<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998
REGISTRATION NO. 333-56859
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
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)
<TABLE>
<S> <C>
PENNSYLVANIA 23-2900888
- ----------------------- ----------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
</TABLE>
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
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
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)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per share 200,000 $13.50 $2,700,000 $797*
- ------------------------------------------------------------------------------------------------------
</TABLE>
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>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
Amount
------
<S> <C> <C>
* Legal Fees and Expenses................................. $110,000
* Printing and Mailing.................................... 50,000
* Accounting Fees and Expenses............................ 35,000
* Appraisal Fees and Expenses............................. 17,000
* EDGARization Fees....................................... 10,000
* Data Processing Fees.................................... 10,000
* Filing Fees............................................. 2,000
Nasdaq Listing Fee...................................... 2,500
* Other Expenses.......................................... 15,000
--------
* Total................................................... $250,000
========
</TABLE>
- ----------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE VI of the Bylaws of Northwest Bancorp, Inc. (the "Corporation")
provides for indemnification of directors and officers of the Company as
follows:
6.1 THIRD PARTY ACTIONS. The Corporation shall indemnify any person
-------------------
who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the Corporation), by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request
of the Corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust
or other enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action or proceeding if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful,
provided that the Corporation shall not be liable for any amounts which may
be due to any such person in connection with a settlement of any action or
proceeding effected without its prior written consent or any action or
proceeding initiated by any such person (other than an action or proceeding
to enforce rights to indemnification hereunder).
6.2 DERIVATIVE AND CORPORATE ACTIONS. The Corporation shall indemnify
--------------------------------
any person who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed action by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation or is or was serving
at the request of the Corporation as a representative of another domestic
or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees) actually and reasonably incurred by him in connection with the
defense or settlement of the action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, provided that the Corporation shall not be
liable for any amounts which may be due to any such person in connection
with a settlement of any action or proceeding affected without its prior
written consent. Indemnification shall not be made under this Section 6.2
in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the Corporation unless and only to the extent that
the court of common pleas of the judicial district embracing the county in
which the registered office of the Corporation is located or the court in
which the action was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for the expenses
that the court of common pleas or other court deems proper.
<PAGE>
6.3 MANDATORY INDEMNIFICATION. To the extent that a representative of
-------------------------
the Corporation has been successful on the merits or otherwise in defense
of any action or proceeding referred to in Section 6.1 or Section 6.2 or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
6.4 PROCEDURE FOR EFFECTING INDEMNIFICATION. Unless ordered by a
---------------------------------------
court, any indemnification under Section 6.1 or Section 6.2 shall be made
by the Corporation only as authorized in the specific case upon a
determination that indemnification of the representative is proper in the
circumstances because he has met the applicable standard of conduct set
forth in those sections. The determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the stockholders.
6.5 ADVANCING EXPENSES. Expenses (including attorneys' fees)
------------------
incurred in defending any action or proceeding referred to in this Article
VI shall be paid by the Corporation in advance of the final disposition of
the action or proceeding upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined
that he is not entitled to be indemnified by the Corporation as authorized
in this Article VI or otherwise.
6.6 INSURANCE. The Corporation shall have the power to purchase and
---------
maintain insurance on behalf of any person who is or was a representative
of the Corporation or is or was serving at the request of the Corporation
as a representative of another domestic or foreign corporation for profit
or not-for-profit, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against that liability
under the provisions of this Article VI.
6.7 MODIFICATION. The duties of the Corporation to indemnify and to
------------
advance expenses to a director or officer provided in this Article VI shall
be in the nature of a contract between the Corporation and each such
person, and no amendment or repeal of any provision of this Article VI
shall alter, to the detriment of such person, the right of such person to
the advance of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment or repeal.
ARTICLE VIII of the Corporation's Articles of Incorporation provides for
the limitation of liability of directors and officers of the Company as follows:
A. PERSONAL LIABILITY FOR MONETARY DAMAGES. The personal
liabilities of the directors and officers of the Corporation for monetary
damages for conduct in their capacities as such shall be eliminated to the
fullest extent permitted by the BCL as it exists on the effective date of
these Articles of Incorporation or as such law may be thereafter in effect,
and in no event shall a director be personally liable, as such, for
monetary damages for any action taken unless the director has breached or
failed to perform the duties of his office under the BCL and the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness. This section A of Article VIII shall not apply to the
responsibility or liability of a director pursuant to any criminal statute,
or the liability of a director for the payment of taxes pursuant to
Federal, State, or local law.
