[NORTHWEST LOGO]
October 23, 1998
Dear Stockholder:
We cordially invite you to attend the 1998 Annual Meeting of Stockholders of
Northwest Bancorp, Inc. (the "Company"). The Annual Meeting will be held at
the Knights of Columbus Hall, located at 219 2nd Avenue, Warren, Pennsylvania,
at 11:00 a.m. (Pennsylvania time) on November 18, 1998.
The enclosed Notice of Annual Meeting and Proxy Statement describes the formal
business to be transacted. During the Annual Meeting we will also report on
the operations of the Company. Directors and officers of the Company, as well
as a representative of our independent auditors, will be present to respond to
any questions that stockholders may have.
The business to be conducted at the Annual Meeting includes the election of
four directors and stockholders will be requested to ratify the appointment of
KPMG Peat Marwick LLP as auditors for the Company's 1999 fiscal year.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interest of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board
of Directors unanimously recommends a vote "FOR" each matter to be considered.
Also enclosed for your review is our 1998 Annual Report to Stockholders, which
contains detailed information concerning the activities and operating
performance of the Company. On behalf of the Board of Directors, we urge you
to sign, date and return the enclosed proxy card as soon as possible even if
you currently plan to attend the Annual Meeting. This will not prevent you
from voting in person, but will assure that your vote is counted if you are
unable to attend the Annual Meeting.
Sincerely,
/s/ John O. Hanna
John O. Hanna
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
NORTHWEST BANCORP, INC.
Liberty and Second Streets
Warren, Pennsylvania 16365-2353
(814) 726-2140
NOTICE OF
1998 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On November 18, 1998
Notice is hereby given that the 1998 Annual Meeting of Northwest
Bancorp, Inc., (the "Company") will be held at the Knights of Columbus Hall,
219 2nd Avenue, Warren, Pennsylvania, on November 18, 1998 at 11:00 a.m.
Pennsylvania time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of four directors of the Company;
2. The ratification of the appointment of KPMG Peat Marwick LLP as
auditors for the Company for the fiscal year ending June 30, 1999;
and
such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date secified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 30,
1998, are the stockholders entitled to vote at the Meeting, and any
adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED
PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER
TO VOTE PERSONALLY AT THE MEETING.
By Order of the Board of Directors
/s/ Gregory C. LaRocca
Gregory C. LaRocca
Senior Vice President and Corporate
Secretary
Warren, Pennsylvania
October 23, 1998
- --------------------------------------------------------------------------
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------
<PAGE>
Proxy Statement
NORTHWEST BANCORP, INC.
Liberty and Second Streets
Warren, Pennsylvania 16365-2353
(814)726-2140
1998 ANNUAL MEETING OF STOCKHOLDERS
November 18, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Northwest Bancorp, Inc. (the
"Company") to be used at the 1998 Annual Meeting of Stockholders of Northwest
Bancorp, Inc. (the "Meeting"), which will be held at the Knights of Columbus
Hall, 219 2nd Avenue, Warren, Pennsylvania, on November 18, 1998, at 11:00
a.m., Pennsylvania time, and all adjournments of the Meeting. The
accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about October 23, 1998.
References herein to the Company may indicate Northwest Savings Bank (the
"Bank"), the wholly-owned subsidiary of the Company, depending on the context.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors
of the Company will be voted in accordance with the directions given thereon.
You must sign and return your Proxy to the Company in order for your vote to
be counted. Proxies received by the Company which are signed, but contain no
instructions for voting will be voted "FOR" the proposals set forth in this
Proxy Statement for consideration at the Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, Gregory C. LaRocca, at the address of the Company
shown above, or by returning a duly executed proxy bearing a later date. The
presence at the Meeting of any stockholder who had given a proxy shall not
revoke such proxy unless the stockholder delivers his or her ballot in person
at the Meeting or delivers a written revocation to the Secretary of the
Company prior to the voting of such proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the Company's common stock, par value $.10 per
share (the "Common Stock"), as of the close of business on September 30, 1998
(the "Record Date") are entitled to one vote for each share then held. As of
the Record Date, there were 46,625,770 shares of Common Stock issued and
outstanding. The presence in person or by proxy of a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute
a quorum at the Meeting. Directors are elected by a plurality of votes cast.
Shares represented by all properly executed proxies received prior to the
Meeting and not revoked prior to exercise will be voted in the manner
specified by the holder thereof. The affirmative vote of holders of a
majority of the total votes present at the Meeting in person or by proxy,
without regard to broker non-votes, is required for the ratification of KPMG
Peat Marwick LLP as auditors for the fiscal year ending June 30, 1999. Shares
as to which the "Abstain" box has been selected on the proxy card will be
counted as shares present and entitled to vote and will have the same effect
of a vote against the matter. Northwest Bancorp, MHC (the "Mutual Holding
Company") intends to vote in favor of all of the items being presented to a
vote of stockholders, and, accordingly, approval of all proposals is assured.
Persons and groups who beneficially own in excess of 5% of the Common
Stock are required to file certain reports with the Securities and Exchange
Commission (the "SEC") regarding such ownership pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"). The following table sets forth, as
<PAGE>
of June 30, 1998, the shares of Common Stock beneficially owned by executive
officers and directors as a group and by each person who was the beneficial
owner of more than 5% of the outstanding shares of Common Stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1) Outstanding
--------------------- ------------------- ------------------
Northwest Bancorp, MHC (2) 32,400,000 69.5%
Liberty and Second Streets
Warren, Pennsylvania 16365-2353
Northwest Bancorp, MHC, 33,545,709 71.9%
and all the Bank's directors and
executive officers as a group
(15 directors and officers) (2)
- ------------------------------
(1)In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner for purposes of this table, of any shares of Common
Stock if he has shared voting or investment power with respect to such
security, or has a right to acquire beneficial ownership at any time within 60
days from the date as of which beneficial ownership is being determined. As
used herein, "voting power" is the power to vote or direct the voting of
shares and "investment power" is the power to dispose or direct the
disposition of shares, and includes all shares held directly as well as by
spouses and minor children, in trust and other indirect ownership, over which
shares the named individuals effectively exercise sole or shared voting or
investment power.
