodnick's wife; 1,204 shares which Mr. Blodnick is
      custodian for his children; 7,595 shares held for Mr. Blodnick's account
      in Glacier's Pension and Profit Sharing Plans; and 12,866 shares which
      could be acquired within 60 days by the exercise of stock options.

(6)   Includes 45,523 shares owned by Mr. Martin's wife; 2,967 in an IRA account
      for the benefit of Mr. Martin; and 13,282 shares which could be acquired
      within 60 days by the exercise of stock options.

(7)   Includes 63,056 shares owned jointly with Mr. Tutvedt's wife, 2,668 shares
      owned by Mr. Tutvedt's wife; 33,624 held jointly with brother; 2,838
      shares held in an IRA account for the benefit of Mr. Tutvedt; 7,119 shares
      held jointly by Mr. Tutvedt's wife and daughter; and 8,282 shares which
      could be acquired within 60 days by the exercise of stock options.





                                       5
<PAGE>   16

(8)   Includes 65,670 shares held jointly with Mr. Sliter's wife; 20,983 shares
      owned by Mr. Sliter's wife; 18,738 shares owned by Mr. Sliter's children;
      34,154 shares held in an IRA account for the benefit of Mr. Sliter; 3,338
      shares held in Glacier's SEP; and 13,282 shares which could be acquired
      within 60 days by the exercise of stock options.

STOCKHOLDER NOMINATIONS

        Section 4.15 of Glacier's Bylaws governs nominations for election to the
Board of Directors and requires all nominations by stockholders to be made in
compliance with the notice provisions in that section. Written notice of a
stockholder nomination for an election to be held at an annual meeting must be
given either by personal delivery or by United States mail, postage prepaid to
the Secretary of Glacier not later than sixty days prior to the anniversary date
of the mailing of proxy materials by Glacier in connection with the immediately
preceding annual meeting. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the stockholder is a
holder of record of stock of Glacier entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC; and
(e) the consent of each nominee to serve as a director of Glacier if so elected.
The presiding officer of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedures. Glacier did not
receive any stockholder nominations for director in connection with the upcoming
Annual Meeting.

BACKGROUND OF DIRECTORS

        MICHAEL J. BLODNICK is the Executive Vice President and Secretary of
Glacier; the President and a director of Glacier Bank, a subsidiary of Glacier,
Glacier Bank of Whitefish, a subsidiary of Glacier ("GBW"); Executive Vice
President of Glacier Bank of Eureka, a subsidiary of Glacier ("GBE"); and a
director of First Security Bank of Missoula, a subsidiary of Glacier ("FSB").
Mr. Blodnick has been employed by Glacier Bank since 1978.

        WILLIAM L. BOUCHEE has served as the President and Chief Executive
Officer of FSB since 1991. Mr. Bouchee is also a director of FSB and was
appointed to the Board of Directors of Glacier and Glacier Bank in December
1996.

        ALLEN J. FETSCHER was appointed to the Board of Directors of Glacier and
Glacier Bank in December 1996. Mr. Fetscher also serves as the Chairman of FSB.
Mr. Fetscher is the President of Fetscher's Inc. He is also the Vice President
of American Public Land Exchange Co., Inc. and the owner of Associated Agency, a
company involved in real estate.

        L. PETER LARSON has been the President of American Timber Company since
1978 and also serves as a director of Glacier Bank and GBE. Mr. Larson is also
President and CEO of L. Peter Larson Co. and Glacier Gold Compost, as well as a
Partner and CEO of American Stud Co. and Larson and Sparkling Co.

        JOHN S. MACMILLAN, who joined Glacier Bank in 1967, has been Chairman,
President and Chief Executive Officer of Glacier since January 1, 1993 and is
also Chairman of each of Glacier Bank, GBW and GBE and a director of FSB. Prior
to that he served as President and Chief Executive Officer of Glacier Bank from
January 1993 to January 1997, President and Chief Operating Officer of Glacier
Bank from 1989 to January 1993, and as Executive Vice President of Glacier Bank
from 1979 to 1989.

        DARREL R. MARTIN is a retired independent businessman. Mr. Martin is
also a director of Glacier Bank and also serves on the Board of Directors of
Winter Sports, Inc.

        F. CHARLES MERCORD served as President and Managing Officer of Glacier
Bank from 1977 to 1989 and as Chairman and Chief Executive Officer of Glacier
Bank from 1989 until December 1992. He also served as Chairman and Chief
Executive Officer of Glacier from 1990 until December 1992. Mr. Mercord, who
joined Glacier Bank in 1961, is also a director of Glacier Bank.

        EVERIT A. SLITER has been a partner of Jordahl & Sliter, a certified
public accounting firm since 1965 and is also a director of Glacier Bank.

        HAROLD A. TUTVEDT is the owner of Harold Tutvedt Farm and is also a
director of Glacier Bank.





                                       6
<PAGE>   17

BOARD MEETINGS AND COMMITTEES

        The Board of Directors of Glacier met 16 times during the year ended
December 31, 1997. Each of the present directors attended at least 75% of the
meetings of the Board of Directors held in 1997. The Board of Directors has
established standing committees of the Board of Directors that include an Audit
Committee and a Compensation Committee.

        Each member of the Board of Directors of Glacier also currently serves
as a member of the Board of Directors of Glacier Bank, which meets monthly and
may have special meetings.

        The Audit Committee consists of six non-employee members of the Board of
Directors of Glacier, whose members include: Messrs. Fetscher, Larson, Martin,
Mercord, Sliter (Chairman) and Tutvedt. The Audit Committee meets annually with
Glacier's independent auditor to review the audit and reports, and evaluate
internal controls, and at such other times as are necessary or appropriate. The
Audit Committee met eleven times during 1997.

        The Compensation Committee consists of six non-employee members of the
Board of Directors of Glacier whose members include: Messrs. Fetscher, Larson,
Martin, Mercord, Sliter and Tutvedt (Chairman). The responsibilities of the
Compensation Committee include reviewing management compensation, investigating
new and different forms of compensation and making recommendations on
compensation to the Board of Directors. The Compensation Committee met three
times during 1997.

        The Board of Directors of Glacier acts as The Nominating Committee for
selecting nominees for election as directors. The Nominating Committee met once
during 1997.

COMPENSATION OF DIRECTORS

        Board Fees. Each director earns $1,350 per month for services as a
member of the Board of Directors of Glacier and Glacier Bank. However, directors
who are employed by Glacier receive no additional compensation for their
services as members of the Board.

        Directors' Stock Option Plan. In 1994, the Board of Directors and
Shareholders of Glacier adopted the 1994 Directors' Stock Option Plan (the
"Plan") for outside directors. Under the Plan, 50,000 shares of Glacier Common
Stock were reserved for issuance upon the exercise of nonqualified stock options
granted to non-employee directors of Glacier and each Subsidiary Bank. Under the
Plan, each such director was granted an option to purchase 5,000 shares of
Glacier Common Stock at a per share price equal to the fair market value of a
share of such stock on the date of grant, which was $19.75 per share (in each
case as adjusted for subsequent stock dividends). Each option granted under the
Plan expires upon the earlier of five years following the date of grant or three
years following the date the optionee ceases to be a director, except in the
event of death, in which case the period is one year from the date of death. In
1997, options to purchase a total of 7,840 shares of Glacier's Common Stock were
granted to directors and 7,847 shares were issued pursuant to the exercise of
options.







                                       7
<PAGE>   18

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

        The following table sets forth information with respect to the executive
officers who are not directors or nominees for director of Glacier. All
executive officers are elected annually by the Board of Directors and serve at
the discretion of the Board of Directors.

<TABLE>
<CAPTION>
                                                                          Amount and Nature of
                                                                         Beneficial Ownership of
                                                                            Common Stock as of
Name and Age                    Position                                    January 1, 1998(1)
------------                    --------                                 -----------------------
<S>                             <C>                                       <C>      
Joan L. Holling, 57             Senior Vice President and Assistant             63,912(2)
                                Secretary of Glacier and Glacier Bank;
                                employed since 1974

James H. Strosahl, 55           Senior Vice President and Chief                 24,493(3)
                                Financial Officer of Glacier and
                                Glacier Bank; employed since 1993

Stephen J. Van Helden, 48       Treasurer of Glacier and Executive              85,084(4)
                                Vice President of Glacier Bank;
                                employed since 1974

Martin E. Gilman, 52            Senior Vice President of Glacier and            40,492(5)
                                Glacier Bank; employed since 1973

Directors and executive                                                   1,546,196(22.58%)(6)
officers as a group (thirteen
(13) persons)
</TABLE>

---------------------

(1)   Stock Split Shares are included in the number of issued and outstanding
      shares of Glacier Common Stock for the purposes of all calculations
      herein.

(2)   Includes 37,409 shares held jointly with Ms. Holling's husband, with whom
      voting and dispositive power is shared; 11,148 shares held jointly in a
      margin account with Ms. Holling's daughters; 6,078 shares held in
      Glacier's Pension & Profit Sharing Plans; and 6,600 shares which could be
      acquired within 60 days by the exercise of stock options.

(3)   Includes 4,992 shares held jointly with Mr. Strosahl's wife with whom
      voting and dispositive power is shared; 8,714 shares held in an IRA
      account; and 6,600 shares which could be acquired within 60 days by the
      exercise of stock options

(4)   Includes 38,241 shares held jointly with Mr. Van Helden's wife with whom
      voting and dispositive power is shared; 35,743 shares held in Glacier's
      Pension and Profit Sharing Plans; 400 held by Mr. Van Helden's minor
      children and 6,600 shares which could be acquired within 60 days by the
      exercise of stock options.

(5)   Includes 196 shares held jointly with Mr. Gilman's wife with whom voting
      and dispositive power is shared; 33,765 shares held in Glacier's Pension
      and Profit Sharing Plans; 3,561 shares held by a family corporation, of
      which Mr. Gilman is a principal; and 2,970 shares which could be acquired
      within 60 days by the exercise of stock options.