B. AMENDMENTS. No amendment, modification or repeal of this Article
VIII, nor the adoption of a provision of these Articles of Incorporation
inconsistent with this Article VIII, shall adversely affect the rights
provided hereby 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 such amendment, modification, repeal or adoption.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:
The exhibits and financial statement schedules filed as part of this
registration statement are as follows:
(a) LIST OF EXHIBITS
The list of exhibits immediately preceeds the exhibits filed as part of
this registration statement.
(b) FINANCIAL STATEMENT SCHEDULES
No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.
ITEM 17. UNDERTAKINGS
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
include any additional or changed material information on the plan
of distribution;
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time
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;
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report. to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information;
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing
provisions, or otherwise, the Registrants have been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act,
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrants will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the questions whether
such indemnification by
<PAGE>
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue;
(7)(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrants pursuant
to Rule 424 (b)(1) or (4) or 497(h) under the Securities Act shall
be deemed to be part of this Registration Statement as of the time
it was declared effective;
(7)(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof;
<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 12th 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.
<TABLE>
<S> <C> <C> <C>
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 12, 1998 Date: August 12, 1998
By: /s/ Richard L. Carr By: /s/ Thomas K. Creal, III
------------------------------------------ -----------------------------------------
Richard L. Carr, Director Thomas K. Creal, III, Director
Date: August 12, 1998 Date: August 12, 1998
By: /s/ John J. Doyle By: /s/ Robert G. Ferrier
------------------------------------------ -----------------------------------------
John J. Doyle, Director Robert G. Ferrier, Director
Date: August 12, 1998 Date: August 12, 1998
By: /s/ Richard E. McDowell By: /s/ Joseph T. Stadler
------------------------------------------ -----------------------------------------
Richard E. McDowell, Director Joseph T. Stadler, Director
Date: August 12, 1998 Date: August 12, 1998
By: /s/ Walter J. Yahn By: /s/ John S. Young
------------------------------------------ -----------------------------------------
Walter J. Yahn, Director John S. Young, Director
Date: August 12, 1998 Date: August 12, 1998
</TABLE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1998
REGISTRATION NO. 333-56859
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
EXHIBITS
TO
POST-EFFECTIVE
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)****
23.3 Consent of KPMG Peat Marwick LLP
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
<PAGE>
EXHIBIT 8.1
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
July 17, 1998
PRIVATE
Board of Directors
Northwest Bancorp, Inc.
Liberty at Second
P.O. Box 128
Warren, PA 16365
Re: Federal income tax, Pennsylvania corporate net income tax, and
Pennsylvania Mutual Thrift Institutions tax opinions relating to the merger
of Corry Savings Bank into Northwest Savings Bank.
Members of the Board:
You have requested the opinion of KPMG Peat Marwick LLP ("KPMG") as to certain
federal income tax, Pennsylvania corporate net income tax, and Pennsylvania
Mutual Thrift Institutions tax consequences resulting from a proposed
transaction. In the proposed transaction, Corry Savings Bank ("Corry"), a
mutual savings bank, will be merged with and into Northwest Savings Bank
("Northwest"), a wholly owned subsidiary of Northwest Bancorp, Inc. ("Bancorp"),
and Bancorp will issue shares of its common stock in an offering to deposit
account holders of Corry and others.
FACTS
Bancorp, a Pennsylvania corporation, owns all of the outstanding capital stock
of Northwest, a Pennsylvania chartered savings bank headquartered in Warren,
Pennsylvania. Approximately 69.5 percent of the outstanding common stock of
Bancorp ("Bancorp Common Stock") is owned by Northwest Bancorp, MHC ("MHC"), a
Pennsylvania chartered mutual holding company. Bancorp has no classes of stock
outstanding other than Bancorp Common Stock.
Corry Savings Bank is an unrelated Pennsylvania chartered mutual savings bank
located in Corry, Pennsylvania.
Pursuant to the proposed transaction:
1. Corry will merge pursuant to applicable law with and into Northwest with
Northwest as the surviving institution (the "Merger"). Pursuant to the
Merger, all of the Corry deposit account holders (the "Eligible Account
Holders") will become deposit account holders of Northwest without a
material change in contractual terms, maturity dates, or withdrawal values
of their deposit accounts. In addition, pursuant to the Merger, Eligible
Account Holders will receive rights in a liquidation account established in
Northwest, subordinated rights in a liquidation account established in MHC,
and Eligible Account Holder Subscription Rights (as defined in 2. below.)
<PAGE>
Board of Directors
Northwest Bancorp, Inc.
