<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Northwest Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
Northwest Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[NORTHWEST LOGO]
October 8, 1999
Dear Stockholder:
We cordially invite you to attend the 1999 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 17, 1999.
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 the ratification of the appointment of KPMG LLP as auditors for
the Company's 2000 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 interests 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 1999 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,
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
1999 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On November 17, 1999
Notice is hereby given that the 1999 Annual Meeting of Northwest Bancorp,
Inc., (the "Company") will be held at the Knights of Columbus Hall, 219 2nd
Avenue, Warren, Pennsylvania, on November 17, 1999 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 LLP as auditors for the
Company for the fiscal year ending June 30, 2000; 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 specified 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,
1999, 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
Gregory C. LaRocca
Senior Vice President and Corporate Secretary
Warren, Pennsylvania
October 8, 1999
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A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
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<PAGE>
Proxy Statement
NORTHWEST BANCORP, INC.
Liberty and Second Streets
Warren, Pennsylvania 16365-2353
(814) 726-2140
1999 ANNUAL MEETING OF STOCKHOLDERS
November 17, 1999
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 1999 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 17, 1999, 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 15, 1999. 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, 1999 (the
"Record Date") are entitled to one vote for each share then held. As of the
Record Date, there were 47,356,993 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 LLP as auditors for the fiscal
year ending June 30, 2000. 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 as a vote against the matter. Northwest
Bancorp, MHC (the "Mutual Holding Company") intends to vote in favor of all of
the items being presented, and, accordingly, approval of all proposals is
assured.
<PAGE>
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 of June 30, 1999,
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) 34,228,065 72.3%
Liberty and Second Streets
Warren, Pennsylvania 16365-2353
Northwest Bancorp, MHC, 35,389,392 74.7%
and all the Bank's directors and
executive officers as a group
(14 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 34,228,065 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
1,161,327 shares of Common Stock, or 1.5% of the outstanding shares.
PROPOSAL I--ELECTION OF DIRECTORS
The Company's Board of Directors consists of 11 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, or a shorter period if the director is elected to fill a vacancy,
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 Thomas K. Creal, III, John J. Doyle and William J. Wagner to serve as
directors for a three year term, and John M. Bauer to serve a one year term. All
of the nominees are currently members of the Board of Directors.
2
<PAGE>
The table below sets forth certain information regarding the composition of
the Company's Board of Directors as of June 30, 1999, 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 nominees are 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>
NOMINEES
William J. Wagner 45 Executive Vice President, 1994 1999 123,574(4) *
Treasurer,
Chief Financial Officer
and Director
John M. Bauer 57 Director 1999 1999 7,621 *
Thomas K. Creal, III 60 Director 1982 1999 15,200(5) *
John J. Doyle 71 Director 1970 1999 27,600(6) *
DIRECTORS CONTINUING IN OFFICE
John O. Hanna 67 Chairman of the Board, 1970 2000 426,964(7) *
President, Chief Executive
Officer and Director
Richard L. Carr 58 Director 1982 2000 42,874(8) *
Robert G. Ferrier 59 Director 1980 2001 50,734(8) *
Richard E. McDowell 55 Director 1972 2001 78,400(9) *
Joseph T. Stadler 67 Director 1970 2001 32,400(10) *
Walter J. Yahn 71 Director 1972 2001 52,109(11) *
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Gregory C. LaRocca 48 Senior Vice President- N/A N/A 70,990(12) *
Administration and
Corporate Secretary
Robert A. Ordiway 51 Senior Vice President- N/A N/A 75,075(12) *
Community Banking
Raymond R. Parry 62 Senior Vice President- N/A N/A 88,291(13)
Consumer Lending
James E. Vecellio 50 Senior Vice President- N/A N/A 69,495(14) *
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 for
directors elected prior to 1999. 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 64,000 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 6,400 restricted shares which had not vested as of the
date beneficial ownership is being determined.
(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 2,400 restricted shares which had not vested as of the
date beneficial ownership is being determined.
(Footnotes continued on following page)
3
<PAGE>
(6) Includes options to purchase 11,200 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 2,400 restricted shares which had not vested as of the
date beneficial ownership is being determined.
(7) Includes options to purchase 213,000 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 23,000 restricted shares which had not vested as of
the date beneficial ownership is being determined.