(6)   Includes 85,604 shares which could be acquired within 60 days from the
      Voting Record Date by all officers and directors as a group (thirteen
      persons) by the exercise of stock options granted pursuant to Glacier's
      stock option plans.

BENEFICIAL OWNERS

        The following table includes information concerning the only persons or
entities, including any "group" as that term is used in Section 13(d) (3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), who or which
was known to Glacier to be the beneficial owner of more than 5% of the issued
and outstanding Common Stock on the Voting Record Date.





                                       8
<PAGE>   19

<TABLE>
<CAPTION>
                                        Amount and Nature
Name and Address of                      of Beneficial
Beneficial Owner                          Ownership(1)              Percent of Class
-------------------                     -----------------           ----------------
<S>                                        <C>                            <C> 
T. Rowe Price Associates, Inc.             562,500(2)                     8.2%
100 E. Pratt Street
Baltimore, Maryland  21202
</TABLE>

(1)   Pursuant to rules promulgated by the Securities and Exchange Commission
      ("SEC") under the Exchange Act, a person or entity is considered to
      beneficially own shares if the person or entity has or shares (i) voting
      power, which includes the power to vote or to direct the voting of the
      shares, or (ii) investment power, which includes the power to dispose or
      direct the disposition of the shares. Stock Split Shares are included in
      the number of issued and outstanding shares of Glacier Common Stock for
      the purposes of all calculations herein.

(2)   Based on an amended Schedule 13G filed under the Exchange Act. These
      securities are owned by various individual and institutional investors
      including the T. Rowe Price Small Cap Fund, Inc., (which owns 352,700
      shares, representing 5.1% of the outstanding shares), which T. Rowe Price
      Associates, Inc. ("Price Associates") serves as investment adviser with
      power to direct investments and/or sole power to vote the securities. For
      purposes of the reporting requirements of the Exchange Act, Price
      Associates is deemed to be a beneficial owner of such securities; however,
      Price Associates expressly disclaims that it is, in fact, the beneficial
      owner of such securities.

CERTAIN TRANSACTIONS

        Jordahl & Sliter, a certified public accounting firm in which Everit A.
Sliter is a partner, performs tax services for Glacier in the ordinary course of
business. Glacier believes that these services have been provided on terms which
are no less favorable than which could have been obtained in dealings with
non-affiliates and that any future transactions will be conducted on such basis.
















                                       9

<PAGE>   20

                             EXECUTIVE COMPENSATION

        The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by Glacier for the year ended
December 31, 1997 for services rendered in all capacities during the last three
fiscal years to the Chief Executive Officer and the most highly compensated
executive officers of Glacier whose total compensation during the last fiscal
year exceeded $100,000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
============================================================================================================
                                                                           Long Term
                                       Annual Compensation               Compensation
                               ------------------------------------- -------------------
                                                                       Awards    Payouts
                                                                     ----------  -------
                                                                     Securities
Name and                                              Other Annual   Underlying   LTIP       All Other
Principal Position      Year   Salary(1)  Bonus(2)   Compensation(3)   Options   Payouts  Compensation(4)(5)
------------------------------------------------------------------------------------------------------------
<S>                     <C>    <C>       <C>                <C>       <C>         <C>          <C>    
John S. MacMillan       1997  $189,616   $ 80,000           0         8,475       0            $46,426
  President and Chief   1996   179,615    110,000           0         6,523       0             23,588
  Executive Officer     1995   170,000    100,000           0           0         0             39,770
------------------------------------------------------------------------------------------------------------
Michael J. Blodnick     1997  $164,423    $50,000           0         8,475       0            $41,707
  Executive Vice        1996   148,846     75,000           0         6,523       0             20,857
  President and         1995   119,135     60,000           0           0         0             23,338
  Secretary
------------------------------------------------------------------------------------------------------------
William L. Bouchee      1997  $106,692    $18,739           0           0         0            $19,211
  President, First
  Security Bank
------------------------------------------------------------------------------------------------------------
James H. Strosahl       1997   $76,729    $28,000           0         5,650                    $16,825
  Senior Vice           1996    69,934     32,500           0         4,440       0             13,905
  President Chief       1995    63,655     25,000           0           0         0             11,440
  Financial Officer
------------------------------------------------------------------------------------------------------------
Stephen J. Van Helden   1997   $84,938    $30,000           0         8,475       0            $17,146
  Senior Vice President 1996    77,346     40,000           0         4,400       0             17,362
  Treasurer             1995    70,722     35,000           0           0         0             13,674
============================================================================================================
</TABLE>

---------------

(1)   Includes $87,404, $10,000, and $7,000 deferred by Messrs. MacMillan,
      Blodnick and Strosahl, respectively, pursuant to Glacier's Deferred
      Compensation Plan.

(2)   Does not include amounts attributable to miscellaneous benefits received
      by executive officers, including the use of Company-owned automobiles and
      the payment of certain club dues. In the opinion of management of Glacier
      the costs to Glacier of providing such benefits to any individual
      executive officer during the year ended December 31, 1997 did not exceed
      the lesser of $50,000 or 10% of the total of annual salary and bonus
      reported for the individual.

(3)   Includes awards granted pursuant to Glacier's 1989 Incentive Stock Option
      Plan.

(4)   Includes amounts allocated or paid by Glacier during the year ended
      December 31, 1997 on behalf of Messrs. MacMillan, Blodnick, Bouchee,
      Strosahl, and Van Helden pursuant to Glacier's noncontributory defined
      contribution "Money Purchase" Pension Plan, Profit Sharing and SERP/401(k)
      Plan in the amounts of $42,916, $40,837, $17,772, $15,880, and $16,725,
      respectively.

(5)   Includes life insurance premiums paid by Glacier during the year ended
      December 31, 1997 on behalf of Messrs. MacMillan, Blodnick, Bouchee,
      Strosahl, and Van Helden in the amounts of $3,510, $870, $1,439, $945, and
      $421, respectively.






                                       10
<PAGE>   21

OPTION GRANTS IN LAST FISCAL YEAR

        The following table sets forth certain information concerning individual
grants of stock options pursuant to Glacier's stock option plans awarded to the
named executive officers during the year ended December 31, 1997.


                     STOCK OPTION GRANTS IN LAST FISCAL YEAR


<TABLE>
<CAPTION>
================================================================================================
                                                                          Potential Realizable
                                                                                  Value
                                                                            at Assumed Annual
                           Individual Grants                                      Rates
                                                                             of Stock Price
                                                                              Appreciation
                                                                           for Option Term(3)
------------------------------------------------------------------------------------------------
                        Number of
                        Securities     % of Total
                        Underlying      Options
                         Options        Granted     Exercise   Expiration
        Name           Granted (1)    to Employees  Price(2)      Date       5%        10%
------------------------------------------------------------------------------------------------
<S>                       <C>             <C>        <C>        <C>        <C>       <C>    
John S. MacMillan         8,475           5.3%       $16.00     1-29-02    $37,460   $82,800
------------------------------------------------------------------------------------------------
Michael J. Blodnick       8,475           5.3%       $16.00     1-29-02    $37,460   $82,800
------------------------------------------------------------------------------------------------
William L. Bouchee        8,475           5.3%       $16.00     1-29-02    $37,460   $82,800
------------------------------------------------------------------------------------------------
James H. Strosahl         5,650           3.5%       $16.00     1-29-02    $24,793   $55,200
------------------------------------------------------------------------------------------------
Stephen J. Van            8,475           5.3%       $16.00     1-29-02    $37,460   $82,800
Helden
================================================================================================
</TABLE>

---------------

(1)   The options were granted on January 29, 1997 and vest over two years from
      the date of grant.

(2)   The exercise price was based on the market price of Glacier Common Stock
      on the date of grant.

(3)   The potential realizable value portion of the foregoing table illustrates
      values that might be realized upon exercise of the options immediately
      prior to the expiration of their term based upon the assumed compounded
      rates of appreciation in the value of Glacier Common Stock as specified in
      the table over the term of the options. These amounts do not take into
      account provisions of the options providing for termination of the option
      following termination of employment or nontransferability.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

        The following table sets forth certain information concerning exercises
of stock options pursuant to Glacier's stock option plans by the named executive
officers during the year ended December 31, 1997 and stock options held at year
end.

<TABLE>
<CAPTION>
===============================================================================================
                       AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                  AND YEAR END OPTION VALUES
-----------------------------------------------------------------------------------------------
                                                   Number of                 Value of       
                      Shares                      Unexercised         Unexercised Options at
                    Acquired                 Options at Year End           Year End(1)      
                       on         Value     ------------------------ --------------------------
       Name         Exercise    Realized    Exercisable Unexercisabl Exercisable  Unexercisable
-----------------------------------------------------------------------------------------------
<S>                   <C>         <C>          <C>         <C>         <C>          <C>     
John S. MacMillan     7,000       $51,270      2,983       18,262      $40,606      $184,461
-----------------------------------------------------------------------------------------------
Michael J. Blodnick   6,900       $70,109      3,083       18,262      $41,967      $184,461
-----------------------------------------------------------------------------------------------
William L. Bouchee      0            0         6,891       13,644      $165,384     $191,856
-----------------------------------------------------------------------------------------------
James H. Strosahl     4,991       $55,089        0         12,250         $0        $123,790
-----------------------------------------------------------------------------------------------
Stephen J. Van Helden 2,489       $29,520        0         15,075         $0        $146,406
===============================================================================================
</TABLE>





                                       11
<PAGE>   22

(1)   The average of the high and low sales prices of a share of Common Stock as
      reported on the Nasdaq National Market on December 31, 1997 was $24.00.