(2)Includes 32,400,000 shares of Common Stock held by Mutual Holding Company,
of which the Company's executive officers and directors are also executive
officers and trustees. Excluding shares of Common Stock held by Mutual
Holding Company, the Company's executive officers and directors owned
1,145,709 shares of Common Stock, or 2.5% of the outstanding shares.
PROPOSAL I ELECTION OF DIRECTORS
The Company's Board of Directors consists of ten members. The Company's
bylaws provide that approximately one-third of the directors are to be elected
annually. Directors of the Company are generally elected to serve for a
three-year period and until their respective successors shall have been
elected and shall qualify. Four directors will be elected at the Meeting and
will serve until their successors have been elected and qualified. The
Nominating Committee has nominated Robert G. Ferrier, Richard E. McDowell,
Joseph T. Stadler and Walter J. Yahn to serve as directors for a three year
term. All of the nominees are currently members of the Board of Directors.
<PAGE>
The table below sets forth certain information regarding the
composition of the Company's Board of Directors as of June 30, 1998, including
the terms of office of Board members. It is intended that the proxies
solicited on behalf of the Board of Directors (other than proxies in which the
vote is withheld as to the nominee) will be voted at the Meeting for the
election of the nominees identified below. If the nominee is unable to serve,
the shares represented by all such proxies will be voted for the election of
such substitute as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why the nominees might be unable to
serve, if elected. Except as indicated herein, there are no arrangements or
understandings between the nominees and any other person pursuant to which
such nominees were selected.
<TABLE>
<CAPTION>
Shares of
Positions Common Stock
Held in the Director Current Term Beneficially Percent
Name (1) Age Bank Since (2) to Expire Owned (3) Of Class
- -------- --- ----------- ---------- ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEE
Robert G. Ferrier 58 Director 1980 1998 46,334(4) *
Richard E. McDowell 54 Director 1972 1998 74,000(5) *
Joseph T. Stadler 66 Director 1970 1998 33,400(6) *
Walter J. Yahn 70 Director 1972 1998 56,373(7) *
DIRECTORS CONTINUING IN OFFICE
William J. Wagner 44 Executive Vice
President, 1994 1999 101,901(8) *
Treasurer,
Chief Financial Officer
and Director
Thomas K. Creal, III 59 Director 1982 1999 13,200(9) *
John J. Doyle 70 Director 1970 1999 45,200(4) *
John S. Young 71 Director 1972 1999 48,472(4) *
John O. Hanna 66 Chairman of 1970 2000 367,770(10) *
the Board,
President, Chief Executive
Officer and Director
Richard L. Carr 57 Director 1982 2000 37,474(4) *
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
John M. Blair 62 Senior Vice
President- N/A N/A 58,260(11) *
Mortgage Lending
Gregory C. LaRocca 47 Senior Vice N/A N/A 61,317(12) *
President-
Administration and
Corporate Secretary
Robert A. Ordiway 50 Senior Vice N/A N/A 67,440(12) *
President-
Community Banking
Raymond R. Parry 61 Senior Vice N/A N/A 75,429(13) *
President-
Consumer Lending
James E. Vecellio 49 Senior Vice N/A N/A 59,139(14) *
President-
Operations
- ----------------------------
</TABLE>
* Less than 1%.
(1) The mailing address for each person listed is Liberty Street and
Second Avenue, Warren, Pennsylvania 16365-2353.
(2) Reflects initial appointment to the Board of Directors of the Bank's
mutual predecessor. Each director of the Company is also a trustee of
the Mutual Holding Company, which owns the majority of the issued and
outstanding shares of Common Stock.
(3) See definition of "beneficial ownership" in the table in "Voting
Securities and Principal Holders Thereof."
(4) Includes options to purchase 13,200 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial
ownership is being determined and 4,800 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(Footnotes continued on following page)
<PAGE>
(5) Includes options to purchase 4,400 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial
ownership is being determined and 4,800 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(6) Includes options to purchase 13,200 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial
ownership is being determined and 9,600 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(7) Includes options to purchase 13,200 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial
ownership is being determined and 12,000 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(8) Includes options to purchase 48,000 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial
ownership is being determined and 12,800 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(9) Includes 4,800 restricted shares which had not vested as of the date
beneficial ownership is being determined.
(10) Includes options to purchase 155,000 shares of Common Stock which
are exercisable within 60 days of the date as of which beneficial
ownership is being determined and 46,000 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(11) Includes options to purchase 22,630 shares of Common Stock which
are exercisable within 60 days of the date as of which beneficial
ownership is being determined and 8,000 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(12) Includes options to purchase 16,800 shares of Common Stock which
are exercisable within 60 days of the date as of which beneficial
ownership is being determined and 5,600 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(13) Includes options to purchase 24,000 shares of Common Stock which
are exercisable within 60 days of the date as of which beneficial
ownership is being determined and 8,000 restricted shares which had
not vested as of the date beneficial ownership is being determined.
(14) Includes options to purchase 26,400 shares of Common Stock which
are exercisable within 60 days of the date as of which beneficial
ownership is being determined and 8,800 restricted shares which had
not vested as of the date beneficial ownership is being determined.
