<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1998
REGISTRATION NO. 333-56859
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHWEST BANCORP, INC.
-----------------------
(Exact name of registrant as
specified in its charter)
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<S> <C>
PENNSYLVANIA 23-2900888
- ----------------------- ----------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
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LIBERTY AND SECOND STREETS
WARREN, PENNSYLVANIA 10365-2353
(814) 726-2140
---------------------------------------------------------
(Address, including ZIP Code, and telephone number
including area code, of registrants' principal
executive offices)
JOHN O. HANNA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NORTHWEST BANCORP, INC.
LIBERTY AND SECOND STREETS
WARREN, PENNSYLVANIA 10365-2353
---------------------------------------------------------
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
Copies to:
KENNETH R. LEHMAN, ESQ.
NED QUINT, ESQ.
LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
5335 WISCONSIN AVENUE, N.W., SUITE 400
WASHINGTON, D.C. 20015
(202) 274-2000
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [ ].
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box [X].
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ].
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ].
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITY AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED(4) REGISTERED PER SHARE OFFERING PRICE FEE(5)
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Common Stock, par value $.10 per share 200,000 $13.50 $2,700,000 $797*
- ------------------------------------------------------------------------------------------------------
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The amount of registration fee is calculated pursuant to Rule 457(o) under the
Securities Act of 1933.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
*Of the $797.00 registration fee, $708.00 has been previously paid.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Northwest
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Warren, Pennsylvania, on the 10th day of August, 1998.
NORTHWEST BANCORP, INC.
By: /s/ John O. Hanna
----------------------------------
John O. Hanna, President and
Chief Executive Officer
We, the undersigned Directors of Northwest Bancorp, Inc. (the "Company")
hereby severally constitute and appoint John O. Hanna as our true and lawful
attorney and agent, to do any and all things in our names in the capacities
indicated below which said John O. Hanna may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the registration statement on Form S-3 relating to the offering
of the Company's Common Securities, including specifically, but not limited to,
power and authority to sign for us in our names in the capacities indicated
below the registration statement and any and all amendments (including post-
effective amendments) thereto; and we hereby approve, ratify and confirm all
that said John O. Hanna shall do or cause to be done by virtue thereof.
NORTHWEST BANCORP, INC.
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By: /s/ John O. Hanna By: /s/ William J. Wagner
------------------------------------------ -----------------------------------------
John O. Hanna, President, Chief William J. Wagner, Executive Vice
Executive Officer and Director President, Chief Financial Officer, Chief
(Principal Executive Officer) Operating Officer and Director
(Principal Financial and Accounting Officer)
Date: August 10, 1998 Date: August 10, 1998
By: /s/ Richard L. Carr By: /s/ Thomas K. Creal, III
------------------------------------------ -----------------------------------------
Richard L. Carr, Director Thomas K. Creal, III, Director
Date: August 10, 1998 Date: August 10, 1998
By: /s/ John J. Doyle By: /s/ Robert G. Ferrier
------------------------------------------ -----------------------------------------
John J. Doyle, Director Robert G. Ferrier, Director
Date: August 10, 1998 Date: August 10, 1998
By: /s/ Richard E. McDowell By: /s/ Joseph T. Stadler
------------------------------------------ -----------------------------------------
Richard E. McDowell, Director Joseph T. Stadler, Director
Date: August 10, 1998 Date: August 10, 1998
By: /s/ Walter J. Yahn By: /s/ John S. Young
------------------------------------------ -----------------------------------------
Walter J. Yahn, Director John S. Young, Director
Date: August 10, 1998 Date: August 10, 1998
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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1998
REGISTRATION NO. 333-56859
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
EXHIBITS
TO
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON
FORM S-3
--------------------
NORTHWEST BANCORP, INC.
================================================================================
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger Between Northwest Savings Bank and Corry
Savings Bank****
2.2 Corry Savings Bank Plan of Merger and Stock Issuance Plan****
4 Form of Common Stock of Northwest Bancorp, Inc.*
5.1 Opinion of Luse Lehman Gorman Pomerenk & Schick, P.C. as to the legality
of the securities being issued.****
8.1 Tax Opinion of KPMG Peat Marwick LLP***
23.1 Consent of KPMG Peat Marwick LLP****
23.2 Consent of Luse Lehman Gorman Pomerenk & Schick, P.C. (set forth in
Exhibit 5.1)****
24 Power of attorney (set forth on the signature pages to this Registration
Statement)****
27 Financial Data Schedules**
99.1 Proxy Statement for depositors of Corry Savings Bank****
99.2 Stock Order Form***
- ----------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-4
(Registration No. 333-31687) previously filed with the Securities and
Exchange Commission on July 21, 1997, as amended October 9, 1997 and
November 4, 1997.
** Previously filed with the Securities and Exchange Commission on July 21,
1997, November 13, 1997, February 13, 1998 and May 15, 1998. Such
documents are incorporated herein by reference pursuant to Rule 601 of
Regulation S-K.
*** To be filed supplementally or by amendment.
**** Previously filed