EMPLOYMENT AGREEMENTS

        On October 28, 1994, Glacier and Glacier Bank, following approval of the
Board of Directors, entered into an employment agreement (the "Agreement") with
Mr. MacMillan. The Agreement, which replaces Mr. MacMillan's prior employment
agreement with Glacier, terminates annually on March 15th (the anniversary date)
and is renewable on an annual basis on the anniversary date, and each
anniversary date thereafter, upon recommendation of the Board of Directors,
unless certain advance notice is given, or upon a change in control (as
defined), in which case the Agreement is automatically extended for an
additional 3 years. Under the Agreement, Mr. MacMillan is entitled to receive a
minimum annual base salary (currently $200,000), which may be adjusted, as
appropriate, by the Compensation Committee. The Agreement provides that,
subsequent to a change in control, if Mr. MacMillan is discharged otherwise than
for cause (as defined) or resigns for good reason, e.g., a significant
diminution of responsibility or adverse change in working conditions, then he is
entitled to his full compensation for three years.

        Glacier and Glacier Bank entered into agreements with each of Messrs.
Blodnick, Strosahl and Van Helden. These agreements are for an initial one year
term, which is extended each year for an additional year upon the review and
approval of the Boards of Directors of Glacier and Glacier Bank, and provides
for severance benefits payable to Messrs. Blodnick, Strosahl and Van Helden if
either parties are improperly terminated or voluntarily terminates his or her
employment for good reason following a change in control of Glacier. Messrs.
Blodnick, Strosahl and Van Helden are entitled to receive annual salaries,
(currently $167,000, $84,700, and $89,476, respectively), which may be adjusted,
as appropriate, by the Compensation Committee. In the event of termination after
a change in control, as defined in the agreement, Mr. Blodnick would be entitled
to receive three times his annual compensation, payable over 36 months, and each
of Messrs. Strosahl and Van Helden would be entitled to receive two times his
annual compensation payable over 24 months.

        On August 9, 1996, First Security entered into a three-year employment
agreement with Mr. Bouchee that provides for severance benefits payable to Mr.
Bouchee if he should be improperly terminated or voluntarily terminates his
employment for good reason following a change in control. Mr. Bouchee is
entitled to receive an annual salary, (currently $128,256), which may be
adjusted, as appropriate, by the Compensation Committee. In the event of
termination after a change in control, as defined in the agreement, Mr. Bouchee
would be entitled to receive an amount equal to one year's annual compensation,
payable in one lump sum, and certain other benefits for a year following
termination.

DEFERRED COMPENSATION PLAN

        In December, 1995, the Board of Directors adopted a Deferred
Compensation Plan ("DCP") for directors and certain officers and key employees,
as designated by resolution of the Board of Directors. The DCP generally
provides for the deferral of certain taxable income earned by participants in
the DCP. Non-employee directors may elect to have any portion of his or her
director's fees deferred. Designated officers or key employees may elect to
defer annually under the DCP up to 25% of his or her salary to be earned in the
calendar year, and up to 100% of any cash bonuses.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

        In December, 1995, the Board of Directors adopted a nonqualified and
nonfunded Supplemental Executive Retirement Plan ("SERP") for senior executive
officers. The SERP is intended to supplement payments due to participants upon
retirement under Glacier's other qualified plans. The SERP generally provides
that Glacier will credit qualified participants' account on an annual basis, an
amount equal to employer contributions that would have otherwise been allocated
to the executive's accounts under the tax-qualified plans were it not for
limitations imposed by the Internal Revenue Service, or participation in the
deferred compensation plan. Messrs. MacMillan, Blodnick and Strosahl are the
only participants in the SERP. Messrs. MacMillan, Blodnick and Strosahl received
an allocation under the plan in the amounts of $22,416, $20,337, and $1,787
respectively, for the fiscal year 1997.

1989 INCENTIVE STOCK OPTION PLAN

        In 1989, the Board of Glacier's predecessor adopted and the shareholders
approved the 1989 Incentive Stock Option Plan (the "1989 Plan") which authorized
the grant and issuance of 316,151 shares of Common Stock (as adjusted for
subsequent stock splits and dividends) to key employees of Glacier. The 1989
Plan provides for the grant of both Non-Statutory and





                                       12
<PAGE>   23

Incentive Stock Options which are exercisable for 5 years from the date of
grant. At December 31, 1997, all options to purchase shares under the 1989 Plan
have been granted and no shares remain available for future grants. The 1989
Plan was supplemented by the 1995 Employee Stock Option Plan as described below.

1995 EMPLOYEE STOCK OPTION PLAN

        At the 1995 Annual Meeting, the shareholders adopted the 1995 Employee
Stock Option Plan (the "1995 Plan"). The 1995 Plan is administered by the Board
of Directors (or a Committee appointed by the Board). It allows additional stock
options to be granted to key employees of Glacier in any combination up to an
aggregate of 279,768 shares of Glacier Common Stock, subject to appropriate
adjustments for any stock splits, stock dividends, or other changes in the
capitalization of Glacier. The 1995 Plan provides for the issuance of options
which qualify as "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, and nonqualified stock options.

        As of December 31, 1997, options to purchase an aggregate of 200,117
shares (as adopted) have been granted, no shares have been issued pursuant to
the exercise of stock options and 261,500 shares remain available for further
grant.

REPORT OF THE COMPENSATION COMMITTEE

        The Compensation Committee of the Board of Directors of Glacier is
composed of Committee Chairperson Harold Tutvedt, Everit A. Sliter, Darrel R.
Martin, F. Charles Mercord, L. Peter Larson and Allen J. Fetscher.

        Glacier, acting through the Committee, believes compensation of its
Executives and other key personnel should reflect and support the goals and
strategies of Glacier.

        The Committee's objectives in determining executive compensation are to
attract, reward and retain key executive officers; and to motivate executive
officers to perform to the best of their abilities and to achieve short-term and
long-term corporate objectives that will contribute to the overall goal of
enhancing stockholder value. To further these objectives, the Committee has
adopted the following policies:

        o  Glacier will compensate competitively with the practices of peer
           groups, and like performing financial companies;

        o  Performance at the corporate, subsidiary and individual executive
           officer level will determine a significant portion of compensation;
           with due regard to financial performance relative to peer groups;

        o  The attainment of realizable but challenging objectives will
           determine performance-based compensation; and

        o  Glacier will encourage executive officers to hold substantial,
           long-term equity stakes in Glacier so that the interest of executive
           officers will coincide with the interest of stockholders -
           accordingly stock options will constitute a significant portion of
           compensation.

        Elements of Glacier's compensation of executive officers are: (1) Base
salary and bonuses, (2) Incentive compensation in the form of stock options
granted under Glacier's 1995 Incentive Stock Option Plan, (3) Salary Deferral
Plan, and (4) Other compensation and employee benefits generally available to
all employees of Glacier, such as health, life and long term disability
insurance and employee contributions under Glacier's 401-K and Pension Plans.

        The Committee believes Glacier's goals are best supported by attracting
and retaining well-qualified executive officers and other personnel through
competitive compensation arrangements, with emphasis on rewards for outstanding
contributions to Glacier's success, with a special emphasis on aligning the
interests of executive officers and other personnel with those of Glacier's
shareholders.

                        EXECUTIVE COMPENSATION COMMITTEE

     Harold Tutvedt (Chairperson)  o  Everit A. Sliter  o  Darrel R. Martin
          F. Charles Mercord  o  Allen J. Fetscher  o  L. Peter Larson






                                       13
<PAGE>   24


                                PERFORMANCE GRAPH

        The following graph compares the yearly cumulative total return of the
Common Stock over a five-year measurement period with (i) the yearly cumulative
total return on the stocks included in the Standard & Poor's ("S&P") 500
Composite Index (ii) the SNL Bank Index comprised of banks between $500M-$1B;
and (iii) the yearly cumulative total return on the stocks included in the
Montgomery Securities' Western Bank Monitor Industry Proxy Index. All of these
cumulative returns are computed assuming the reinvestment of dividends at the
frequency with which dividends were paid during the applicable years.

           -----------------------------------------------------------
                     GLACIER BANCORP STOCK PRICE PERFORMANCE
           -----------------------------------------------------------









<TABLE>
<CAPTION>
                                                          PERIOD ENDING
                               ------------------------------------------------------------------------
INDEX                           12/31/92    12/31/93     12/31/94    12/31/95    12/31/96    12/31/97
-------------------------------------------------------------------------------------------------------
<S>                             <C>          <C>         <C>         <C>         <C>         <C>    
GLACIER BANCORP, INC.           $100.00      $120.37     $108.06     $150.44     $206.13     $323.75
S&P 500                         $100.00      $110.08     $111.53     $153.44     $188.52     $251.44
SNL $500M-$1B BANK INDEX        $100.00      $125.46     $133.93     $177.82     $222.29     $361.35
WESTERN BANK MONITOR            $100.00      $120.33     $124.32     $177.53     $220.20     $403.99
</TABLE>





                                       14

<PAGE>   25

                              EMPLOYEE LOAN PROGRAM

        Federal regulations require that all loans or extensions of credit to
executive officers and directors of Glacier and the State Banks must be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other nonaffiliated
persons and must not involve more than the normal risk of repayment or present
other unfavorable features. The regulations authorize that a bank may make
extensions of credit pursuant to a benefit or compensation program that (i) is
available to all employees of the bank or its affiliates; and (ii) does not give
preference to any insider over other employees of the bank or its affiliates.
The regulations govern the amount of credit that a bank may extend to an
insider, and, in those instances where the loan exceeds the allowed limit,
requires that (i) the loan be approved by a majority of the board of directors;
and (ii) the insider abstain from participating directly or indirectly in the
voting.

        Glacier has adopted an Employee Loan Program, providing that loans be
made to executive officers and directors and all other employees of Glacier and
its subsidiaries on equal terms. Set forth below is certain information as of
December 31, 1997 relating to loans which, in the aggregate, exceed $60,000 and
which were made on preferential terms, as explained above, to executive officers
and directors of Glacier. All loans are secured by real estate, except as noted.
The table does not include loans which have been made on the same terms,
including interest rates and collateral, as those made to non-affiliated parties
and which in the opinion of management do not involve more than the normal risk
of repayment or present other unfavorable features.