The principal occupation during the past five years of each director of
the Company is set forth below. All directors have held their present
positions for five years unless otherwise stated.
John O. Hanna has been employed by the Company since 1960, and was Chief
Executive Officer of the Bank from 1972 until August, 1998. Mr. Hanna was
elected Chairman of the Board on August 1, 1998 and remains President and
Chief Executive Officer of the Company. Mr. Hanna is also a director of the
Pennsylvania Association of Community Bankers; the Blair Corporation, a mail
order company, and serves as Chairman of the Distribution Committee of the
Warren Foundation. Mr. Hanna is also President, Chief Executive Officer, and
a Director of Jamestown Savings Bank, a New York-chartered savings bank and a
wholly-owned subsidiary of the Company.
William J. Wagner was named President and Chief Executive Officer of the
Bank on August 1, 1998 and remains Executive Vice President, Treasurer and CFO
of the Company. Mr. Wagner was the Chief Financial Officer for the Bank since
1984 and was named Chief Operating Officer in 1996. Mr. Wagner was appointed
Executive Vice President in 1992 and was elected to the Board of Directors in
1994. Mr. Wagner is a certified public accountant. Mr. Wagner is also
Secretary/Treasurer and a Director of Jamestown Savings Bank.
Thomas K. Creal, III has been a partner in the architectural firm of
Creal, Hyde & Larson, in Warren, Pennsylvania since 1969.
John J. Doyle has been President of Perry Construction Company, Erie,
Pennsylvania, since 1989.
John S. Young was President and Sales Manager for Young Brothers
Electronics, Inc. from 1953 through 1983, Sales Representative for Lee
Distributing Company from 1983 through 1987, and Sales Agent for Paul C. Nunes
Associates from 1987 through 1992, when he retired.
Richard L. Carr served as Superintendent of the Titusville Area School
District, Titusville, Pennsylvania from 1986 until his retirement in 1996.
Since his retirement, he has served as a consultant to the University of
Findlay located in Findlay, Ohio.
<PAGE>
Robert G. Ferrier has been President of Ferrier Hardware, Inc. since 1957
and President of Drexel Realty, Erie, Pennsylvania since 1972.
Richard E. McDowell has served as President of the University of
Pittsburgh at Bradford, Bradford, Pennsylvania since 1970. Dr. McDowell is
also a director of Bradford Educational Foundation, the Blaisdell Foundation,
and the Bradford Regional Medical Center.
Joseph T. Stadler retired in January 1995. Prior to that time, he served
as Vice President-Manufacturing of Superior Bronze Corporation in Erie,
Pennsylvania.
Walter J. Yahn is Chairman of the Board, founder, and Chief Executive
Officer of the Erie Advanced Manufacturing Company, Erie, Pennsylvania. He
has served in this capacity since 1971.
Executive Officers who are not Directors
John M. Blair was employed by the Bank beginning in 1961, and most
recently served as Senior Vice President in charge of Mortgage Lending. In
August 1998, he was elected Senior Vice President and Senior Residential Loan
Officer of the Company.
Gregory C. LaRocca was employed by the Bank beginning in 1992, and
currently serves as Senior Vice President of Administration and Corporate
Secretary for the Bank and the Company. He was previously Chief Executive
Officer of American Federal Savings, which merged with the Bank in March of
1992.
Robert A. Ordiway has been employed by the Bank since 1975, most recently
as Senior Vice President of Community Banking. Mr. Ordiway is also a Director
of Jamestown Savings Bank.
Raymond R. Parry has been employed by the Bank since 1981, most recently
as Senior Vice President of Consumer Lending and President of Northwest
Consumer Discount Company, a wholly owned subsidiary of the Bank.
James E. Vecellio was employed by the Bank beginning in 1977, and
currently serves as Senior Vice President of Operations for the Bank and the
Company.
Meetings and Committees of the Board of Directors
The business of the Company is conducted at regular and special meetings
of the full Board and its standing committees. The standing committees
consist of the Executive, Audit, Personnel and Pension, Risk Management, Long
Range Planning and Community Reinvestment Committees. The full Board of
Directors acts as Nominating Committee for the Company. Mr. Hanna, President
of the Company, is an ex officio member of each of the committees, except for
the Audit Committee. During the fiscal year ended June 30, 1998, the Board of
Directors met at 12 regular meetings and no special meetings were called in
accordance with the Bylaws. No member of the Board or any committee thereof
attended less than 75% of said meetings.
The Audit Committee consists of Directors Carr, who serves as Chairman,
Doyle, Young and Stadler. This committee meets with the internal auditor to
review audit programs and the results of audits of specific areas as well as
other regulatory compliance issues. In addition, the Audit Committee meets
with the independent certified public accountants to review the results of the
annual audit and other related matters. The Audit Committee met four times
during the fiscal year ended June 30, 1998.
The Personnel and Pension Committee of the Board of Directors consists of
Directors Young, who serves as Chairman, Hanna, Carr, Creal and Stadler. The
committee meets when needed to review all employment policies and the
performance and remuneration of the officers and employees of the Company, and
to review and approve all compensation and benefit programs implemented by the
Company and all matters relating to pension plan administration. The
committee met four times during the fiscal year ended June 30, 1998.
