SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 17, 1998
Northwest Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 0- 23-2900888
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
Registrant's telephone number, including area code:
(814) 726-2140
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant
After the close of business on February 17, 1998, Northwest
Bancorp, Inc. (the "Company") became a bank holding company in
accordance with the terms of an Agreement and Plan of
Reorganization, dated May 15, 1996 (the "Agreement"), by and
between Northwest Savings Bank (the "Bank"), a Pennsylvania
chartered stock savings bank, Northwest Interim Savings Bank I
("Interim"), a Pennsylvania chartered interim stock savings bank,
and the Company, a Pennsylvania chartered stock corporation.
Pursuant to the Agreement: (1) the Company was organized as a
wholly owned subsidiary of the Bank; (2) Interim was organized as
a wholly owned subsidiary of the Company; (3) Interim merged with
and into the Bank, with the Bank as the surviving institution,
and (4) upon such merger, (i) the outstanding shares of common
stock, par value $0.10 per share, of the Bank became, by
operation of law, on a one-for-one basis, common stock, par value
$0.10 per share, of the Company, (ii) the common stock of Interim
held by the Company was converted into common stock of the Bank
and (iii) the common stock of the Company held by the Bank was
canceled. Accordingly, the Bank became a wholly owned subsidiary
of the Company and the shareholders of the Bank, including
Northwest Bancorp, MHC, the Bank's Pennsylvania chartered mutual
holding company, became shareholders of the Company.
The Common Stock of the Bank was previously registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with the Federal Deposit Insurance
Corporation. Pursuant to Rule 12g-3 promulgated under the
Exchange Act, the Company's Common Stock is deemed automatically
registered under the Exchange Act. In addition, the Common Stock
of the Company has been substituted for the Common Stock of the
Association on the Nasdaq National Market under the symbol
"NWSB."
Item 7. Financial Statements, Pro Forma Financial Information,
and Exhibits
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
NORTHWEST BANCORP, INC.
DATE: February 17, 1998 By: \s\ Gregory C. LaRocca
------------------------
Gregory C. LaRocca, Vice
President and Corporate
Secretary
(Duly Authorized
Representative)