July 17, 1998
Page 2
2. Bancorp will offer shares of Bancorp Common Stock to Eligible Account
Holders and others in a subscription offering (the "Subscription
Offering"). Subscription rights (the "Subscription Rights") will be
granted to:
i. Eligible Account Holders who had deposit accounts totaling $50 or more
as of the close of business on March 31, 1996 (the "Eligibility Record
Date");
ii. Eligible Account Holders who had deposit accounts totaling $50 or more
as of the close of business on December 31, 1997 (the "Supplemental
Eligibility Record Date");
iii. Eligible Account Holders as of the close of business on the voting
date for the special meeting of Corry depositors to approve the merger
and stock issuance plan (the "Voting Record Date" and together with
the Eligibility Record Date and Supplemental Eligibility Record Date,
the "Record Dates");
iv. employees, officers, and trustees of Corry, and
v. Northwest ESOP.
The subscription price per share of the Subscription Rights granted to
Eligible Account Holders (the "Eligible Account Holder Subscription
Rights") reflects a 10 percent discount from the subscription price per
share of the Subscription Rights granted to persons other than Eligible
Account Holders.
3. Any shares of Bancorp Common Stock not purchased in the Subscription
Offering may be offered for sale in a community offering (the "Community
Offering" and together with the Subscription Offering, the "Offering"),
with a preference given to persons residing in Corry's local community.
4. In connection with the proposed transaction, Bancorp may issue additional
shares of Bancorp Common Stock to MHC (the "MHC Distribution") to maintain
MHC's approximate 69.5 percent ownership interest in Bancorp.
REPRESENTATIONS
Bancorp and its affiliates make the following representations to KPMG in
connection with the Merger and the Offering. KPMG has not independently
verified the completeness and accuracy of these representations. It is
understood and agreed that KPMG is relying on these representations in rendering
the opinions contained herein.
a) The fair market value of the deposit account in Northwest and the rights to
the liquidation account in Northwest received by each Eligible Account
Holder will approximately equal the fair market value of each Eligible
Account Holder's deposit
<PAGE>
Board of Directors
Northwest Bancorp, Inc.
July 17, 1998
Page 3
account in Corry and interest in the net worth of Corry surrendered in
exchange therefor.
b) The management of Northwest and Corry have no knowledge of any plan or
intention on the part of the Eligible Account Holders to make withdrawals
from their Northwest deposit accounts subsequent to the Merger which would
reduce their interests in the liquidation account in Northwest received in
the Merger to an amount having, in the aggregate, a value at the time of
the Merger of less than 50 percent of the aggregate interests which the
Eligible Account Holders have in the residual equity of Corry prior to the
Merger.
c) No amount of an Eligible Account Holder's deposit account in Corry as of
the respective Record Dates described in 2i, 2ii, and 2iii above will be
excluded from the Eligible Account Holder's pro rata participation in the
liquidation account in Northwest.
d) Neither Bancorp nor Northwest has a plan or intention to cause Northwest to
sell or otherwise dispose of any of the assets of Corry acquired in the
Merger, except for dispositions made in the ordinary course of business.
e) The liabilities of Corry assumed by Northwest and the liabilities to which
the transferred assets of Corry are subject were incurred by Corry in the
ordinary course of its business.
f) Following the transaction, Northwest will continue the historic business of
Corry in a substantially unchanged manner.
g) Bancorp, Northwest, Corry, and their respective shareholders and account
holders will pay their respective expenses, if any, incurred in connection
with the transaction.
h) There is no intercorporate indebtedness existing between Corry and
Northwest or between Corry and any corporation that is a member of the
affiliated group (as defined in section 1504(a))/1/ that includes Northwest
that was issued, acquired, or settled at a discount.
i) No two parties to the transaction are investment companies as defined in
section 368(a)(2)(F)(iii) and (iv).
- ------------
/1/ All section references are to the Internal Revenue Code of 1986, as amended,
unless otherwise indicated.
<PAGE>
Board of Directors
Northwest Bancorp, Inc.
July 17, 1998
Page 4
j) Corry is not under the jurisdiction of a court in a title 11 or similar
case within the meaning of section 368(a)(3)(A) and (D).
k) The fair market value of the assets of Corry transferred to Northwest will
equal or exceed the sum of the liabilities assumed by Northwest plus the
amount of liabilities, if any, to which the transferred assets are subject.
l) The subordinated rights to a liquidation account in MHC have no value as of
the effective date of the Merger.
OPINIONS
Based solely upon the above FACTS and REPRESENTATIONS, and subject to the SCOPE
OF THE OPINION below, KPMG renders the following opinions regarding the federal
income and Pennsylvania corporate net income tax consequences of the Merger.
Federal Income Tax Consequences
1. Provided that the merger of Corry with and into Northwest qualifies as a
statutory merger under applicable law, the Merger will be a reorganization
within the meaning of section 368(a)(1)(A). Corry and Northwest will each
be a "party to a reorganization" within the meaning of section 368(b).