<PAGE>
Ownership Reports by Officers and Directors
The Common Stock is registered pursuant to Section 12(g) of the Exchange
Act. The officers and directors of the Company and beneficial owners of
greater than 10% of the Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4 and 5 with the SEC disclosing beneficial ownership
and changes in beneficial ownership of the Common Stock. SEC rules require
disclosure in the Company's Proxy Statement and Annual Report on Form 10-K of
the failure of an officer, director or 10% beneficial owner of the Common
Stock to file a Form 3, 4 or 5 on a timely basis. Based on the Company's
review of such ownership reports, no other officer, director or 10% beneficial
owner of the Company failed to file such ownership reports on a timely basis
for the fiscal year ended June 30, 1998.
Compensation Committee Interlocks and Insider Participation
The Company's Personnel and Pension Committee determines the salaries to
be paid each year to the officers of the Company. The Personnel and Pension
Committee consists of Directors Young, who serves as Chairman, Hanna, Carr,
Creal and Stadler. Mr. Hanna is also President and Chief Executive Officer of
the Company. The Company leases approximately 13,000 square feet of office
space from Mr. Hanna at an annual rent of $47,600. The leasing value of the
property was appraised by two outside appraisers at the time the Company and
Mr. Hanna entered into the lease. The Federal Home Loan Bank Board (the
Bank's principal federal regulator at such time) reviewed the terms of the
lease and had no objection to the lease arrangement.
Report of the Board of Directors on Executive Compensation
Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits
provided to its Chief Executive Officer and other executive officers. The
disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting those individuals. In fulfillment of this requirement, the
Company's Personnel and Pension Committee, has prepared the following report
for inclusion in this Proxy Statement.
The Personnel and Pension Committee annually reviews the performance of
the Chief Executive Officer and other executive officers, and approves changes
to base compensation as well as the level of bonus, if any, to be awarded to
executive officers other than Mr. Hanna. Mr. Hanna's compensation is
determined by a formula fixed by the terms of his employment agreement. In
addition, the Personnel and Pension Committee recommends bonuses to be awarded
to Mr. Hanna and certain other officers based on a numerical formula relating
to the Company's return on average assets. Based on this formula, and the
Company's return on average assets for the fiscal year ended June 30, 1997, a
20% bonus was awarded to Mr. Hanna, which was paid during the fiscal year
ended June 30, 1998. Based on the same formula, and the Company's return on
average assets for the fiscal year ended June 30, 1998, a 20% bonus will be
paid to Mr. Hanna during the fiscal year ending June 30, 1999. Mr. Hanna was
also paid the holiday bonus discussed below. Differences between the amount
of these bonuses and the amounts set forth in the "Executive Compensation"
table relate largely to the timing of the payment of bonuses. In determining
whether the base salary of other executive officers should be adjusted, the
Company's Personnel and Pension Committee takes into account individual
performance, performance of the Company, the size of the Company and the
complexity of its operations, and information regarding compensation paid to
executives performing similar duties for financial institutions in the
Company's market area. In addition, all employees of the Company including
officers generally receive a holiday bonus equal to approximately 5% of base
compensation.
While the Personnel and Pension Committee does not use strict numerical
formulas to determine changes in compensation and while it weighs a variety of
different factors in its deliberations, it has emphasized and will continue to
emphasize earnings, profitability, capital position and income level, and
return on average assets as factors in setting the compensation. Other non-
quantitative factors considered by the Company's Personnel and Pension
Committee in fiscal 1998 included general management oversight of the Company,
the quality of communication with the Personnel and Pension Committee, and the
productivity of employees. Finally, the Personnel and Pension Committee
considered the standing of the Company with customers and the community, as
<PAGE>
evidenced by the level of customer/community complaints and compliments.
While each of the quantitative and non-quantitative factors described above
was considered by the Personnel and Pension Committee, such factors were not
assigned a specific weight in evaluating the performance of the Company's
executives. Rather, all factors were considered, and based upon the
effectiveness of such officers in addressing each of the factors, and the
range of compensation paid to officers of peer institutions, the Personnel and
Pension Committee approved salary increases for the Company's six executive
officers not covered by an employment agreement.
This report has been provided by the Personnel and Pension Committee
consisting of Directors John S. Young, Chairman, and John O. Hanna, John J.
Carr, Thomas K. Creal, III and Joseph T. Stadler.
<PAGE>
Stock Performance Graph
Set forth hereunder is a stock performance graph comparing (a) the
cumulative total return on the Common Stock for the period beginning with the
last trade of the Bank's stock on November 7, 1994, or $4.50 per share (as
adjusted), as reported by the Nasdaq National Market, through June 30, 1998,
(b) the cumulative total return on stocks included in the Nasdaq Bank Index
over such period, and (c) the cumulative total return on stocks included in
the Nasdaq Composite Index over such period. Cumulative return assumes the
reinvestment of dividends, and is expressed in dollars based on an assumed
investment of $100.
There can be no assurance that the Company's stock performance will
continue in the future with the same or similar trend depicted in the graph.
The Company will not make or endorse any predictions as to future stock
performance.