(8) Includes options to purchase 17,600 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 2,400 restricted shares which had not vested as of the
date beneficial ownership is being determined.
(9) Includes options to purchase 8,800 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 2,400 restricted shares which had not vested as of the
date beneficial ownership is being determined.
(10) Includes options to purchase 17,600 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.
(11) Includes options to purchase 7,600 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 2,400 restricted shares which had not vested as of the
date beneficial ownership is being determined.
(12) Includes options to purchase 22,400 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 2,800 restricted shares which had not vested as of the
date beneficial ownership is being determined.
(13) Includes options to purchase 30,000 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 4,000 restricted shares which had not vested as of
the date beneficial ownership is being determined.
(14) Includes options to purchase 35,200 shares of Common Stock which are
exercisable within 60 days of the date as of which beneficial ownership is
being determined and 4,400 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.
John M. Bauer is co-founder, partner and President of Contact Technologies,
Inc. an electrical component manufacturer in St. Marys, Pennsylvania. He has
served in that capacity since 1989. Mr. Bauer was elected to fill a vacant seat
on the Board in June, 1999.
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.
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. Mr. Carr also serves as Chairman of the Board of the
Titusville Area Medical Center.
4
<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
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 is 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, 1999, 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, 1999.
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, 1999.
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
5
<PAGE>
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, 1999.
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, 1998, a 20% bonus
was awarded to Mr. Hanna, which was paid during the fiscal year ended June 30,
1999. Based on the same formula, and the Company's return on average assets for
the fiscal year ended June 30, 1999, a 18% bonus will be paid to Mr. Hanna
during the fiscal year ending June 30, 2000. 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
1999 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 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
6
<PAGE>
compensation paid to officers of peer institutions, the Personnel and Pension
Committee approved salary increases for the Company's five 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, Richard L.
Carr, Thomas K. Creal, III and Joseph T. Stadler.
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, 1999, (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 $100.
There can be no assurance that the Company's stock performance will
continue in the future with the same or similar trend depicted in the graph.
The Company will not make or endorse any predictions as to future stock
performance.
Cumulative Return on Common Stock
<TABLE>
<CAPTION>
11/7/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------
. Northwest Bancorp, Inc. 100 109.00 130.00 184.00 380.00 244.00
0 Nasdaq Stock Market 100 123.00 158.00 193.00 254.00 363.00
[] Nasdaq Bank Index 100 118.00 154.00 241.00 334.00 330.00
- ------------------------------------------------------------------------------
</TABLE>
Executive Compensation
7
<PAGE>
The following table sets forth for the fiscal years ended June 30, 1999,
1998, and 1997, certain information as to the total remuneration paid by the
Company to the Chairman, President and Chief Executive Officer, and Executive
Vice President and Chief Financial Officer of the Company, and for the fiscal
year ended June 30, 1999 certain information as to the total remuneration paid
by the Company to the four most highly compensated executive officers of the
Company or the Bank other than the Chief Executive Officer and the Executive
Vice President ("Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation Long-term Compensation
----------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Awards Payouts All
--------------------- -------
Name And Year Other Other
Principal Position Ended Salary Annual Restricted Options/ Compensation
(1) 6/30 (2) ($) Bonus ($) Compensation Stock SARS (#) LTIP (4) ($)
(3) Awards (#) Payouts
- --------------------------------------------------------------------------------------------------------------------------
John O. Hanna 1999 400,000 100,000 -- -- -- -- 39,754
President and Chief 1998 399,992 99,999 -- -- -- -- 38,936
Executive Officer 1997 399,984 107,990 -- -- -- -- 40,266
William J. Wagner 1999 224,539 56,227 -- -- -- -- 20,906
Executive Vice 1998 186,096 42,230 -- -- -- -- 19,781
President, Chief Operating 1997 171,826 41,966 -- -- -- -- 20,721
Officer and Chief
Financial Officer
Gregory C. LaRocca 1999 96,959 21,560 -- -- -- -- 10,814
Senior Vice President 1998 93,458 18,635 -- -- -- -- 9,869
and Corporate Secretary 1997 87,968 18,698 -- -- -- -- 10,269
Robert A. Ordiway 1999 102,908 23,045 -- -- -- -- 11,121
Senior Vice President- 1998 94,946 18,672 -- -- -- -- 10,179
Community Banking 1997 87,915 17,345 -- -- -- -- 9,722
Raymond R. Parry 1999 96,959 21,560 -- -- -- -- 10,814
Senior Vice President- 1998 93,458 18,635 -- -- -- -- 9,869
Consumer Lending 1997 87,956 18,623 -- -- -- -- 10,172
James E. Vecellio 1999 101,954 28,549 -- -- -- -- 11,354
Senior Vice President- 1998 97,958 19,650 -- -- -- -- 10,670
Operations 1997 92,471 19,736 -- -- -- -- 11,131
</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, 1999, 1998 and 1997, there were no
perquisites exceeding the lesser of $50,000 or 10% of the individual's total
salary and bonus for the year.