2. Corry will recognize no gain or loss upon the transfer of all of its assets
to Northwest pursuant to the Merger in exchange for deposit accounts in
Northwest, rights to a liquidation account in Northwest, subordinated
rights to a liquidation account in MHC, Eligible Account Holder
Subscription Rights, and the assumption by Northwest of the liabilities of
Corry. Section 357(a); section 361(b)(1)(A); section 361(c).
3. Northwest will recognize no gain or loss upon the receipt by Northwest of
the assets of Corry assets pursuant to the Merger in exchange for deposit
accounts in Northwest, rights to a liquidation account in Northwest,
subordinated rights to a liquidation account in MHC, Eligible Account
Holder Subscription Rights, and the assumption by Northwest of the
liabilities of Corry. Section 1032(a); Treas. Reg. section 1.1502-
13(f)(6)(ii) and (iv).
4. The basis of each asset of Corry received by Northwest pursuant to the
Merger will, in the hands of Northwest, will be the same as the basis of
the asset in the hand of Corry immediately prior to the transaction.
Section 362(b).
<PAGE>
Board of Directors
Northwest Bancorp, Inc.
July 17, 1998
Page 5
5. The holding period of Northwest in each asset of Corry received by
Northwest pursuant to the Merger will include the period during which the
assets was held by Corry. Section 1223(2).
6. Pursuant to section 381(a) and section 1.381(a)-1 of the regulations,
Northwest will succeed to and take into account the items of Corry
described in section 381(c). These items will be taken into account by
Northwest subject to the conditions and limitations specified in sections
381, 382, 383, 384, 1502, and any other provision of the Code and the
regulations thereunder.
7. As provided in section 381(c)(2) and section 1.381(c)(2)-1 of the
regulations, Northwest will succeed to and take into account the earnings
and profits, or deficit in earnings and profits, of Corry as of the close
of the date of the Merger. Any deficit in earnings and profits of either
Northwest or Corry can be used only to offset earnings and profits
accumulated by Northwest after the date of the transaction.
8. Regardless of any book entries that are made, the transaction will not
diminish the accumulated earnings and profits of Northwest available for
subsequent distributions of dividends within the meaning of section 316.
Treas. Reg. section 1.312-11(b) and (c).
9. Pursuant to section 381(c)(4) and section 1.381(c)(4)-1(a)(1)(ii) of the
regulations, Northwest will succeed to and take into account, immediately
after the transaction, those accounts of Corry which represents bad debt
reserves in respect of which Corry had taken a bad debt deduction for tax
years ending on or before the date of the Merger. The base year bad debt
reserves of Corry will not be required to be restored to the gross income
of either Corry or Northwest for the tax year that includes the Merger, and
such bad debt reserves have the same character in the hands of Northwest as
they would have had in the hands of Corry if no transfer had occurred,
provided that Northwest satisfies the requirements of section 585 during
such tax year.
10. The creation of a liquidation account on the books of Northwest for the
benefit of the Eligible Account Holders has no force and effect on Corry's
or Northwest's taxable income, deductions for additions to bad debt
reserves under section 593, or distributions to shareholders under section
593(e).
11. Because the Merger is a transaction to which section 381 applies, section
593(e) does not apply to the Merger.
12. Interest paid or credited by Northwest with respect to deposit accounts of
Northwest are deductible by Northwest when paid or credited, provided such
amounts are
<PAGE>
Board of Directors
Northwest Bancorp, Inc.
July 17, 1998
Page 6
withdrawable, subject only to customary notice of intent to withdraw, even
though such interest is attributable to periods preceding the merger.
13. Bancorp will recognize no gain or loss on the issuance of the Subscription
Rights, the lapse of any Subscription Rights, or the receipt of money in
exchange for the issuance of Bancorp Common Stock pursuant to the Offering.
Section 1032(a).
Pennsylvania Corporate Net Income Tax and Pennsylvania Mutual Thrift
Institutions Tax Consequences
Bancorp is subject to the Pennsylvania corporate net income tax, and Corry and
Northwest are subject to the Pennsylvania Mutual Thrift Institutions tax.
1. Provided that the merger of Corry with and into Northwest does not result
in any gain or loss being recorded on the books of either Corry or
Northwest in accordance with generally accepted accounting principles, no
gain or loss will be recognized by either Corry or Northwest for
Pennsylvania Mutual Thrift Institutions tax purposes (`71, P.L. 6, Section
1502).
2. Because Bancorp will not recognize gain or loss for federal income tax
purposes on the issuance of Subscription Rights in accordance with section
1032, no Pennsylvania corporate income tax will result from the issuance of
the Subscription Rights (`71, P.L. 6, Section 401).