[Chart goes here]
Northwest Bancorp, Inc. 100 108.58 130.24 183.85 379.80
Nasdaq Bank Index 100 115.16 149.89 234.33 325.23
Nasdaq Stock Market 100 120.90 155.23 188.74 249.05
<PAGE>
Executive Compensation
The following table sets forth for the fiscal years ended June 30, 1998,
1997, and 1996, certain information as to the total remuneration paid by the
Company to the President and Chief Executive Officer, and Executive Vice
President and Chief Financial Officer of the Company, and for the fiscal year
ended June 30, 1998 certain information as to the total remuneration paid by
the Company to the five most highly compensated executive officers of the
Company or the Bank other than the Chief Executive Officer and the Executive
Vice President ("Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------- -----------------------------------
Awards (4) Payouts
Other ---------------------- -------- All
Name and Year Annual Restricted Options/ other
principal position Ended Salary Compensation Stock SARS (#) LTIP
Compensation
(1) 6/30 (2) ($) Bonus($) (3) Awards(#) Payouts (5) ($)
- ---------------------------------------------------------------------------------------------------------------
- --
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John O. Hanna 1998 399,992 99,999 0 0 0 0 38,936
President and Chief 1997 399,984 107,990 0 0 0 0 40,266
Executive Officer 1996 374,819 101,500 0 116,000 (6) 300,000 (7) 0 43,137
William J. Wagner 1998 186,096 42,230 0 0 0 0 19,781
Executive Vice 1997 171,826 41,966 0 0 0 0 20,721
President, Chief 1996 146,615 35,830 0 32,000(6) 80,000 (7) 0 20,177
Operating Officer and
Chief Financial Officer
John M. Blair 1998 93,458 18,635 0 0 0 0 9,869
Senior Vice President- 1997 87,966 18,673 0 0 0 0 10,228
Mortgage Lending (8)
Gregory C. LaRocca 1998 93,458 18,635 0 0 0 0 9,869
Senior Vice President 1997 87,968 18,698 0 0 0 0 10,269
and Corporate Secretary
(8)
Robert A. Ordiway 1998 94,946 18,672 0 0 0 0 10,179
Senior Vice President- 1997 87,915 17,345 0 0 0 0 9,722
Community Banking (8)
Raymond R. Parry 1998 93,458 18,635 0 0 0 0 9,869
Senior Vice President- 1997 87,956 18,623 0 0 0 0 10,172
Consumer Lending(8)
James E. Vecellio 1998 97,958 19,650 0 0 0 0 10,670
Senior Vice President- 1997 92,471 19,736 0 0 0 0 11,131
Operations (8)
</TABLE>
(1) No other executive officer received salary and bonuses that in the
aggregate exceeded $100,000.
(2) Includes amounts deferred at the election of named officers pursuant
to the Northwest Retirement Savings Plan (the "401(k) Plan").
(3) For the fiscal years ended June 30, 1998, 1997 and 1996, there were
no perquisites exceeding the lesser of $50,000 or 10% of the
individual's total salary and bonus for the year.
(4) Adjusted for the May 22, 1996, two-for-one stock split and the
November 14, 1997, two-for-one stock split.
(5) Includes shares awarded pursuant to the Company's employee stock
ownership plan, amounts paid for life insurance premiums, and Bank
contributions to the 401(k) Plan.
(6) Includes shares of Common Stock awarded pursuant to the Northwest
Savings Bank and Northwest Bancorp, MHC 1995 Recognition and
Retention Plan for Employees and Outside Directors (the "Recognition
Plan"), for which no cash consideration was paid by the recipient.
The awards vest in five annual installments. Dividends on such
shares are paid to the recipient. The value of such shares was
determined by multiplying the number of shares awarded by the last
sale price of Common Stock on the day prior to the award. At June
30, 1998, Messrs. Hanna, Wagner, Blair, LaRocca, Ordiway, Parry and
Vecellio held 46,000, 12,800, 8,000, 5,600, 5,600, 8,000 and 8,800
shares of Common Stock, respectively, that remain subject to
restrictions under the Recognition Plan. The fair market value of
such restricted stock on such date (based on the price of the last
sale reported on the Nasdaq National Market) was approximately
$727,398, $202,406, $126,504, $88,552, $88,552, $126,504 and
$139,154, respectively.
(7) Includes options awarded pursuant to the Northwest Savings Bank and
Northwest Bancorp, MHC 1995 Stock Option Plan. The options vest in
five equal annual installments, and the exercise price of such
options is $5.875.
(8) No disclosure is provided for the fiscal years ended June 30, 1996,
as such executive officer's total annual salary and bonus did not
exceed $100,000.
<PAGE>
Directors' Compensation
As of July 1, 1998, nonemployee directors of the Company and the Bank are
paid a total retainer of $10,000 per year plus $500 per board meeting attended
or $400 if participating via conference call. Nonemployee members of the
Executive, Audit, Risk Management, Long Range Planning, Personnel and Pension,
and Community Reinvestment Committees are paid a total of $500 for attendance
at committee meetings for both the Company and the Bank, or a total of $400 if
such committee meetings are held on a day of regularly scheduled Board
meetings or if the meetings are held via conference call.
The Company sponsors a non-tax qualified deferred compensation plan for
directors (the "Deferred Compensation Plan") that enables a director to elect
to defer all or a portion of his directors' fees. The amounts deferred are
credited with interest at the rate paid on the Company's five year certificate
of deposit. Deferred amounts are payable upon retirement of a director on or
after attaining age 59-1/2 but no later than age 72, in the form of a lump sum
or in five or ten equal installments. Payments to a director, or to his
designated beneficiary, may also be made from the Deferred Compensation Plan
upon the director's death, total and permanent disability, or termination of
service from the Board. Participants in the Deferred Compensation Plan would
not recognize taxable income with respect to the Deferred Compensation Plan
benefits until the assets are actually distributed.
The Company maintains a retirement plan for outside directors (the
"Directors Plan"). Directors who have served the Board for five years or more
and are not Bank employees are eligible to receive benefits under the
Directors Plan. Upon a director's retirement from the Board on or after five
years of service and the attainment of age 60, the director is entitled to
receive a retirement benefit equal to sixty percent of the annual retainer
paid immediately prior to retirement plus sixty percent of the board meeting
fees paid for the director's attendance at board meetings at the annual rate
which was in effect immediately prior to his retirement. If a director
retires after five years or more of service but before attaining age 60, the
director is entitled to one-half of the benefits otherwise available to him.
