Sec Form 13D Filing - Gunther Dale O. filing for Altabancorp (ALTA) - 2021-05-20

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 7

 

to

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

ALTABANCORP

(Name of Issuer)

 

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

712706209

(CUSIP Number)

 

 

Dale O. Gunther	Blaine C. Gunther
856 East 700 North	75 East 1010 North
American Fork, UT 84003	American Fork, UT 84003
(801) 592-1826	(801) 234-9620

 

The address for all other Reporting Persons is:

 

Marcus J. Williams

Buchalter APC

1000 Wilshire Blvd., Suite 1500

Los Angeles, CA 90017

(213) 891-5088

 

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

May 18, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).  

 

 

 

SCHEDULE 13D

 

Explanatory Note: This Amendment No. 7 (“Amendment”) to the beneficial ownership report on Schedule 13D filed on June 10, 2020 (“Schedule 13D”) amends and supplements certain information set forth in the Schedule 13D. The Schedule 13D has previously been amended by Amendment No. 1 (July 22, 2020), Amendment No. 2 (January 14, 2021), Amendment No. 3 (January 15, 2021), Amendment No. 4 (January 27, 2021), Amendment No. 5 (February 1, 2021) and Amendment No. 6 (March 15, 2021). References herein to the Schedule 13D describe the initial filing as so amended. The Schedule 13D relates to shares of common stock of Altabancorp, a Utah corporation and a registered bank holding company, beneficially owned by the reporting persons identified in the Schedule 13D. Except as set forth herein, this Amendment does not modify any information previously set forth in the Schedule 13D. Capitalized terms used herein and not defined have the meanings assigned thereto in the Schedule 13D. The purpose of this Amendment is to disclose certain recent developments identified in Item 4 and Item 6 and to file an additional document as an exhibit pursuant to Item 7. 

 

Item 4. Purpose of Transaction

 

Item 4 of the Schedule 13D is amended to add the following paragraph as the penultimate paragraph of such Item.

 

On May 18, 2021, the Reporting Persons entered into a Voting Agreement and Irrevocable Proxy (“Voting Agreement”) with the Issuer and Glacier Bancorp (“Glacier”) pursuant to which the Reporting Persons party thereto had agreed to vote all shares of Altabancorp common stock in favor of an Agreement and Plan of Merger (“Merger Agreement”) by and among Glacier and its wholly owned subsidiary, Glacier Bank, and the Issuer and its wholly owned subsidiary, Altabank. A copy of the Voting Agreement is filed herewith as Exhibit 99.11 and is incorporated herein by reference. The Voting Agreement contemplates that upon submission of the Merger Agreement to a vote of the Issuer’s shareholders, the 5,829,026 shares held in the aggregate by the Reporting Persons who are party to the Voting Agreement (such shares, the “Bound Shares”), representing 30.89% of the Issuer’s outstanding common stock, will be voted in favor of the Merger Agreement, including the merger (“Merger”) and the other transactions contemplated thereby. The Voting Agreement terminates upon the earliest of (i) the effective time of the Merger, (ii) the date the Merger Agreement is terminated in accordance with its terms, (iii) the mutual consent of all parties to the Voting Agreement, (iv) a reduction in the merger consideration payable upon consummation of the Merger or a change in the tax consequences of the receipt thereof, or (v) the date the Merger is approved by the vote of the Bound Shares and the other holders of the Issuer’s common stock. The Voting Agreement also provides that the Issuer will reimburse the Reporting Persons for their reasonable fees and expenses of up to $550,000 incurred in connection with their compliance with laws and regulations applicable to their ownership of the Issuer’s common stock and their communications with the parties and the other shareholders, including legal fees for securities and bank regulatory compliance, incurred by the Reporting Persons since January 1, 2020.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The textual paragraph set forth in Item 4 of this Amendment No. 7 is incorporated herein as the last paragraph of Item 6 of the Schedule 13D.