SCOPE OF THE OPINION
You have submitted for our consideration certain facts and representations as to
the proposed transaction, which are specifically described above. Our opinion
is based upon the facts and representations set forth in this letter. If any
fact or representation is not entirely complete or accurate, it is imperative
that we be informed immediately in writing because the incompleteness or
inaccuracy could cause us to change our opinion. We have not reviewed all the
legal documents necessary to effectuate the steps to be undertaken and we assume
that all steps will be effectuated under state and federal law and will be
consistent with the steps as described in the FACTS above.
The opinion contained herein is rendered only with respect to the enumerated
holdings set forth herein under the heading OPINION, and KPMG expresses no
opinion with respect to any other federal, state, or local tax aspect or any
legal aspect of the transaction. SPECIFICALLY, NO OPINION HAS BEEN REQUESTED
AND NO OPINION IS EXPRESSED REGARDING THE TAX CONSEQUENCES TO CORRY DEPOSIT
ACCOUNT HOLDERS RESULTING FROM THE MERGER OR THE OFFERING. THESE TAX
CONSEQUENCES MAY INCLUDE, AMONG OTHER THINGS, THE RECOGNITION OF GAIN UPON THE
RECEIPT
<PAGE>
Board of Directors
Northwest Bancorp, Inc.
July 17, 1998
Page 7
OR EXERCISE OF THE ELIGIBLE ACCOUNT HOLDER SUBSCRIPTION RIGHTS TO THE EXTENT OF
THE FAIR MARKET VALUE OF THOSE RIGHTS. IN ADDITION, NO OPINION HAS BEEN
REQUESTED AND NO OPINION IS EXPRESSED REGARDING THE TAX CONSEQUENCES TO MHC OR
ANY PERSON RESULTING FROM THE MHC DISTRIBUTION. NO INFERENCE SHOULD BE DRAWN ON
ANY MATTER NOT SPECIFICALLY OPINED ON BELOW.
This opinion is not binding upon any tax authority (including the Internal
Revenue Service) or any court and no assurance can be given that a position
contrary to that expressed herein will not be asserted by a tax authority and
ultimately sustained by a court. In rendering our opinion, we are relying upon
the relevant provisions of the Code, the regulations thereunder, and judicial
and administrative interpretations thereof, all as of the date hereof and all of
which are subject to change or modification by subsequent legislative,
regulatory, administrative, or judicial decisions. Any such changes could also
have an effect on the validity of our opinion. We assume no duty to inform you
of any changes in our opinion due to changes in law that occur subsequent to the
issuance of this letter.
/s/ KPMG PEAT MARWICK LLP
<PAGE>
EXHIBIT 23.3
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
Independent Auditors' Consent
-----------------------------
The Board of Directors
Northwest Bancorp, Inc.:
We consent to the inclusion of our Federal income tax, Pennsylvania corporate
net income tax, and Pennsylvania Mutual Thrift Institutions tax opinions letter
in Amendment No. 1 to the Registration Statement on Form S-3 filed by Northwest
Bancorp, Inc. at exhibit 8.1.
/s/ KPMG Peat Marwick LLP
Pittsburgh, Pennsylvania
August 18, 1998
<PAGE>
NORTHWEST BANCORP, INC.
STOCK ORDER FORM
PLEASE READ AND COMPLETE THIS STOCK ORDER FORM.
INSTRUCTIONS ARE INCLUDED ON THE REVERSE SIDE OF THIS FORM.
<TABLE>
<CAPTION>
DEADLINE AND DELIVERY FOR OFFICE USE ONLY
- --------------------------------------------------------------------------- ----------------------------------------------------
<S> <C>
10:00 A.M., PENNSYLVANIA TIME, ON SEPTEMBER 15, 1998 __________ _______ _______ _______
Please mail the completed Stock Order Form in the enclosed business reply Date Rec'd Batch # Order # Deposit
envelope to the address listed below or hand-deliver to Corry Savings Bank. ----------------------------------------------------
COPIES AND FACSIMILES OF STOCK ORDER FORMS MAY NOT BE ACCEPTED.
- ---------------------------------------------------------------------------
<CAPTION>
(1) COMMON STOCK SUBSCRIPTION AMOUNT (Wires will not be accepted)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Indicate the dollar amount of Northwest Bancorp, Inc. common stock for which you would like to subscribe: $___________________
------ (MINIMUM: $500.00)
The maximum amount that may be subscribed for is 5% of the shares sold in the Offering, or $95,579 based
-------
on the sale of $1,911,588 of common stock.
Please note: Assuming no oversubscription, subscribers will be allotted the largest WHOLE number of shares
which the dollar amount indicated above will purchase. Fractional shares will not be issued; refunds will
be made of any unused funds. Please refer to the Prospectus section entitled "The Offering and Merger -- Stock
Pricing and Number of Shares to be Issued", for a discussion of the determination of the price per share.