<TABLE>
<CAPTION>
                                          Largest Aggregate
                                            Amount during
                             Nature of     January 1, 1997
                            Transaction           to          Balance at      Interest    Note Rate at
        Name                     and         December 31,    December 31,     Rate to     December 31,
                            Indebtedness        1997             1997         Employee       1997
------------------       -----------------   ------------    ------------     --------    ------------
<S>                      <C>                   <C>             <C>             <C>           <C>   
F. Charles Mercord       First Mortgage on     150,000         147,338         5.74%(1)      6.875%
                         primary residence

Everit A. Sliter,        First Mortgage on      91,510          86,427         5.70%(1)      8.30%
Director                 primary residence

James H. Strosahl,       First Mortgage on     175,000         168,029         5.74%(1)      7.91%
Senior Vice President    primary residence
and CFO

Stephen J. Van Helden,   First Mortgage on     150,579         148,115         5.70%(1)      7.79%
Treasurer                primary residence
</TABLE>

----------------
(1)   This reflects borrowing to finance home improvements or to purchase homes
      and is 1% above Glacier Bank's cost of money.


                COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS

        Section 16(a) of 1934 Act, as amended, ("Section 16(a)") requires that
all executive officers and directors of Glacier and all persons who beneficially
own more than 10 percent of Glacier's Common Stock file reports with the SEC
with respect to beneficial ownership of Glacier's securities. Glacier has
adopted procedures to assist its directors and executive officers in complying
with the Section 16(a) filings.

        Based solely upon Glacier's review of the copies of the filings which it
received with respect to the fiscal year ended December 31, 1997, or written
representations from certain reporting persons, Glacier believes that all
reporting persons made all filings required by Section 16(a) on a timely basis,
except that Mr. Blodnick inadvertently failed to file a Form 5 to report a gift
of 75 shares in October 1996. A subsequent Form 5 has been filed to report this
transaction.

                         PROPOSAL II: THE REORGANIZATION

        The following description of the material aspects of the Reorganization
does not purport to be complete and is qualified in its entirety by reference to
the Merger Agreement. Glacier stockholders are being asked to approve the
Reorganization in accordance with the terms of the Merger Agreement, and are
urged to read the Merger Agreement carefully.





                                       15
<PAGE>   26

BACKGROUND

        On April 23, 1997, the Glacier Board declared the Stock Split, effective
as of May 23, 1997, and resolved to pay all fractional shares resulting from
that Stock Split in cash. In reliance upon the Glacier Board's approval of the
Stock Split, but without obtaining approval of the holders of Glacier Common
Stock, Glacier delivered to each of its shareholders of record on May 9, 1997,
an additional stock certificate representing the Stock Split Shares and paid
cash to each shareholder in lieu of any fractional shares.

        After the Stock Split and in the normal course of its business, Glacier
issued additional shares of Glacier Common Stock to certain stock option holders
under Glacier's employee and director stock option plans who had exercised
options. Since May 9, 1997, approximately 64,000 shares of Glacier Common Stock
have been issued by Glacier as a result of the exercises of these options (the
"Option Shares"). As a result of the Stock Split and the issuance of the Option
Shares, Glacier had issued approximately 6,864,000 shares of Glacier Common
Stock as of February 28, 1998.

        On December 30, 1997, Glacier publicly announced an agreement to acquire
Valley Bank of Helena ("VB"), a subsidiary of HUB Financial Corporation ("HUB")
and operate VB as a wholly-owned subsidiary of Glacier. Because HUB does not own
100% of the outstanding shares of VB's common stock, the acquisition of VB will
be accomplished by merging HUB into Glacier, followed by a share exchange with
VB (the "Acquisition"). To effect the Acquisition, Glacier will be required to
issue approximately 620,000 shares of Glacier Common Stock.

        In February of 1998, while preparing its 1997 annual franchise tax
report for filing with the Secretary of State of Delaware (the "Delaware
Secretary"), Glacier identified for the first time a concern that the total
number of issued and outstanding shares of Glacier Common Stock may have
exceeded the number of shares of Common Stock that the Glacier Board was
authorized to issue under the Glacier Certificate. After identifying this
concern, the Glacier Board retained Delaware counsel to assist it in determining
an appropriate course of corrective action.

        After examining the circumstances surrounding the Stock Split, Delaware
counsel confirmed that certain technical deficiencies occurred with the Stock
Split. Glacier has been advised by Delaware counsel that, under Delaware law, a
reclassification of the capital stock of a corporation, such as the Stock Split,
requires the approval of both the board of directors and shareholders and,
thereafter, the corporation must file a certificate of amendment to its
Certificate of Incorporation with the Delaware Secretary. Although the Glacier
Board approved the Stock Split, Glacier inadvertently failed to obtain
shareholder approval of the Stock Split and file the required certificate of
amendment. Delaware counsel has advised the Glacier Board that, as a result of
these technical deficiencies, a substantial question exists under Delaware law
concerning the effectiveness of the Stock Split and the validity of the Stock
Split Shares and the Option Shares.

REASONS FOR THE REORGANIZATION

        Delaware counsel has advised Glacier that it may resolve the technical
deficiencies that occurred in the Stock Split, as well as issues relating to the
validity of the Stock Split Shares and the Option Shares, by effecting the
Reorganization. Delaware counsel also has advised Glacier that the shares of GB
Common Stock issued and outstanding immediately after the effective time of the
Reorganization will be validly issued. Finally, Delaware counsel has advised
Glacier that, if Glacier consummates the Reorganization, it will not be
necessary for Glacier to amend its certificate of incorporation prior to the
Acquisition to authorize the issuance of additional shares of Glacier Common
Stock.

        The Glacier Board confirms the importance of removing any uncertainty
regarding the number of outstanding shares of Glacier Common Stock or the
validity of any such shares. In addition, the Glacier Board recognizes that the
Reorganization, by eliminating the need to call and hold an additional
shareholders' meeting for the sole purpose of authorizing an increase in the
authorized number of shares of Glacier Common Stock, will save Glacier the time
and expense associated with such a meeting. For these reasons, the Glacier Board
has voted unanimously in favor of approving the Reorganization.

        The Glacier Board also determined that it was appropriate to file a
declaratory judgment action in the Court of Chancery of Delaware. Delaware
counsel filed such an action on March 9, 1998, seeking a declaration that the
Reorganization is in compliance with Delaware law and that the shares of GB
Common Stock issued to the former holders of Glacier Common Stock, including to
the holders of the Stock Split Shares and the Option Shares, in connection with
such Reorganization are validly issued.





                                       16
<PAGE>   27

RECOMMENDATION OF THE GLACIER BOARD OF DIRECTORS

        THE GLACIER BOARD UNANIMOUSLY RECOMMENDS THAT ITS STOCKHOLDERS VOTE FOR
APPROVAL OF THE REORGANIZATION AND MERGER AGREEMENT.

BASIC TERMS OF THE MERGER

        The following is a summary of certain provisions of the Merger
Agreement, a copy of which is attached hereto as Appendix A and incorporated
herein by reference. The summary is qualified in its entirety by reference to
the complete text of the Merger Agreement, which provides, among other things,
that:

        (i) Glacier will be merged with and into GB, with GB being the surviving
corporation;

        (ii) each share of Glacier Common Stock outstanding immediately prior to
the Effective Time (including the Stock Split) will automatically be converted
into one share of GB Common Stock;

        (iii) the GB Common Stock presently held by Glacier will canceled; and

        (iv) GB will amend its Certificate of Incorporation to change its name
to "Glacier Bancorp, Inc."

        As a result of the Reorganization, Glacier will cease to have a separate
existence and GB shall continue its existence as a Delaware corporation and
shall conduct its business under the name "Glacier Bancorp, Inc." GB will
succeed to all the rights, duties and obligations of Glacier.

        The Merger Agreement provides that Glacier and GB may by written
agreement amend the Merger Agreement at any time prior the Effective Time, and
that the Merger Agreement may be terminated and abandoned at any time by mutual
consent of the Boards of Directors of Glacier and GB.

EXCHANGE OF STOCK CERTIFICATES

        IF THE REORGANIZATION IS CONSUMMATED, IT WILL NOT BE NECESSARY FOR
HOLDERS OF GLACIER COMMON STOCK TO EXCHANGE THEIR EXISTING STOCK CERTIFICATES
FOR GB COMMON STOCK CERTIFICATES. Holders of Glacier Common Stock automatically
will become holders of GB Common Stock, and their stock certificates
automatically will represent shares of GB Common Stock.

CONDITIONS TO THE REORGANIZATION; REGULATORY APPROVALS

        Consummation of the Reorganization is subject to various conditions. No
assurance can be provided as to whether these conditions will be satisfied or
waived by the appropriate party. Accordingly, there can be no assurance that the
Reorganization will be completed.

        The Reorganization can occur only if the holders of the shares of
Glacier Common Stock approve the transaction. In accordance with Glacier's
Certificate of Incorporation and the Delaware General Corporation Law ("DGCL"),
approval of the Reorganization requires the affirmative vote of the holders of a
majority of the issued and outstanding shares of Glacier Common Stock. However,
due to certain technical deficiencies relating to the Stock Split, the Glacier
Board intends to proceed with the Reorganization only if the Reorganization is
approved by the affirmative vote of the holders of two-thirds of the issued and
outstanding shares of Glacier Common Stock. In the event Glacier's shareholders
do not approve the Reorganization, the Merger Agreement may be terminated by the
Glacier Board. Glacier applied for and received a waiver from the FRB whereby
the FRB approved proceeding with the Reorganization and waived all requirements
for the filing of a formal application.

        Certain conditions must be satisfied or events must occur before the
parties will be obligated to complete the Reorganization. Each party's
obligations under the Merger Agreement are conditioned on satisfaction by the
other parties of their conditions. Some of these conditions are as follows: (a)
any obligations to be performed prior to the Effective Time by either party
under the Merger Agreement have been performed in all material respects; (b)
each party's stockholders have approved the Reorganization; and (c) all required
regulatory or third-party consents or approvals have been received. Either
Glacier or GB may waive any of the other party's conditions, except those that
are required by law (such as receipt of regulatory and stockholder approval.