Retirement benefits commence on the first day of the calendar quarter
following the director's attainment of age 65, or if retirement occurs later,
on the first day of the calendar quarter following retirement. Such
retirement benefits are paid for a period equal to the lesser of the number of
a director's completed full years of service, his life, or ten years. No
survivor benefits are payable under the Directors Plan. During the fiscal
year ended June 30, 1998, the expense to the Bank of the Directors Plan was
$54,962.
1995 Stock Option Plan. During the fiscal year ended June 30, 1996, the
Bank adopted, and the Company has succeeded to, the Northwest Savings Bank and
Northwest Bancorp, MHC 1995 Stock Option Plan (the "1995 Stock Option Plan").
The 1995 Stock Option Plan was approved by a majority of stockholders other
than the Mutual Holding Company present at the 1995 Annual Meeting. The 1995
Stock Option Plan is a self-administering plan that granted to nonemployee
Directors Ferrier, McDowell, Stadler, Yahn, Creal, Doyle, Young, Carr and
three former directors nonstatutory options for each such director to purchase
22,000 (split adjusted) shares of Common Stock. Such shares vest in five equal
annual installments over a five year period beginning on December 20, 1995.
The 1995 Stock Option Plan further provides that each new non-employee
director shall be granted options to purchase 500 shares of Common Stock to
the extent options remain available in, or are returned to, the 1995 Stock
Option Plan. The exercise price per share for each option is equal to 95% of
the fair market value of the Common Stock on the date the option was granted,
or in the case of all options awarded during the fiscal year ended June 30,
1996, $5.58 per share (as adjusted for the May 22, 1996 stock split, and the
November 14, 1997 stock split). All options granted under the 1995 Stock
Option Plan expire upon the earlier of ten years following the date of grant
or one year following the date the optionee ceases to be a director. However,
in the event of termination of service or employment due to death, disability,
normal retirement or a change of control of the Company, nonstatutory stock
options may be exercised for up to five years.
1995 Directors Recognition and Retention Plan. During the fiscal year
ended June 30, 1996, the Bank adopted, and the Company has succeeded to, the
Northwest Savings Bank and Northwest Bancorp, MHC Recognition and Retention
Plan for Employees and Outside Directors (the "1995 Recognition Plan"). The
1995 Recognition Plan was approved by a majority of stockholders other than
the Mutual Holding Company present at the 1995 Annual Meeting. During the
fiscal year ended June 30, 1996, the Bank contributed sufficient funds to the
1995 Recognition Plan to enable it to purchase 552,000 shares of Common Stock
from the Bank, a total of 132,000 (as adjusted for the May 22, 1996 stock
<PAGE>
split and the November 14, 1997 stock split) shares of which were awarded to
nonemployee Directors Ferrier, McDowell, Stadler, Yahn, Creal, Doyle, Young,
Carr and three former directors. Such awards of Common Stock ("Restricted
Stock") are restricted by the terms of the 1995 Recognition Plan.
Participants earn (become vested in) shares of Restricted Stock covered by an
award, and all restrictions lapse in five equal annual installments,
commencing on either December 20, 1995 or January 5, 1996. Awards become
fully vested upon a participant's disability, death, or following termination
of service in connection with a change in control of the Company. Unvested
shares of Restricted Stock are forfeited by a director who is not an employee
upon failure to seek reelection, failure to be reelected, or resignation from
the Board. Prior to vesting, recipients of awards under the 1995 Recognition
Plan receive dividends and may vote the shares of Restricted Stock allocated
to them. The Committee will vote shares as to which no instructions are
received and any unallocated shares in the same proportion as allocated shares
for which instructions are given.
Employment Agreement
As of November 1993 the Bank renewed a five-year employment agreement, to
which the Company has succeeded, with John O. Hanna, President and Chief
Executive Officer of the Company, which was originally entered into in
November 1985. The current employment agreement provides for a five-year
term, and continues through November 1998. The agreement provides that the
base salary of Mr. Hanna shall be at the top quartile of compensation of
executives in the Company's peer group. As of June 30, 1998, Mr. Hanna's base
salary was $400,000. In addition to the base salary, the employment agreement
provides that Mr. Hanna is to receive in lieu of the group life
insurancebenefit, a life insurance benefit equal to $1.0 million plus one
year's annual salary. Under the employment agreement, Mr. Hanna is also
entitled to certain perquisites and other personal benefits. In the event of
his death, the employment agreement requires the Company to continue to pay
Mr. Hanna's salary to his beneficiaries for one year, and continue medical
benefits for his spouse for her lifetime. A benefit will also be paid under
the employment agreement in the event of Mr. Hanna's disability prior to
retirement.
The employment agreement provides for termination by the Company for just
cause at any time, and in such event, no compensation or other benefits would
be due under the agreement. The Company may terminate his employment for
reasons other than just cause upon twelve months written notice to the
executive. In such event, Mr. Hanna would be entitled to 100% of his annual
compensation for the two-year period following termination, computed in
accordance with the formula used to increase the executive's salary each year
during employment (as determined in accordance with the Compensation Survey);
60% of his compensation for the third year following termination; and 40% of
his compensation for the fourth year following such termination. In the event
of a reorganization, merger, or consolidation, as defined in the employment
agreement, the executive is entitled to terminate his employment upon twelve
months written notice to the Company, and receive a lump-sum payment equal to
three times his annual compensation. Payments under the employment agreement
are limited so that they will not constitute an excess parachute payment under
Section 280G of the Internal Revenue Code of 1986.
The employment agreement provides for a reduction or complete elimination
of benefits should the executive commence employment for another employer
during the two-year period after termination of employment with the Bank.