 

Item 7. Material to be Filed as Exhibits

 

Exhibit		Description
99.1		Shareholder Agreement (including agreement regarding joint filing in accordance with Exchange Act Rule 13d-1(k)(1))*
99.2		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated January 13, 2021*

 

 

99.3		Letter from Paul R. Gunther to Board of Directors of the Issuer dated January 15, 2021*
99.4		Form of Indemnification Agreement between the Issuer and each of Jonathan B. Gunther and Paul R. Gunther (incorporated herein by reference to Exhibit 10.7 of the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019)*
99.5		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated January 27, 2021*
99.6		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated October 6, 2020*
99.7		Letter from the Board of Directors of the Issuer to Dale O. Gunther and Blaine C. Gunther to Board dated October 23, 2020*
99.8		Letter from Dale O. Gunther and Blaine C. Gunther to Board of Directors of the Issuer dated December 3, 2020*
99.9		Letter from Jonathan B. Gunther to Board of Directors of the Issuer dated February 1, 2021*
99.10		Press release of the Reporting Persons dated March 15, 2021*
99.11		Voting Agreement dated May 17, 2021†
24.1		Form of Power of Attorney*
	* †	Previously Filed. Filed Herewith.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: May 19, 2021

 

	DALE O. GUNTHER
	/s/ Dale O. Gunther
	Dale O. Gunther
	DRG PARTNERS, LLC
	/s/ Dale O. Gunther
	Name:	Dale O. Gunther
	Title:	Manager
	THE RASPBERRY TRUST
	/s/ Matthew O. Cleary
	Name:	Matthew O. Cleary
	Title:	Trustee

 

 

	GUNTHER LEGACY TRUST
	/s/ Chantel Gunther
	Name:	Chantel Gunther
	Title:	Trustee
	/s/ W. Bruce Miller
	Name:	W. Bruce Miller
	Title:	Trustee
	/s/ Brett D. Christiansen
	Name:	Brett D. Christiansen
	Title:	Trustee
	/s/ Holli Gunther
	Name:	Holli Gunther
	Title:	Trustee
	/s/ Christian Gunther
	Name:	Christian Gunther
	Title:	Trustee
	/s/ Orrin Porter Rockwell
	Name:	Orrin Porter Rockwell
	Title:	Trustee
	/s/ Ryan Thompson
	Name:	Ryan Thompson
	Title:	Trustee
	RUSSELL GUNTHER
	/s/ Russell Gunther
	Russell Gunther
	JACOB GUNTHER
	/s/ Jacob Gunther
	Jacob Gunther
	HUDSON GUNTHER
	/s/ Hudson Gunther
	Hudson Gunther
	KIMBALL GUNTHER
	/s/ Kimball Gunther
	Kimball Gunther

 

 

	THE MARY G. MILLER REVOCABLE TRUST
	/s/ Mary G. Miller
	Name:	Mary G. Miller
	Title:	Trustee
	/s/ W. Bruce Miller
	Name:	W. Bruce Miller
	Title:	Trustee
	DERECK GUNTHER MILLER
	/s/ Dereck Gunther Miller
	Dereck Gunther Miller
	THE BRETT AND SUSAN CHRISTIANSEN FAMILY TRUST
	/s/ Brett David Christiansen
	Name: Brett David Christiansen
	Title:	Trustee
	/s/ Susan Gunther Christiansen
	Name:	Susan Gunther Christiansen
	Title:	Trustee
	CHRISTOPHER BRETT CHRISTIANSEN
	/s/ Christopher Brett Christiansen
	Christopher Brett Christiansen
	BRUCE O. GUNTHER
	/s/ Bruce O. Gunther
	Bruce O. Gunther
	JULIE MARIE ROCKWELL
	/s/ Julie Marie Rockwell
	Julie Marie Rockwell
	RUTH ANN GUNTHER THOMPSON
	/s/ Ruth Ann Gunther Thompson
	Ruth Ann Gunther Thompson

 

 

	THE PAUL GUNTHER FAMILY LLC
	/s/ Paul Gunther
	Name:	Paul Gunther
	Title:	Managing Member
	/s/ Lynda C. Gunther
	Name:	Lynda C. Gunther
	Title:	Managing Member
	JANELLE GUNTHER
	/s/ Janelle Gunther
	Janelle Gunther
	JORDAN GUNTHER
	/s/ Jordan Gunther
	Jordan Gunther
	JENESSA GUNTHER
	/s/ Jenessa Gunther
	Jenessa Gunther
	JILENNE GUNTHER
	/s/ Jilenne Gunther
	Jilenne Gunther
	JUSTUS ROBERT GUNTHER
	/s/ Justus Robert Gunther
	Justus Robert Gunther
	JESSE OMEGA GUNTHER
	/s/ Jesse Omega Gunther
	Jesse Omega Gunther