                                       17
<PAGE>   28

AMENDMENT OR TERMINATION OF MERGER AGREEMENT

        The Merger Agreement may be amended or supplemented at any time by
written agreement of the parties, whether before or after the Meeting. To the
extent permitted under applicable law, the parties may make any amendment or
supplement without further approval of Glacier's stockholders, except amendments
which would reduce the amount or change the form of consideration Glacier's
stockholders will receive in the Reorganization.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

        THE FOLLOWING DISCUSSION IS BASED UPON THE OPINION OF DUANE, MORRIS &
HECKSCHER LLP, SPECIAL COUNSEL FOR GLACIER. THE DISCUSSION IS BASED UPON THE
CODE, TREASURY REGULATIONS THEREUNDER AND ADMINISTRATIVE RULINGS AND COURT
DECISIONS AS OF THE DATE HEREOF. ALL OF THE FOREGOING ARE SUBJECT TO CHANGE, AND
ANY SUCH CHANGE COULD AFFECT THE CONTINUING VALIDITY OF THE DISCUSSION. THE
DISCUSSION DOES NOT ADDRESS THE TAX CONSEQUENCES THAT MAY BE RELEVANT TO A
PARTICULAR SHAREHOLDER SUBJECT TO SPECIAL TREATMENT UNDER CERTAIN FEDERAL INCOME
TAX LAWS, SUCH AS DEALERS IN SECURITIES, BANKS, INSURANCE COMPANIES, TAX-EXEMPT
ORGANIZATIONS, NON-UNITED STATES PERSONS AND SHAREHOLDERS WHO ACQUIRED GLACIER
COMMON STOCK PURSUANT TO THE EXERCISE OF OPTIONS OR OTHERWISE AS COMPENSATION,
NOR ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCALITY OR FOREIGN
JURISDICTION.

        Glacier will receive an opinion from its special counsel, Duane, Morris
& Heckscher LLP, to the effect that for federal income tax purposes: (i) no gain
or loss will be recognized by Glacier as a result of the Merger; (ii) no gain or
loss should be recognized by holders of Glacier Common Stock on the receipt of
GB Common Stock in exchange for their Glacier Common Stock pursuant to the
Merger; (iii) the tax basis of the GB Common Stock received by a holder of
Glacier Common Stock pursuant to the Merger should be the same as the tax basis
of such holder's Glacier Common Stock exchanged therefor; and (iv) the holding
period of the GB Common Stock received by a holder of Glacier Common Stock
pursuant to the Merger should include the holding period of such holder's
Glacier Common Stock exchanged therefor. The opinion will be based on
assumptions, representations made by officers of Glacier to Duane, Morris &
Heckscher LLP and will contain qualifications appropriate to its subject matter.

        The Internal Revenue Service may take the position, however, that
holders who received or purchased shares that were issued in, or subsequent to,
the Stock Split did not have a beneficial ownership interest in Glacier until
the Merger was consummated and, as a result, the holding period in the GB shares
received in the Merger would not begin until the date that the Merger was
consummated. Duane, Morris & Heckscher LLP does not agree with this position. In
rendering its opinion, Duane, Morris & Heckscher LLP has concluded that a holder
of Glacier Common Stock should have a beneficial ownership interest in Glacier
to the extent of the holder's shares of Glacier Common Stock, notwithstanding
any Delaware state law deficiencies that may exist as to shares issued in, or
subsequent to, the Stock Split.

        No rulings have been requested from the Internal Revenue Service as to
the federal income tax consequences of the Merger, the Stock Split or issuance
of the Option Shares. The opinion of Duane, Morris & Heckscher LLP is not
binding on the Internal Revenue Service. Holders of Glacier Common Stock are
urged to consult their own tax advisors as to the particular tax consequences of
the Merger to them, including the effect of state and local taxes.

ACCOUNTING TREATMENT OF MERGER

        The Reorganization will be accounted for as a combination of entities
under common control, which is similar to the pooling-of-interests method of
accounting. Essentially, the Reorganization will not affect the historical cost
or carrying value of Glacier's consolidated financial position or results of
operations.





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<PAGE>   29

CERTAIN INFORMATION REGARDING GB

        Management and Directors.

        As of the Effective Time, the directors and officers of Glacier
immediately prior to the Effective Time shall be the directors and officers of
GB. To the extent that any of the directors or officers of GB are not directors
and officers of Glacier immediately prior to the Effective Time, such officers
and directors shall cease to be officers or directors, as the case may be, as of
the Effective Time.

        Employee Stock Option and Benefit Plans.

        Upon consummation of the Reorganization, in accordance with the terms of
the Merger Agreement, GB will assume Glacier's obligations under the 1995
Employee Stock Option Plan, the 1989 Stock Option Plan and the Employee Stock
Purchase Plan, and the rights to acquire shares of Glacier Common Stock under
such plans shall, upon consummation of the Reorganization, automatically be
converted into the right to acquire shares of GB Common Stock, subject to the
terms of each such plan and the agreements entered into pursuant to any such
plan. A vote in favor of the Reorganization, including the Reorganization, will
constitute approval of GB's assumption of Glacier's obligations under such
plans.

        Upon consummation of the Reorganization, in accordance with the terms of
the Merger Agreement, GB will assume as plan sponsor Glacier's Deferred
Compensation Plan and Supplemental Executive Retirement Plan and all other
material employee benefit plans currently sponsored by Glacier. A vote in favor
of the Reorganization (including the Merger Agreement) will constitute approval
of GB's assumption of such plans.

        Nasdaq National Market Listing.

        GB has made application to Nasdaq to list the GB Common Stock on the
Nasdaq National Market. It is expected that such listing will become effective
at the Effective Time, subject to the rules of Nasdaq, and GB will be identified
on the Nasdaq National Market by Glacier's current symbol, "GBCI."

        Transfer Agent and Registrar.

        Davidson Trust, the Transfer Agent and Registrar of Glacier's Common
Stock, will serve in the same capacities for the GB Common Stock.

GB CERTIFICATE OF INCORPORATION AND BYLAWS

        The Certificate of Incorporation of GB, a copy of which is attached as
Appendix C hereto, is identical in all material respects to the Articles of
Incorporation of Glacier (the "Company Articles"), except with respect to the
number of shares of GB's authorized capital stock. See "Description of GB
Capital Stock" below. In addition, immediately after the Effective Time, GB's
Certificate of Incorporation will be amended to provide that GB's name will be
changed to "Glacier Bancorp, Inc." GB's Certificate of Incorporation is attached
hereto as Appendix, and is hereby incorporated by reference.

        From and after the Effective Time, until altered, amended or repealed in
accordance with applicable law, the Bylaws of Glacier as in effect immediately
prior to the Effective Time shall be the bylaws of GB.

DESCRIPTION OF GB CAPITAL STOCK

        GB's authorized capital stock consists of 15,000,000 shares of common
stock, par value $.01 per share, and 1,000,000 shares of preferred stock, par
value $.01 per share. As of the date of this Prospectus/Proxy Statement, GB had
no shares of preferred stock issued. Like the Glacier Board prior to the Merger,
the GB Board is authorized, without further stockholder action, to issue
preferred stock shares with such designations, preferences and rights as the GB
Board may determine. Except with respect to the number of authorized shares, the
capital stock of GB and the rights and preferences of the holders thereof are
identical to the capital stock of Glacier.





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<PAGE>   30

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE BY STOCKHOLDERS FOR
THE REORGANIZATION. THE BOARD OF DIRECTORS INTENDS TO PROCEED WITH THE
REORGANIZATION ONLY IF THE REORGANIZATION IS APPROVED BY THE VOTE OF THE HOLDERS
OF A TWO-THIRDS OF THE ISSUED AND OUTSTANDING GLACIER COMMON STOCK PRESENT IN
PERSON OR BY PROXY AT THE ANNUAL MEETING.


























                                       20


<PAGE>   31

                           SUPERVISION AND REGULATION

INTRODUCTION

        The following generally refers to certain statutes and regulations
affecting the banking industry. These references provide brief summaries only
and are not intended to be complete. They are qualified in their entirety by the
referenced statutes and regulations. In addition, some statutes and regulations
may exist which apply to and regulate the banking industry, but are not
referenced below.

THE HOLDING COMPANY

GENERAL

        Glacier is a bank holding company, due to its ownership of Glacier Bank,
Glacier Bank of Whitefish, Glacier Bank of Eureka, and First Security Bank of
Missoula, all of which are Montana-state chartered commercial banks, and all of
which are members of the Federal Reserve (collectively, the "State Banks").
Until recently, Glacier was also a savings and loan holding company within the
meaning of the Home Owners' Loan Act ("HOLA") prior to Glacier Bank's conversion
from a federal savings bank to a state-chartered commercial bank and, as such,
was registered with and subject to examination and supervision by the OTS. With
the enactment of the Economic Growth and Regulatory Paperwork Reduction Act of
1996 ("Economic Growth Act"), the OTS no longer supervises a holding company
like Glacier that is registered as a bank holding company. Accordingly, the BHCA
subjects Glacier and each of its subsidiaries to supervision and examination by
the FRB, and the bank holding companies file annual reports of their operations
with the FRB.

BANK HOLDING COMPANY STRUCTURE

        In general, the BHCA limits bank holding company business to owning or
controlling banks and engaging in other banking-related activities. Certain
recent legislation designed to expand interstate branching and relax federal
restrictions on interstate banking may expand opportunities for bank holding
companies (see "Regulation of Banking Subsidiaries - Recent Federal Legislation
Interstate Banking and Branching" below). The Economic Growth Act has relaxed
certain BHCA restrictions on bank holding companies' engagement in permissible
nonbanking activities. However, the impact that this legislation may have on
Glacier and its subsidiaries is unclear at this time.