Defined Benefit Plan
The Bank maintains a noncontributory defined benefit plan ("Retirement
Plan"). All employees age 21 or older who have worked at the Bank for a
period of one year and have been credited with 1,000 or more hours of
employment with the Bank during the year are eligible to accrue benefits under
the Retirement Plan. The Bank annually contributes an amount to the
Retirement Plan necessary to satisfy the actuarially determined minimum
funding requirements in accordance with the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). At June 30, 1998, the Retirement
Plan fully met its funding requirements under Section 412 of the Code.
At the normal retirement age of 65, the plan is designed to provide a life
annuity for a minimum payment period of ten years. The retirement benefit
provided is an amount equal to 1.6% of a participant's average monthly salary
based on the average of the five consecutive years of the last ten calendar
years providing the highest monthly average multiplied by the participant's
<PAGE>
years of service to the normal retirement date (up to a maximum of 25 years)
plus: (i) .6% of such average monthly compensation in excess of one-twelfth of
covered compensation (as defined in the plan) multiplied by the participant's
total number of years of service up to a maximum of 25 years, and (ii) for
participants who retire on or after June 1, 1995, .6% of such participant's
average monthly compensation multiplied by the participant's number of years
of service between 25 years and 35 years. Retirement benefits are also
payable upon retirement due to early and late retirement, disability or death.
A reduced benefit is payable upon early retirement at or after age 55 and the
completion of fifteen years of service with the Company (or after 25 years of
service and no minimum age). Upon termination of employment other than as
specified above, a participant who was employed by the Company for a minimum
of five years is eligible to receive his or her accrued benefit commencing,
generally, on such participant's normal retirement date. Benefits under the
Retirement Plan are payable in various annuity forms. For the plan year ended
December 31, 1997, the Company made a contribution to the Retirement Plan of
$1,160,000.
The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in calendar year
1997, expressed in the form of a single life annuity for the final average
salary and benefit service classifications specified below.
<TABLE>
<CAPTION>
Average Years of Service and Annual Benefit Payable at Retirement
Compensation 15 20 25 30 35 40
------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
$25,000 $ 6,000 $ 8,000 $10,000 $10,750 $11,500 $11,500
$50,000 $12,000 $16,000 $20,000 $21,500 $23,000 $23,000
$75,000 $19,581 $26,108 $32,635 $34,885 $37,135 $37,135
$100,000 $28,831 $37,108 $46,385 $49,385 $52,385 $52,385
$125,000 $36,081 $48,108 $60,135 $63,885 $67,635 $67,635
$150,000 plus $44,331 $59,108 $73,885 $78,385 $82,885 $82,885
</TABLE>
As of the plan year ended December 31, 1997, Messrs. Hanna, Wagner,
Blair, LaRocca, Ordiway, Parry and Vecellio had 36, 15, 36, 13, 24, 17 and 22
years of credited service (i.e., benefit service), respectively.
The accrued annual pension benefit as of June 30, 1998 for Messrs. Hanna,
Wagner, Blair, LaRocca, Ordiway, Parry and Vecellio are $109,980, $38,282,
$41,101, $14,886, $28,101, $24,885 and $32,704, respectively. Mr. Hanna's
benefit is greater than indicated in the table above because his pre-1994
average monthly compensation is grandfathered and not limited by the $150,000
cap on compensation which became effective beginning January 1, 1994.
Supplemental Executive Retirement Plan
The Bank has adopted a non-qualified supplemental executive retirement
plan ("SERP") for certain executives of the Bank to compensate those executive
participants in the Bank's Retirement Plan whose benefits are limited by
Section 415 of the Code (which caps annual benefits at $120,000 in 1996) or
Section 401(a)(17) of the Code (which caps compensation at $150,000 beginning
in 1994). The SERP provides the designated executives with retirement
benefits generally equal to the difference between the benefit that would be
available under the Retirement Plan but for the limitations imposed by Code
Sections 401(a)(17) and 415 and that which is actually funded as a result of
the limitations.
Pre-retirement survivor benefits are provided for designated
beneficiaries of participants who do not survive until retirement in an amount
equal to the lump sum actuarial equivalent of the participant's accrued
benefit under the SERP. Pre-retirement benefits are payable in 120 equal
monthly installments. The SERP is considered an unfunded plan for tax and
ERISA purposes. All obligations arising under the SERP are payable from the
general assets of the Bank.
<PAGE>
The benefits paid under the SERP supplement the benefits paid by the
Retirement Plan. The following table indicates the expected aggregate annual
retirement benefit payable from the Retirement Plan and SERP to SERP
participants, expressed in the form of a single life annuity with a 10-year
guaranteed payment for the final average salary and benefit service
classifications specified below:
<TABLE>
<CAPTION>
Average Years of Service and Benefit Payable at Retirement
Compensation 15 20 25 30 35 40
------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
$100,000 $27,831 $37,108 $46,385 $49,385 $52,385 $52,385
$125,000 $36,081 $48,108 $60,135 $63,885 $67,635 $67,635
$150,000 $44,331 $59,108 $73,885 $78,385 $82,885 $82,885
$175,000 $52,581 $70,108 $87,635 $92,885 $98,135 $98,135
$200,000 $60,831 $81,108 $101,385 $107,385 $113,385 $113,385
$250,000 $77,331 $103,108 $128,885 $136,385 $143,885 $143,885
$300,000 $93,831 $125,108 $156,385 $165,385 $174,385 $174,385
$350,000 $110,331 $147,108 $183,885 $194,385 $204,885 $204,885
$400,000 $126,831 $169,108 $211,385 $233,385 $235,385 $235,385
</TABLE>
At June 30, 1998, John O. Hanna had 38 years of credited service under
the SERP. Mr. Wagner is a new participant in the SERP because his income
exceeded the amounts permitted under Sections 401(a)(17) of the Code. The
Bank's pension cost attributable to the SERP was approximately $63,797 for the
fiscal year ended June 30, 1998.