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(2) METHOD OF PAYMENT (3) PURCHASER INFORMATION
- ---------------------------------------------------------- -------------------------------------------------------------------------
<S> <C>
[_] Enclosed is a check, bank draft or money order payable [_] Check here if you are a Corry Savings Bank employee, officer or
to [CORRY SAVINGS BANK] for $______________. trustee.
Check the box which applies:
[_] I authorize Corry Savings Bank to make the
withdrawal(s) from the Corry Savings Bank savings or (a)[_] Check here if you are ordering in the Subscription Offering as an
certificate account(s) listed below, and I understand Eligible Account Holder with at least $50 at Corry Savings Bank on March
that the amounts I authorize below will not otherwise 31, 1996. List below any account(s) you had at that date.
be available to me once this Stock Order Form is
submitted. (b)[_] Check here if you are ordering in the Subscription Offering as a
(THERE IS NO EARLY WITHDRAWAL PENALTY FOR THE PURCHASE Supplemental Eligible Account Holder with at least $50 at Corry Savings
OF STOCK.) Bank on December 31, 1997, but are NOT an Eligible Account Holder. List
below any account(s) you had at that date.
Account Number(s) Amount(s)
----------------- --------- (c)[_] Check here if you are ordering in the Subscription Offering as a
depositor with at least $50 at Corry Savings Bank on July 20, 1998, but
______________________________ $______________________ are NOT an Eligible or Supplemental Account Holder. List below any
account(s) you had at that date.
______________________________ $______________________
(d)[_] Check here if you are ordering in the Community Offering, and
______________________________ $______________________ were not a Corry Savings Bank depositor at any of the above dates.
ACCOUNT TITLE (NAME(S) ON ACCOUNT) ACCOUNT NUMBER
______________________________ $______________________ ---------------------------------- --------------
_________________________________ ______________
______________________________ $______________________ _________________________________ ______________
_________________________________ ______________
TOTAL WITHDRAWAL: $______________________ IF ADDITIONAL SPACE IS NEEDED, ATTACH A SEPARATE PAGE.
- ---------------------------------------------------------- -------------------------------------------------------------------------
<CAPTION>
(4) STOCK REGISTRATION (PLEASE PRINT CLEARLY THE REGISTRATION INFORMATION YOU LIST BELOW WILL BE UTILIZED FOR SUBSEQUENT MAILINGS,
--------------------
INCLUDING THE REGISTRATION OF STOCK CERTIFICATES. PLEASE MAKE SURE THE INFORMATION IS COMPLETE AND LEGIBLE.)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
(First Name, Middle Initial, Last Name) Social Security No./Tax ID# (certificate will show only this number)
- ------------------------------------------------------------------------------------------------------------------------------------
(First Name, Middle Initial, Last Name) Social Security No./Tax ID#
- ------------------------------------------------------------------------------------------------------------------------------------
(Street Address of first person named) (Daytime Phone Number of first person named)
- ------------------------------------------------------------------------------------------------------------------------------------
(City, State, Zip Code) (Evening Phone Number of first person named)
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(5) FORM OF STOCK OWNERSHIP (CHECK ONE - SEE REVERSE SIDE OF THIS FORM FOR OWNERSHIP DEFINITIONS)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
[_] Individual [_] Joint Tenants [_] Tenants in Common [_] Uniform Transfer to Minors
[_] IRA (for broker use only) [_] Corporation [_] Fiduciary (Under Agreement Dated___, 199__) [_] Other ______________
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(6) NASD AFFILIATION (CHECK AND INITIAL ONLY IF APPLICABLE.)
----
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
[_] Check here and initial below if you are a member of the NASD ("National Association of Securities Dealers") or a person
associated with an NASD member or a member of the immediate family of any such person to whose support such person contributes,
directly or indirectly, or if you have an account in which an NASD member, or person associated with an NASD member, has a
beneficial interest. I agree (i) not to sell, transfer or hypothecate the stock for a period of 90 days following issuance; and
(ii) to report this subscription in writing to the applicable NASD member I am associated with within one day of payment for
the stock.
____ (Please initial)
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
(7) ACKNOWLEDGMENT AND SIGNATURE (VERY IMPORTANT)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
I(we) acknowledge receipt of the Prospectus dated _________, 1998, and that I(we) have been advised to read the Prospectus
(including the section entitled "Special Considerations"). I(we) understand that, after receipt by Northwest Bancorp, Inc., or
Corry Savings Bank (as agent for Northwest Bancorp, Inc.), this order may not be modified or withdrawn without the consent of
-------
Northwest Bancorp, Inc. I(we) hereby certify that the shares which are being subscribed for are for my(our) account only, and
that I(we) have no present agreement or understanding regarding any subsequent sale or transfer of such shares and I(we)
confirm that my(our) order does not conflict with the purchase limitations and other provisions in the Corry Savings Bank Plan
of Merger and Stock Issuance Plan. I(we) acknowledge that the common stock being ordered is not a deposit or savings account,
is not insured by the FDIC, is not guaranteed by Northwest Bancorp, Inc., Corry Savings Bank, Northwest Bancorp, MHC or any
government agency or other entity, and may decrease in value at any time. Under penalties of perjury, I(we) certify that (1)
the Social Security #(s) or Tax ID#(s) given above is(are) correct; and (2) I(we) am(are) not subject to backup withholding
tax. (You must cross out #2 above if you have been notified by the Internal Revenue Service that you are subject to backup
withholding because of underreporting interest or dividends on your tax return).