        Bank holding companies must obtain the FRB's approval before they: (1)
acquire direct or indirect ownership or control of any voting shares of any bank
that results in total ownership or control, directly or indirectly, of more than
5% of the voting shares of such bank; (2) merge or consolidate with another bank
holding company; or (3) acquire substantially all of the assets of any
additional banks. Until late September of 1995, the BHCA also prohibited bank
holding companies from acquiring any such interest in any bank or bank holding
company located in a state other than the state in which bank holding company
was located, unless the laws of both states expressly authorized the
acquisition. Now, subject to certain state laws, such as age and contingency
laws, a bank holding company that is adequately capitalized and adequately
managed may acquire the assets of an out-of-state bank.

        Control of Nonbanks. With certain exceptions, the BHCA also prohibits
bank holding companies from acquiring direct or indirect ownership or control of
voting shares in any company that is not a bank or a bank holding company unless
the FRB determines that the activities of such company are incidental to the
business of banking. When making this determinations, the FRB weighs the
expected benefit to the public, such as greater convenience, increased
competition or gains in efficiency, against the possible adverse effects, such
as undue concentration of resources, decreased or unfair competition, conflicts
of interest or unsound banking practices. The Economic Growth Act amended the
BHCA to eliminate the requirement that a bank holding company seek FRB approval
before engaging de novo in permissible nonbanking activities if the holding
company is well-capitalized and meets other criteria specified in the statute.

        Control Transactions. The Change in Bank Control Act of 1978, as
amended, requires a person (or group of persons acting in concert) acquiring
"control" of a bank holding company to provide the FRB with 60 days' prior
written notice of the proposed acquisition. Following receipt of this notice,
the FRB has 60 days within which to issue a notice disapproving the proposed
acquisition, but the FRB may extend this time period for up to another 30 days.
An acquisition may be completed before expiration of the disapproval period if
the FRB issues written notice of its intent not to disapprove the transaction.
In addition, any "company" must obtain the FRB's approval before acquiring 25%
(5% if the "company" is a bank holding company) or more of the outstanding
shares or otherwise obtaining control over Glacier.





                                       21
<PAGE>   32

TRANSACTIONS WITH AFFILIATES

        Glacier and its subsidiaries are deemed affiliates within the meaning of
the Federal Reserve Act, and transactions between affiliates are subject to
certain restrictions. Accordingly, Glacier and its subsidiaries must comply with
Sections 23A and 23B of the Federal Reserve Act. Generally, Sections 23A and
23B: (1) limit the extent to which the financial institution or its subsidiaries
may engage in "covered transactions" with an affiliate, as defined, to an amount
equal to 10% of such institution's capital and surplus and an aggregate limit on
all such transactions with all affiliates to an amount equal to 20% of such
capital and surplus, and (2) require all transactions with an affiliate, whether
or not "covered transactions," to be on terms substantially the same, or at
least as favorable to the institution or subsidiary, as those provided to a
non-affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar types of
transactions.

REGULATION OF MANAGEMENT

        Federal law: (1) sets forth the circumstances under which officers or
directors of a financial institution may be removed by the institution's federal
supervisory agency; (2) places restraints on lending by an institution to its
executive officers, directors, principal stockholders, and their related
interests; and (3) prohibits management personnel from serving as a director or
in other management positions with another financial institution which has
assets exceeding a specified amount or which has an office within a specified
geographic area.

FIRREA

        The Financial Institution Reform, Recovery and Enforcement Act of 1989
("FIRREA") became effective on August 9, 1989. Among other things, this
far-reaching legislation (1) phased in significant increases in the FDIC
insurance premiums paid by commercial banks; (2) created two deposit insurance
pools within the FDIC, one to insure commercial bank and savings bank deposits
and the other to insure savings association deposits; (3) for the first time,
permitted bank holding companies to acquire healthy savings associations; (4)
permitted commercial banks that meet certain housing-related asset requirements
to secure advances and other federal services from their local Federal Home Loan
Banks; and (5) greatly enhanced the regulators' enforcement powers by removing
procedural barriers and sharply increasing the civil and criminal penalties for
violating statutes and regulations.

TIE-IN ARRANGEMENTS

        Glacier and its subsidiaries cannot engage in certain tie-in
arrangements in connection with any extension of credit, sale or lease of
property or furnishing of services. For example, with certain exceptions,
neither Glacier nor any of its subsidiaries may condition an extension of credit
on either (1) a requirement that the customer obtain additional services
provided by it or (2) an agreement by the customer to refrain from obtaining
other services from a competitor.

        In 1997, the FRB adopted significant amendments to its anti-tying rules
that: (1) removed FRB-imposed anti-tying restrictions on bank holding companies
and their non-bank subsidiaries; (2) allowed banks greater flexibility to
package products with their affiliates; and (3) established a safe harbor from
the trying restrictions for certain foreign transactions. These amendments were
designed to enhance competition in banking and nonbanking products and to allow
banks and their affiliates to provide more efficient, lower cost service to
their customers. However, the impact of the amendments on Glacier and its
subsidiaries is unclear at this time.

STATE LAW RESTRICTIONS

        As a Delaware corporation, Glacier may be subject to certain limitations
and restrictions as provided under applicable Delaware corporate law. Each of
the State Banks, as Montana state-chartered commercial banks, are subject to
supervision and regulation by the Montana Department of Commerce's Banking and
Financial Institutions Division.

SECURITIES REGISTRATION AND REPORTING

        The common stock of Glacier is registered as a class with the SEC under
the Securities Exchange Act of 1934 and thus is subject to the periodic
reporting and proxy solicitation requirements and the insider-trading
restrictions of that Act. The periodic reports, proxy statements, and other
information filed by Glacier under that Act can be inspected and copied at or
obtained from the Washington, D.C., office of the SEC. In addition, the
securities issued by Glacier are subject to the registration requirements of the
Securities Act of 1933 and applicable state securities laws unless exemptions
are available.





                                       22
<PAGE>   33

THE SUBSIDIARIES

GENERAL

        Applicable federal and state statutes and regulations governing a bank's
operations relate, among other matters, to capital requirements, required
reserves against deposits, investments, loans, legal lending limits, certain
interest rates payable, mergers and consolidations, borrowings, issuance of
securities, payment of dividends (see below), establishment of branches, and
dealings with affiliated persons. The FRB and the FDIC have authority to
prohibit banks under their supervision from engaging in what they consider to be
an unsafe and unsound practice in conducting their business.

        Until December 18, 1997, two of Glacier's subsidiaries -- Glacier Bank
of Eureka and Glacier Bank of Whitefish -- were organized as national banking
associations and as such, were subject to primary regulation by the Office of
the Comptroller of the Currency ("OCC"). Additionally, until February 1, 1998,
Glacier Bank was organized as a federal savings bank, and as such was subject to
primary regulation by the Office of Thrift Supervision. All of these Glacier
subsidiaries have been converted to Montana state-charters and are members in
the Federal Reserve System. Accordingly, Glacier's subsidiaries, as well as VB,
are subject to extensive regulation and supervision by the Montana Department of
Commerce's Banking and Financial Institutions Division, and they are also
subject to regulation and examination by the FRB as a result of their membership
in the Federal Reserve System. VB is subject to regulation by the FDIC as a
state non-member commercial bank. The federal laws that apply to Glacier's
banking subsidiaries regulate, among other things, the scope of their business,
their investments, their reserves against deposits, the timing of the
availability of deposited funds and the nature and amount of and collateral for
loans. The laws and regulations governing Glacier's banking subsidiaries
generally have been promulgated to protect depositors and not to protect
stockholders of such institutions or their holding companies.

        The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires federal banking regulators to adopt regulations in a number
of areas to ensure bank safety and soundness, including: internal controls;
credit underwriting; asset growth; management compensation; ratios of classified
assets to capital; and earnings. FDICIA also contains provisions which are
intended to change independent auditing requirements; restrict the activities of
state-chartered insured banks; amend various consumer banking laws; limit the
ability of "undercapitalized banks" to borrow from the FRB's discount window;
and require regulators to perform annual on-site bank examinations and set
standards for real estate lending. FDICIA recapitalized the Bank Insurance Fund
("BIF") and required the FDIC to maintain the BIF and the Savings Association
Fund ("SAIF") at 1.25% of insured deposits by increasing the deposit insurance
premiums as necessary to maintain such ratio. (See "FDIC Insurance" below).

LOANS-TO-ONE BORROWER

        Each of Glacier's banking subsidiaries is subject to limitations on the
aggregate amount of loans that it can make to any one borrower, including
related entities. Applicable regulations generally limit loans-to-one borrower
to 15 to 20% of unimpaired capital and surplus. As of December 31, 1997, each of
Glacier's banking subsidiaries was in compliance with applicable loans-to-one
borrower requirements.

FDIC INSURANCE

        Generally, customer deposit accounts in banks are insured by the FDIC
for up to a maximum amount of $100,000. The FDIC has adopted a risk-based
insurance assessment system under which depository institutions contribute funds
to the BIF and the SAIF based on their risk classification. The FDIC assigns
institutions a risk classification based on three capital groups and three
supervisory groups.

        With the enactment of the Deposit Insurance Funds Act of 1996 ("Funds
Act"), a one-time assessment was imposed on institutions holding SAIF deposits
on March 31, 1995, in an amount necessary for SAIF to reach its 1.25 designated
reserve ratio. Because the deposits of Glacier Bank were insured by the SAIF
until the bank's recent conversion from a savings association to a state bank,
Glacier Bank paid that assessment. In addition to the one-time SAIF assessment,
for the three year period beginning in 1997, the Funds Act subjects BIF-insured
deposits to a Financing Corporation ("FICO") premium assessment on domestic
deposits at one-fifth the premium rate (approximately 1.3 basis points) imposed
on SAIF-insured deposits (approximately 6.5 basis points). In the year 2000,
BIF-insured institutions will be required to share in the payment of the FICO
obligations on a pro-rata basis with all thrift institutions, with annual
assessments expected to equal approximately 2.4 basis points until the year
2017, and to be phased out completely by 2019.