1995 Stock Option Plan
During the fiscal year ended June 30, 1996, the Bank adopted, and the
Company has succeeded to, the Northwest Savings Bank and Northwest Bancorp,
MHC 1995 Stock Option Plan (the "1995 Stock Option Plan"). The 1995 Stock
Option Plan was approved at the 1995 Annual Meeting by the majority of
stockholders other than the Mutual Holding Company present at such meeting.
No options were granted to the Named Executive Officers under the 1995 Stock
Option Plan during the fiscal year ended June 30, 1998. Set forth below is
certain information concerning exercised and unexercisable options during the
fiscal year ended June 30, 1998, by the Named Executive Officers.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Fiscal Year-End (1) Fiscal Year-End (2)
Name Shares Acquired Value
Upon Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John O. Hanna 25,000 $218,750 155,000/120,000 $1,540,390/$1,192,560
William J. Wagner 0 0 48,000/32,000 $477,024/$318,016
John M. Blair 1,370 11,988 22,630/16,000 $224,896/$159,008
Gregory C. LaRocca 0 0 16,800/11,200 $166,958/$111,305
Raymond R. Parry 0 0 24,000/16,000 $238,512/$159,008
Robert A. Ordiway 0 0 16,800/11,200 $166,958/$111,305
James E. Vecellio 0 0 26,400/17,600 $262,363/$174,908
</TABLE>
_____________________________
(1) Adjusted for the May 22, 1996, two-for-one stock split and the November
14,1997 two-for-one stock split.
(2) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on June
30, 1998, at which date the last sale of the Common Stock as quoted on the
Nasdaq National Market was at $15.813 per share.
<PAGE>
Transactions With Certain Related Persons
Federal law requires that all loans or extensions of credit to executive
officers and directors must be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the normal
risk of repayment or present other unfavorable features. However, recent
regulations now permit executive officers and directors to receive the same
terms through benefit or compensation plans that are widely available to other
employees, as long as the director or executive officer is not given
preferential treatment compared to the other participating employees. The
Company's policy is that loans made to a director in excess of $100,000 for
non-residential purposes must be approved in advance by a majority of the
disinterested members of the Board of Directors. Loans to executive officers
must be approved by the full Board of Directors regardless of amounts. In
addition, loans to the Company's current directors, principal officers,
nominees for election as directors, securityholders known by the Company to
own more than 5% of the Company's outstanding common stock, or associates of
such persons (together, "specified persons"), are also made in the ordinary
course of business on substantially the same terms as those prevailing at the
time for comparable transactions with other than specified persons, and do not
involve more than a normal risk of collectibility or present other unfavorable
features. The aggregate amount of extensions of credit outstanding at any
time during the fiscal year ended June 30, 1998, to specified person's did not
exceed $5 million.
In addition, the Company leases approximately 13,000 square feet of
office space from Mr. Hanna at an annual rent of $47,600. The leasing value
of the property was appraised by two outside appraisers at the time the Bank
and Mr. Hanna entered into the lease. The FHLBB (the Bank's principal federal
regulator at such time) reviewed the terms of the lease and had no objection
to the lease arrangement.
The Company intends that, except as described above, all transactions
between the Company and its executive officers, directors, holders of 10% or
more of the shares of any class of its common stock and affiliates thereof,
will contain terms no less favorable to the Company than could have been
obtained by it in arms-length negotiations with unaffiliated persons and will
be approved by a majority of independent outside directors of the Company not
having any interest in the transaction.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has approved the engagement of KPMG
Peat Marwick LLP to be the Company's auditors for the fiscal year ending June
30, 1999, subject to the ratification of the engagement by the Company's
stockholders. At the Meeting, the stockholders will consider and vote on the
ratification of the engagement of KPMG Peat Marwick LLP for the Company's
fiscal year ending June 30, 1999. A representative of KPMG Peat Marwick LLP
is expected to attend the Meeting to respond to appropriate questions and to
make a statement if he so desires.
In order to ratify the selection of KPMG Peat Marwick LLP as the auditors
for the fiscal year ending June 30, 1999, the proposal must receive at least a
majority of the votes cast, without regard to broker non-votes, either in
person or by proxy, in favor of such ratification. The Board of Directors
recommends a vote "FOR" the ratification of KPMG Peat Marwick LLP as auditors
for the 1999 fiscal year.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the Company's 1999 Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at the Company's
executive office, 301 Second Avenue, Warren, Pennsylvania 16365, no later than
June 25, 1999. Any such proposals shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
<PAGE>
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Special Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Meeting, it is
intended that the holders of the proxies will act in accordance with their
best judgement.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telegraph or telephone without
additional compensation. The Company's 1998 Annual Report to Stockholders has
been mailed to all stockholders of record as of the Record Date. Any
stockholder who has not received a copy of such Annual Report may obtain a
copy by writing the Company. Such Annual Report is not to be treated as a
part of the proxy solicitation material nor as having been incorporated herein
by reference.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
JUNE 30, 1998, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO GREGORY C. LAROCCA, SECRETARY, NORTHWEST
BANCORP, INC., LIBERTY AT SECOND, WARREN, PENNSYLVANIA 16365-2353 (TELEPHONE
NUMBER 814/726-2140).
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gregory C. LaRocca
Gregory C. LaRocca
Secretary
Warren, Pennsylvania
October 23, 1998
