SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NORTHWEST BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
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(Title of Class of Securities)
667328 10 8
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(CUSIP Number)
Kenneth R. Lehman, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
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(Name, Address, Telephone number of Person Authorized to
Receive Notices and Communications)
May 24, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 667328 10 8 Page 2 of 6 Pages
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northwest Bancorp, MHC EIN: 25-0368460
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(D)
OR 2(e) |_|
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
34,228,065
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8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
-0-
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9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
34,228,065
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10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,228,065
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.3%
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14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 667328 10 8 Page 3 of 6 Pages
This amendment amends and supplements the Schedule 13D, dated March 17,
1999, and filed on March 24, 1999 with the Securities and Exchange Commission.
Except as amended by this amendment, there has been no change in the information
previously reported on the Schedule 13D.
Item 1. Security and Issuer
- ----------------------------
The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, $.10 par value per share ("Common Stock"), of Northwest
Bancorp, Inc., a Pennsylvania stock corporation (the "Issuer"). The address of
the Issuer's principal executive office is Liberty Street & Second Avenue,
Warren, Pennsylvania.
Item 2. Identity and Background
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This Schedule is filed on behalf of Northwest Bancorp, MHC, a
Pennsylvania chartered mutual holding company (the "Company"). The Company's
principal business is to hold the majority of the Issuer's shares of Common
Stock. The business address of the Company is Liberty Street & Second Avenue,
Warren, Pennsylvania.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Company ("Insiders"):
Directors
Name Occupation
- ---- ----------
John O. Hanna President and Chief Executive Officer, Northwest
Bancorp, Inc.
Richard L. Carr Retired
William J. Wagner President and Chief Executive Officer, Northwest
Savings Bank
Robert G. Ferrier President, Ferrier Hardware, Inc. and Drexel Realty
Richard E. McDowell President, University of Pittsburgh at Bradford
Joseph T. Stadler Retired
Walter J. Yahn Chairman and Chief Executive Officer, Erie Advanced
Manufacturing Company
Thomas K. Creal, III Partner, Creal Hyde & Larson
John J. Doyle President, Perry Construction Company
John S. Young Retired
Executive Officers Who Are Not Directors
Name Current Position
- ---- ----------------
Gregory C. LaRocca Senior Vice President and Corporate Secretary
James E. Vecellio Senior Vice President
(d) During the past five years, neither the Company nor the Insiders have
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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CUSIP NO. 667328 10 8 Page 4 of 6 Pages
(e) During the past five years, neither the Company nor the Insiders have
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with
respect to such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
On May 19, 1999, the Company announced that its Board of Trustees
authorized a plan to use available cash to purchase up to 750,000 additional
shares of the Issuer's common stock via open market transactions, and that the
Company had purchased 750,000 shares of the Issuer's common stock pursuant to
its previous purchase program and thereby completed that purchase program. As of
June 4, 1999, the Company had purchased 749,752 shares and thereby substantially
completed the May 19 purchase program. Information with respect to any purchases
of Common Stock by the Insiders will be filed with the SEC pursuant to the
requirements of Section 16(a) of the Exchange Act.
Item 4. Purpose of Transaction
- -------------------------------
The Company's purchase of additional shares of the outstanding common
stock of the Issuer is for the purpose of increasing the percentage of the
Issuer owned by the Company, and for investment. The Company intends to exercise
its rights as majority stockholder. Neither the Company nor the Insiders
currently have any plans or proposals which relate to or would result in: (a)
other than as announced in the press release filed as an exhibit, the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's articles of
incorporation, constitution, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be deleted from a
national securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any
action similar to any of those enumerated above.
In the future, the Company and/or the Insiders may determine to
purchase additional shares of the Issuer's Common Stock (or other securities of
the Issuer) or the Company and/or the Insiders may determine to sell shares of
the Issuer's Common Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and alternative
investments.
Item 5. Interest in Securities of the Issuer
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a. As of June 4, 1999, the Company directly and beneficially owned
34,228,065 shares of the Issuer's Common Stock, which represented 72.3% of the
issued and outstanding shares of Common Stock on such date. Information with
respect to the number and percentage of shares owned by Insiders has been or
will be filed with the SEC pursuant to Section 16(a) of the Exchange Act.
b. The Company has the sole power to vote and the sole power to dispose
of the shares of Common Stock owned by it, subject to the requirement under
Pennsylvania law that the Company at all times hold a majority of the shares of
the Issuer's issued and outstanding Common Stock. Information with respect to
the voting and dispositive power of Insiders with respect to the Issuer's Common
Stock has been or will be filed with the SEC pursuant to Section 16(a) of the
Exchange Act.
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CUSIP NO. 667328 10 8 Page 5 of 6 Pages
c. The Company acquired from broker-dealers operating in the over-the
counter market 785,952 shares of the Issuer within the past 60 days, on the
dates and paid therefor in cash the prices set forth below. Information with
respect to transactions by Insiders with respect to the Issuer's Common Stock
has been filed with the SEC pursuant to Section 16(a) of the Exchange Act.
Date Number of Shares Price
---- ---------------- -----
05/07/99 5,000 9.375
05/13/99 2,000 9.375
05/14/99 5,500 9.500
05/17/99 15,000 9.500
05/17/99 1,500 9.500
05/20/99 37,000 9.625
05/21/99 343,250 9.688
05/24/99 361,702 9.925
05/28/99 2,000 9.500
06/01/99 13,000 9.500
d. No person or entity other than the Company has the right to receive,
or the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the shares of the Issuer's Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
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As of the date of this Schedule, neither the Company nor any of the
Insiders is a party to any contract, arrangement, understanding or relationship
among themselves or with any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock. Certain insiders have received options and recognition plan share awards.
Such options and stock awards are reflected in such insider reports filed with
the SEC pursuant to Section 16(a) of the Exchange Act.
Item 7. Material to be Filed as Exhibits
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Not Applicable.
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CUSIP NO. 667328 10 8 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this Statement on Schedule 13D is true, complete and correct.
NORTHWEST BANCORP, MHC
By: \s\ Gregory C. LaRocca
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Gregory C. LaRocca, Senior Vice President
and Corporate Secretary (Duly Authorized
Representative)
Date: June 4, 1999
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