 

	JANSEN ORVILLE GUNTHER
	/s/ Jansen Orville Gunther
	Jansen Orville Gunther

 

 

	JULIA KELSEY GUNTHER
	/s/ Julia Kelsey Gunther
	Julia Kelsey Gunther
	THE PAUL AND MIRIAM THOMAS FAMILY LLC
	/s/ Paul Y. Thomas
	Name:	Paul Y. Thomas
	Title:	Managing Member
	/s/ Miriam G. Thomas
	Name:	Miriam G. Thomas
	Title:	Managing Member
	HETS, LLC
	/s/ Eric Neal Sabourin
	Name:	Eric Neal Sabourin
	Title:	Manager
	/s/ Heather Thomas-Sabourin
	Name:	Heather Thomas-Sabourin
	Title:	Manager

 

 

	BLAINE GUNTHER INVESTMENTS, L.C.
	/s/ Blaine C. Gunther
	Name:	Blaine C. Gunther
	Title:	Member
	/s/ Linda Gunther
	Name:	Linda Gunther
	Title:	Member
	/s/ Kristin Gunther Howard
	Name:	Kristin Gunther Howard
	Title:	Member
	/s/ Jonathan Blaine Gunther
	Name:	Jonathan Blain Gunther
	Title:	Member
	/s/ Anne Marie Gunther
	Name:	Anne Marie Gunther
	Title:	Member
	BLAINE C. GUNTHER TRUST
	/s/ Blaine C. Gunther
	Name:	Blaine C. Gunther
	Title:	Trustee

 

 

	THE JOHN W. HOWARD II AND KRISTIN G. HOWARD TRUST FBO HOWARD FAMILY TRUST U/A JAN. 3, 2002
	/s/ John W. Howard II
	Name:	John W. Howard II
	Title:	Trustee
	/s/ Kristin G. Howard
	Name:	Kristin G. Howard
	Title:	Trustee
	JONATHAN BLAINE GUNTHER
	/s/ Jonathan Blaine Gunther
	Jonathan Blaine Gunther
	THE LIVING TRUST OF JONATHAN BLAINE GUNTHER AND LISA PETERSEN GUNTHER
	/s/ Jonathan Blaine Gunther
	Name:	Jonathan Blaine Gunther
	Title:	Trustee
	/s/ Lisa Petersen Gunther
	Name:	Lisa Petersen Gunther
	Title:	Trustee

 

 

	ANNE MARIE GUNTHER
	/s/ Anne Marie Gun ther
	Anne Marie Gunther
	GUNTHER HOLDING COMPANY L.C.
	/s/ Dean Gunther
	Name:	Dean Gunther
	Title:	Manager

 

 

	THE GUNTHER FAMILY TRUST
	/s/ Dean Gunther
	Name:	Dean Gunther
	Title:	Trustee
	/s/ Deana Gunther
	Name:	Deana Gunther
	Title:	Trustee
	DEBRA GUNTHER HOLLEY
	/s/ Debra Gunther Holley
	Debra Gunther Holley
	STEPHEN H. HOLLEY
	/s/ Stephen H. Holley
	Stephen H. Holley
	RUPRECHT & CO., L.L.C.
	/s/ Stephen H. Holley
	Name:	Stephen H. Holley
	Title:	Member-Manager
	/s/ Debra Gunther Holley
	Name:	Debra Gunther Holley
	Title:	Member-Manager

 

 

	THE NEWBOLD FAMILY TRUST
	/s/ Jace Tyler Newbold
	Name:	Jace Tyler Newbold
	Title:	Trustee
	/s/ Rebecca Holley Newbold
	Name:	Rebecca Holley Newbold
	Title:	Trustee
	STEPHEN MARK HOLLEY
	/s/ Stephen Mark Holley
	Stephen Mark Holley

 

 

	BENJAMIN HOLLEY
	/s/ Benjamin Holley
	Benjamin Holley
	ANDREA HOLLEY
	/s/ Andrea Holley
	Andrea Holley

 

 

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