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C>
Please sign and date this form. ONLY ONE SIGNATURE IS REQUIRED, UNLESS AUTHORIZING A WITHDRAWAL FROM A CORRY SAVINGS BANK
-----------------------------------------------------------------------------------------
DEPOSIT ACCOUNT REQUIRING MORE THAN ONE SIGNATURE TO WITHDRAW FUNDS. If signing as a custodian, corporate officer, etc., please
--------------------------------------------------------------------
include your full title.
<CAPTION>
<S> <C> <C> <C> <C> <C>
____________________________________________________ ____________________________________________________
Signature Title (if applicable) Date Signature Title (if applicable) Date
<CAPTION>
<S> <C>
THIS ORDER NOT VALID UNLESS SIGNED WE RECOMMEND RETAINING A COPY OF THIS FORM FOR YOUR RECORDS
-----------------------------------------------------------------------------------------------
QUESTIONS? Please call (___) ___-____ from 9:00 am to 4:00 pm, Monday-Friday
</TABLE>
<PAGE>
STOCK ORDER FORM INSTRUCTIONS
-----------------------------
(1) COMMON STOCK SUBSCRIPTION AMOUNT -- Indicate the dollar amount of Northwest
-------------------------------- ------
Bancorp, Inc. common stock that you wish to purchase. The minimum purchase is
$500. No individual, together with associates or persons acting in concert with
such person, may purchase more than 5% of the shares sold in the Offering, or
$95,579 based on the sale of $1,911,588 of common stock in the Offering.
Northwest Bancorp, Inc. reserves the right to accept or reject orders placed in
any Community Offering.
(2) METHOD OF PAYMENT -- Payment for shares may be made by check, bank draft or
-----------------
money order payable to [CORRY SAVINGS BANK]. Funds received will be cashed
immediately, and placed in a segregated account at Corry Savings Bank. You will
earn interest at Northwest Savings Bank's passbook rate from the time funds are
received until the Offering is consummated. Wires will not be accepted.
You may pay for your shares by withdrawal from your Corry Savings Bank deposit
account(s). Indicate the account number(s) and the amount(s) to be withdrawn.
These funds will be unavailable to you from the time this Stock Order Form is
received, however, the funds will remain in your account and continue to earn
interest at the account's contractual rate until the Offering is consummated.
PLEASE CONTACT THE STOCK INFORMATION CENTER PROMPTLY IF YOU ARE INTENDING TO
UTILIZE CORRY SAVINGS BANK IRA OR KEOGH FUNDS (OR ANY OTHER SUCH FUNDS) TO
MAKE YOUR STOCK PURCHASE.
(3) PURCHASER INFORMATION -- Check the applicable box. This information is very
---------------------
important because eligibility dates are utilized to prioritize your order in the
event that we receive orders for more stock than is available. List the name(s)
on the deposit account(s) and account number(s) that you held at the applicable
date. Please see the portion of the Prospectus entitled "The Offering and
Merger Subscription Offering and Subscription Rights", for explanation of the
purchase priorities in the Offering and how shares will be allocated in the
event the Offering is oversubscribed. FAILURE TO COMPLETE THIS SECTION,
---------------------------------
COMPLETING THIS SECTION INCORRECTLY OR OMITTING INFORMATION IN THIS SECTION
- ---------------------------------------------------------------------------
COULD RESULT IN A LOSS OF ALL OR PART OF YOUR STOCK ALLOCATION IN THE EVENT OF
- ------------------------------------------------------------------------------
AN OVERSUBSCRIPTION.
- -------------------
(4) STOCK REGISTRATION -- Please CLEARLY PRINT the name(s) and address in which
------------------
you want the stock certificate registered and mailed. If you are exercising
subscription rights by purchasing in the Subscription Offering as a Corry
Savings Bank: (i) Eligible Account Holder as of March 31, 1996; (ii)
Supplemental Eligible Account Holder as of December 31, 1997, or (iii) Other
Member as of July 20, 1998, you must register the stock in the name of at least
one of the account holders listed on your account as of the applicable date.