                                       23
<PAGE>   34

        Currently, institutions in the lowest risk category will continue to pay
no BIF premiums, and other institutions will be assessed based on a range of
rates, with those in the highest risk category paying 27 cents for every $100 of
BIF-insured deposits. Rates in the SAIF assessment schedule, previously ranging
from 4 to 31 basis points, have been adjusted by 4 basis points to a range of 1
to 27 basis points. The Funds Act provides for the merger of the BIF and SAIF on
January 1, 1999, only if no thrift institutions exist on that date.

        The FDIC may terminate the deposit insurance of any insured depository
institution if it determines after a hearing that the institution has engaged or
is engaging in unsafe or unsound practices, is in an unsafe or unsound condition
to continue operations, or has violated any applicable law. The insurance may be
terminated permanently, if the institution has no tangible capital. If deposit
insurance is terminated, the accounts at the institution at the time of the
termination, less subsequent withdrawals, will continue to be insured for a
period of six months to two years, as determined by the FDIC.

CAPITAL REQUIREMENTS

        Banks and Bank Holding Companies. The FRB, the FDIC, and the OCC
(collectively, the "Agencies") have established uniform capital requirements for
all commercial banks. Bank holding companies are also subject to certain minimum
capital requirements. A bank that does not achieve and maintain required capital
levels may be subject to supervisory action through the issuance of a capital
directive. In addition, banks must meet certain guidelines concerning the
maintenance of an adequate allowance for loan and lease losses.

        The Agencies' "risk-based" capital guidelines make regulatory capital
requirements more sensitive to differences in risk profiles among banking
organizations, take off-balance sheet exposures into explicit account in
assessing capital adequacy, and minimize disincentives to holding liquid,
low-risk assets. The current guidelines require banks to achieve a minimum total
risk-based capital ratio of 8% and a minimum Tier 1 risk-based capital ratio of
4%. Tier 1 capital includes common stockholders' equity, qualifying perpetual
preferred stock, and minority interests in equity accounts of consolidated
subsidiaries, but excludes goodwill and most other intangibles. Tier 2 capital
includes the excess of any preferred stock not included in the Tier 1 capital,
mandatory convertible securities, subordinated debt and general reserves for
loan and lease losses up to 1.25% of risk-weighted assets.

        The Agencies also have adopted leverage ratio standards that require
commercial banks to maintain a minimum ratio of core capital to total assets
("Leverage Ratio") of 3%. Any institution operating at or near this level should
have well-diversified risk, and in general, be a strong banking organization
without any supervisory, financial or operational weaknesses or deficiencies.
Institutions experiencing or anticipating significant growth would be expected
to maintain capital ratios, including tangible capital positions, well above the
minimum levels (e.g., an additional cushion of at least 100 to 200 basis points,
depending upon the particular circumstances and risk profile).

        The minimum ratio of total capital to risk-adjusted assets required by
the FRB for bank holding companies is 8%. At least one-half of the total capital
must be Tier 1 capital; the remainder may consist of Tier 2 capital. Bank
holding companies are also subject to minimum Leverage Ratio guidelines. These
guidelines provide for a minimum Leverage Ratio of 3% for bank holding companies
meeting certain specified criteria, including achievement of the highest
supervisory rating. All other bank holding companies are required to maintain a
Leverage Ratio which is at least 100 to 200 basis points higher (4 to 5%). These
guidelines provide that banking organizations experiencing internal growth or
making acquisitions are expected to maintain strong capital positions
substantially above the minimum supervisory levels, without significant reliance
on intangible assets.

        Interest-Rate-Risk ("IRR") Component. FDICIA requires the Agencies to
revise their respective risk-based capital standards to ensure that they take
adequate account of interest-rate risk ("IRR"), concentration of credit risk and
the risks of nontraditional activities, as well as reflect the actual
performance and expected risk of loss on multi-family residential loans.

        When evaluating the capital adequacy of a bank, examiners from the
Agencies consider exposure to declines in the economic value of a bank's capital
due to changes in interest rates. A bank may be required to hold additional
capital for IRR if it has significant exposure or a weak interest rate risk
management process. In addition, the Agencies have amended their respective
risk-based capital standards to incorporate a measure for market risk to cover
all positions located in an institution's trading account and foreign exchange
and commodity positions wherever located. The rule effectively requires banks
and bank holding companies with significant exposure to market risk to measure
that risk using their own internal value-at-risk model, subject to the
parameters of the rule, and to hold a sufficient amount of capital to support
the institution's risk exposure. Institutions subject to this rule must have
been in compliance with it by January 1, 1998. The rule applies to any bank or
bank holding company, regardless of size, whose trading activity equals 10% or
more of its total assets, or whose trading activity equals





                                       24
<PAGE>   35

$1 billion or more. The Agencies may require an institution not otherwise
subject to the rule to comply with it for safety and soundness reasons and also
may exempt an institution otherwise subject to the rule from compliance under
certain circumstances.

        Prompt Corrective Action. Under FDICIA, each federal banking agency must
implement a system of prompt corrective action for institutions that it
regulates. In September 1992, the Agencies adopted substantially similar
regulations, which became effective on December 19, 1992, intended to implement
this prompt corrective action system. Under the regulations, an institution is
deemed to be (1) "well capitalized" if it has a total risk-based capital ratio
of 10% or more, a Tier I risk-based capital ratio of 6% or more, a Tier I
leverage capital ratio of 5% or more and is not subject to specified
requirements to meet and maintain a specific capital level for any capital
measure; (2) "adequately capitalized" if it has a total risk-based capital ratio
of 8% or more, a Tier I risk-based capital ratio of 4% or more, a Tier I
leverage capital ratio of 4% or more (3% under certain circumstances) and does
not meet the definition of "well capitalized;" (3) "undercapitalized" if it has
a total risk-based capital ratio of under 8%, a Tier I risk-based capital ratio
of under 4% and a Tier I leverage capital ratio of under 4% (3% under certain
circumstances); (4) "significantly undercapitalized" if it has a total
risk-based capital ratio of under 6%, a Tier I risk-based capital ratio of under
3%, a Tier I leverage capital ratio of under 3%; and (5) "critically
undercapitalized" if it has a ratio of tangible equity to total assets of 2% or
less.

        Increasingly severe restrictions are imposed on the payment of dividends
and management fees, asset growth and other aspects of the operations of
institutions that fall below the category of "adequately capitalized."
Undercapitalized institutions must develop and implement capital plans
acceptable to the appropriate federal regulatory agency. Such plans must require
any company that controls an undercapitalized institution to provide certain
guarantees that the institution will comply with the plan until it is
"adequately capitalized". As of December 31, 1997, none of the State Banks were
subject to any regulatory order, agreement, or directive to meet and maintain a
specific capital level for any capital measure.

RESTRICTIONS ON CAPITAL DISTRIBUTIONS

        Dividends paid to Glacier by its banking subsidiaries are a material
source of Glacier's cash flow. Various federal and state statutory provisions
limit the amount of dividends Glacier's banking subsidiaries are permitted to
pay to Glacier without regulatory approval. FRB policy further limits the
circumstances under which bank holding companies may declare dividends.

        If, in the opinion of the applicable federal banking agency, a
depository institution under its jurisdiction is engaged in or is about to
engage in an unsafe or unsound practice (which, depending on the financial
condition of the institution, may include the payment of dividends), the agency
may require, after notice and hearing, that such institution cease and desist
from such practice. In addition, the FRB and the FDIC have issued policy
statements which provide that insured banks and bank holding companies should
generally pay dividends only out of current operating earnings.

        The State Banks. Montana law imposes the following limitations on the
payment of dividends by Montana state banks: (1) until the bank's surplus fund
is equal to 50% of its paid-up capital stock, no dividends may be declared
unless at least 25% of bank's net earnings for the dividend period have been
carried to the surplus account, and (2) a bank must give notice to the Banking
and Financial Institutions Division before declaring a dividend larger than the
previous two years' net earnings.

FEDERAL HOME LOAN BANK SYSTEM

        All of Glacier's banking subsidiaries are members of the FHLB of
Seattle, which is one of the 13 regional FHLBs that administer the home
financing credit function of savings associations. Each FHLB serves as a reserve
or central bank for its members within its assigned region. It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB System. It makes loans to members (i.e., advances) in accordance with
policies and procedures established by the Board of Directors of the FHLB.

        As members, the respective banking subsidiaries of Glacier must purchase
and maintain stock in the FHLB of Seattle in an amount equal to at least 1% of
its aggregate unpaid residential mortgage loans, home purchase contracts or
similar obligations at the beginning of each year. On December 31, 1997,
Glacier's banking subsidiaries had $10.3 million in FHLB stock, which was
sufficient to comply with this requirement.

        The FHLBs must provide funds for the resolution of troubled savings
associations and contribute to affordable housing programs through direct loans
or interest subsidies on advances targeted for community investment in low- and
moderate-income housing projects. These contributions have adversely affected
the level of FHLB dividends paid and could continue to do so in the future.
These contributions also could have an adverse effect on the value of FHLB stock
in the future. Dividends paid by the





                                       25
<PAGE>   36

FHLB of Seattle to Glacier's banking subsidiaries for the years ended December
31, 1997, 1996 and 1995, totaled $739,000, $620,000 and $425,000, respectively.

FEDERAL RESERVE SYSTEM

        The FRB requires all depository institutions to maintain reserves
against their transaction accounts (primarily checking accounts) and
non-personal time deposits. Currently, reserves of 3% must be maintained against
total transaction accounts of $49.8 million or less (after a $4.2 million
exemption), and an initial reserve of 10% (subject to adjustment by the FRB to a
level between 8% and 14%) must be maintained against that portion of total
transaction accounts in excess of such amount. On December 31, 1997, each of
Glacier's banking subsidiaries was in compliance with applicable requirements.

        The balances maintained to meet the reserve requirements imposed by the
FRB may be used to satisfy applicable liquidity requirements. Because required
reserves must be maintained in the form of vault cash or a non-interest-bearing
account at a Federal Reserve Bank, the effect of this reserve requirement is to
reduce the earning assets of Glacier's banking subsidiaries.