However, adding the name(s) of persons who are not account holders, or were
- -------
account holders at a later date, will be a violation of your subscription right
and will result in a loss of your purchase priority. NOTE: ONE STOCK
CERTIFICATE WILL BE GENERATED PER ORDER FORM. IF VARIOUS REGISTRATIONS AND
SHARE AMOUNTS ARE DESIRED ON VARIOUS CERTIFICATES, A SEPARATE STOCK ORDER FORM
MUST BE COMPLETED FOR EACH CERTIFICATE DESIRED.
Enter the Social Security Number or Tax ID Number of the registered owner(s).
The first number listed will be identified with the stock certificate for tax
purposes.
Be sure to include at least one phone number, in the event you must be contacted
regarding this Stock Order Form.
(5) FORM OF STOCK OWNERSHIP -- Please check the one type of ownership
-----------------------
applicable to your registration. An explanation of each follows:
GUIDELINES FOR REGISTERING STOCK
--------------------------------
For reasons of clarity and standardization, the stock transfer industry
has developed uniform stockholder registrations which we will utilize in the
issuance of your Northwest Bancorp, Inc. stock certificate(s). If you have any
questions, please consult your legal advisor.
Stock ownership must be registered in one of the following manners:
<TABLE>
<CAPTION>
<S> <C>
INDIVIDUAL: Avoid the use of two initials. Include the first given name,
middle initial and last name of the stockholder. Omit words of
limitation that do not affect ownership rights such as
"special account," "single man," "personal property," etc. If
the stock is held individually upon the individual's death,
the stock will be owned by the individual's estate and
distributed as indicated by the individual's will or otherwise
in accordance with law.
JOINT: Joint ownership of stock by two or more persons shall be
inscribed on the certificate with one of the following types
of joint ownership. Names should be joined by "and"; do not
connect with "or." Omit titles such as "Mrs.," "Dr.," etc.
JOINT TENANTS Joint Tenancy with Right of Survivorship and
not as Tenants in Common may be specified to identify two or
more owners where ownership is intended to pass automatically
to the surviving tenant(s).
TENANTS IN COMMON Tenants in Common may be specified to
identify two or more owners. When stock is held as tenancy in
common, upon the death of one co-tenant, ownership of the
stock will be held by the surviving co-tenant(s) and by the
heirs of the deceased co-tenant. All parties must agree to the
transfer or sale of shares held in this form of ownership.
UNIFORM TRANSFER Stock may be held in the name of a custodian for a minor under
TO MINORS: the Uniform Transfers to Minors laws of the individual states.
There may be only one custodian and one minor designated on a
stock certificate. The standard abbreviation of custodian is
"CUST,", while the description "Uniform Transfers to Minors
Act" is abbreviated "UNIF TRAN MIN ACT." Standard U.S. Postal
Service state abbreviations should be used to describe the
appropriate state. For example, stock held by John P. Jones
under the Uniform Transfers to Minors Act will be abbreviated:
JOHN P. JONES CUST SUSAN A. JONES
UNIF TRAN MIN ACT PA
FIDUCIARIES: Stock held in a fiduciary capacity must contain the following:
1. The name(s) of the fiduciary(ies):
. If an individual, list the first given name, middle
initial and last name.
. If a corporation, list the corporate title
. If an individual and a corporation, list the
corporation's title before the individual.
2. The fiduciary capacity: Administrator, Conservator,
Committee, Executor, Trustee, Personal Representative,
Custodian
3. The type of document governing the fiduciary
relationship. Generally, such relationships are either
under a form of living trust agreement or pursuant to a
court order. Without a document establishing a fiduciary
relationship, your stock may not be registered in a
fiduciary capacity.
4. The date of the document governing the relationship. The
date of the document need not be used in the description
of a trust created by a will.
5. Either of the following:
The name of the maker, donor or testator OR
The name of the beneficiary
Example of Fiduciary Ownership:
JOHN D. SMITH, TRUSTEE FOR TOM A. SMITH
UNDER AGREEMENT DATED 6/9/74
</TABLE>
(6) NASD AFFILIATION -- Check the box and initial, if applicable.
----------------
(7) ACKNOWLEDGMENT AND SIGNATURE -- Stock order forms submitted without a
----------------------------
signature will not be accepted. Only one signature is required, unless the
method of payment section of this Form includes authorization to withdraw
from a Corry Savings Bank account requiring more than one signature. If
signing as a custodian, trustee, corporate officer, etc., please include
your title. If exercising a Power of Attorney, you must submit a copy of
the POA agreement with this Form.
QUESTIONS? Please call (___) ___-____ from 9:00 am to 4:00 pm, Monday-Friday
THE SHARES OF COMMON STOCK ARE NOT DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