RECENT FEDERAL LEGISLATION

        Interstate Banking and Branching. The Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 ("Interstate Act") permits nationwide
interstate banking and branching. This legislation generally authorizes
interstate branching and relaxes federal law restrictions on interstate banking.
These new interstate banking and branching powers have been phased in and
individual states may "opt out" of certain of these provisions. Accordingly,
states have been able to enact "opting-in" legislation that (1) permits
interstate mergers within their own borders before June 1, 1997, and (2) permits
out-of-state banks to establish de novo branches within the state. Subject to
certain state laws, such as age and contingency laws, bank holding companies may
purchase banks in any state. Additionally, subject to such state laws, beginning
June 1, 1997, banks have been permitted to merge with banks in any other state
as long as the home state of neither merging bank has "opted out." The
Interstate Act requires regulators to consult with community organizations
before permitting an interstate institution to close a branch in a low-income
area.

        As of March 20, 1997, Montana has "opted-out" of the Interstate Act and
prohibited in-state banks from merging with out-of-state banks if the merger
would be effective on or before September 30, 2001. Montana law generally
authorizes the acquisition of an in-state bank by an out-of-state bank holding
company through the acquisition of a financial institution if the in-state bank
being acquired has been in existence for at least 5 years prior to the
acquisition. Banks, bank holding companies, and their respective subsidiaries
cannot acquire control of a bank located in Montana if, after the acquisition,
the acquiring institution, together with its affiliates, would directly or
indirectly control more than 22% of the total deposits of insured depository
institutions and credit unions located in Montana.

        At this time, the full impact that the Interstate Act might have on
Glacier and its subsidiaries is impossible to predict.


                              CERTAIN LEGAL MATTERS

        The validity of the GB Common Stock to be issued in the Reorganization
will be passed upon for Glacier by its Delaware counsel, Duane, Morris &
Hecksher LLP, Wilmington, Delaware. Duane, Morris & Heckscher LLP will also give
an opinion concerning certain tax matters related to the Reorganization.


                                  OTHER MATTERS

        Management is not aware of any business to come before the Annual
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.

        The cost of soliciting proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by Glacier. In addition to solicitation by
mail, directors, officers and employees of Glacier may solicit proxies from the
stockholders of Glacier personally or by telephone or telegram. Brokerage
houses, nominees, fiduciaries and other custodians will be requested by Glacier
to forward soliciting materials to beneficial owners and to obtain proxies from
such beneficial owners and Glacier will reimburse such holders for their
reasonable out-of-pocket expenses in doing so.





                                       26
<PAGE>   37

                              INDEPENDENT AUDITORS

        KPMG Peat Marwick LLP, independent auditors, performed the audit of the
consolidated financial statements for Glacier and the State Banks, for the year
ended December 31, 1997. Representatives of KPMG Peat Marwick LLP will be
present at the Annual Meeting, and will have the opportunity to make a statement
if they so desire. They also will be available to respond to appropriate
questions.


                              STOCKHOLDER PROPOSALS

        Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the 1999 Annual Meeting of
Stockholders of Glacier must be received at the main office of Glacier no later
than November 30, 1998. If such proposal is in compliance with all of the
requirements of Rule 14a-8 of the Exchange Act, it will be included in the Proxy
Statement and set forth on the form of proxy issued for the next Annual Meeting
Of Stockholders. It is urged that any such proposals be sent by certified mail,
return receipt requested.


                                 ANNUAL REPORTS

        Stockholders of Glacier as of the record date for the Annual Meeting are
being forwarded a copy of Glacier's Annual Report to Stockholders for the year
ended December 31, 1997 ("Annual Report"). The Annual Report is not a part of
the proxy solicitation materials for the Annual Meeting.

        UPON RECEIPT OF A WRITTEN REQUEST, GLACIER WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH
THE SEC UNDER THE EXCHANGE ACT FOR THE YEAR ENDED DECEMBER 31, 1997. UPON
WRITTEN REQUEST AND A PAYMENT OF A COPYING CHARGE OF 10 CENTS PER PAGE, GLACIER
WILL FURNISH TO ANY SUCH STOCKHOLDER A COPY OF THE EXHIBITS TO THE ANNUAL REPORT
ON FORM 10-K. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO GLACIER BANCORP, INC.,
202 MAIN STREET, KALISPELL, MONTANA 59903, ATTENTION: CORPORATE SECRETARY. THE
ANNUAL REPORT ON FORM 10-K IS NOT A PART OF THE PROXY SOLICITATION MATERIALS FOR
THE ANNUAL MEETING.



May ___, 1998                       BY ORDER OF THE BOARD OF DIRECTORS



                                    Michael J. Blodnick, Secretary







                                       27
<PAGE>   38

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation--a "derivative action"), if they acted in good
faith and in a manner they reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such actions, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, bylaws, disinterested director vote, stockholder
vote, agreement or otherwise.

        Article VI of GB's Bylaws requires the indemnification of any person
made or threatened to be made party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director,
officer or employee of the Registrant or any predecessor of the Registrant, or
is or was serving at the request of the Registrant or any predecessor of the
Registrant as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines, excise taxes and amounts paid in
settlement in connection with such action, suit or proceeding to the fullest
extent authorized under Section 145 of the DGCL; provided however, that the
Registrant will not be liable for any amounts due in connection with a
settlement of any action, suit or proceeding effected without the Registrant's
prior written consent, or any action, suit or proceeding initiated by any person
seeking indemnification pursuant to the Bylaws without the prior written consent
of the Registrant.

        Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.

        Article 8 of GB's Certificate of Incorporation provides that the
personal liability of the Registrant's directors and officers for monetary
damages shall be eliminated to the fullest extent permitted by the DGCL as it
exists or may thereafter be in effect. Any amendment to, modification or repeal
of such Article 8 shall not adversely affect the rights provided thereby with
respect to any claim, issue or matter in any proceeding that is based in any
respect on any alleged action or failure to act prior to any such amendment,
modification or repeal.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

        (a) The exhibits are listed on the accompanying "Exhibit Index."

ITEM 22.  UNDERTAKINGS

        (a) The undersigned registrant hereby undertakes:

            (1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:




                                      II-1
<PAGE>   39

                (i) Include any prospectus required by Section 10(a)(3) of the
1933 Act;

                (ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and

                (iii) Include any additional or changed information on the plan
of distribution;

           (2) For determining liability under the 1933 Act, to treat each such
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering.

           (3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

        (b) To advise all directors and officers that insofar as indemnification
for liabilities arising under the 1933 Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.

        (c) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

        (d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.










                                      II-2

<PAGE>   40


                                   SIGNATURES

        Pursuant to the requirements of the 1933 Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kalispell, State of
Montana on April 20, 1998.


                                   GB, INC.


                                   By:  /s/ John S. MacMillan
                                       -----------------------------------------
                                       John S. MacMillan, Chairman of the Board,
                                       President and Chief Executive Officer


                                POWER OF ATTORNEY

        Each person whose individual signature appears below hereby authorizes
and appoints John S. MacMillan, Michael J. Blodnick and James H. Strosahl, and
each of them, with full power of substitution and full power to act without the
other, as his true and lawful attorney-in-fact and agent to act in his name,
place and stead and to execute in the name and on behalf of each person,
individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.

        Pursuant to the requirements of the 1933 Act, this Power of Attorney has
been signed by the following persons in the capacities indicated, on the 20th
day of April, 1998.

<TABLE>
<CAPTION>
        SIGNATURE                                      TITLE
        ---------                                      -----

<S>                                     <C>
/s/ John S. MacMillan                   Chairman of the Board, President and Chief
----------------------------------      Executive Officer and Director
John S. MacMillan                       (Principal Executive Officer)


/s/ James H. Strosahl                   Senior Vice President and Chief Financial Officer
----------------------------------      (Principal Financial and Accounting Officer)
James H. Strosahl


/s/ Michael J. Blodnick                 Executive Vice President, Chief Operating Officer,
----------------------------------      Board Secretary and Director
Michael J. Blodnick


/s/ William L. Bouchee                  Director
----------------------------------
William L. Bouchee


/s/ Allen J. Fetscher                   Director
----------------------------------
Allen J. Fetscher


/s/ L. Peter Larson                     Director
----------------------------------
L. Peter Larson


/s/ Darrell R. (Bill) Martin            Director
----------------------------------
Darrell R. (Bill) Martin


/s/ F. Charles Mercord                  Director
----------------------------------
F. Charles Mercord
</TABLE>




                                      II-3

<PAGE>   41


<TABLE>
<S>                                     <C>
/s/ Everit A. Sliter                    Director
----------------------------------
Everit A. Sliter


/s/ Harold A. Tutvedt                   Director
----------------------------------
Harold A. Tutvedt
</TABLE>



















                                      II-4

<PAGE>   42

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                       Description of Exhibit
-----------                       ----------------------
<S>         <C>
   2.1      Plan and Agreement of Merger between Glacier Bancorp, Inc. and GB,
            Inc. dated as of March 25, 1998 (included in this Registration
            Statement as Appendix A to the Prospectus/Proxy Statement).

   3.1      Certificate of Incorporation of GB, Inc.

   3.2      Bylaws of GB, Inc.

   5.1      Form of Opinion of Duane, Morris & Hecksher LLP, as to the legality
            of securities.

   8.1      Form of Opinion of Duane, Morris & Hecksher LLP, as to federal 
            income tax consequences.

  23.1      Consent of Duane, Morris & Hecksher LLP (contained in its opinion
            filed as Exhibit 5.1).

  23.2      Consent of Duane, Morris & Hecksher LLP as to its tax opinion
            (contained in its opinion filed as Exhibit 8.1).

  23.3      Consent of KPMG Peat Marwick LLP.

  24.1      Power of Attorney (included in the signature page of this
            Registration Statement) and certified resolutions of the Glacier
            Board.

  99.1      Form of proxy.
</TABLE>












                                      II-5