(4) 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.
Directors' Compensation
As of July 1, 1999, nonemployee directors of the Company and the Bank are
paid a total retainer of $10,000 per year plus $500 per board meeting of the
Bank and the Company 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
8
<PAGE>
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, 1999, the expense to
the Bank of the Directors Plan was $72,813.
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 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, retirement 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.
9
<PAGE>
Employment Agreements
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 Northwest Bancorp, Inc., which was originally entered into
in November 1985. The contract, which would have terminated in November 1998,
has been modified to expire on December 31, 2000. The previous employment
agreement provided for a five-year term and continued 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. However, Mr.
Hanna chose to cap his salary at $400,000. 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. 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 12 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 for each year during employment (as determined in
accordance with the Compensation Survey). In the event of a reorganization,
merger or consolidation, as defined in the employment agreement, the executive
is entitled to terminate his employment upon 12 months written notice to the
Company, and receive the above salary termination benefits. Payments under the
employment agreement will not constitute an excess parachute payment under
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). 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.
As of July, 1998, the Company and Mr. William J. Wagner, have entered into
a three-year employment agreement under which Mr. Wagner has agreed to serve as
President and Chief Executive Officer of the Bank and Director of the Company.
On each anniversary date the contract will renew for an additional year, and if
it is not renewed it will expire 24 months following the anniversary date. Under
the agreement, Mr. Wagner's current base salary of $225,000 may be increased but
not decreased. In the event the Bank terminates the executive's employment for
reasons other than for cause, or in the event the executive resigns from the
Bank following a change of control of the Bank or the Company or under certain
other circumstances, the executive or his beneficiaries would be entitled to
severance pay of three times the sum of the highest rate of base salary plus the
highest rate of cash bonus paid to him during the prior three years. The Bank
would also continue the executive's life, health and dental coverage for 36
months from the date of termination. Payments to the executive would be reduced,
if necessary, so as not to be an "excess parachute payment" as defined by Code
Section 280G (relating to payments made in connection with a change in control).
The executive's employment may be terminated in accordance with the Bank's
retirement policy or in accordance with any retirement arrangement established
by the Bank with Mr. Wagner's consent. Upon Mr. Wagner's retirement, he will be
entitled to all benefits available to him under any retirement or other benefit
plan maintained by the Bank. In the event of the executive's disability for a
period of six months, the Bank may terminate the agreement provided that the
Bank will be obligated to pay the executive his base salary for the longer of
the remaining term of the agreement or one year, reduced by any benefits paid to
the executive pursuant to any disability insurance policy or similar arrangement
maintained by the Bank. In the event of the executive's death, the Bank will pay
his base salary to his named beneficiaries for one year following his death, and
will continue life, medical and dental benefits to his family for three years.
The employment agreement contains a non-compete provision which restricts Mr.
Wagner from competing with the Bank under certain circumstances following a
termination of employment.
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
10
<PAGE>
("ERISA"). At June 30, 1999, 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 with 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
years of service to the normal retirement date (up to a maximum of 25 years)
plus: (i) 0.6% 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, 1998, the
Company made a contribution to the Retirement Plan of $1,384,551.
The following table indicates the annual retirement benefit that would be
payable under the Retirement Plan upon retirement at age 65 in calendar year
1998, expressed in the form of a single life annuity with 10 years guaranteed
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 $ 19,288 $ 25,718 $ 32,147 $ 34,397 $ 36,647 $ 36,647
100,000 $ 27,538 $ 36,718 $ 45,897 $ 48,897 $ 51,897 $ 51,897
125,000 $ 35,788 $ 47,718 $ 59,647 $ 63,397 $ 67,147 $ 67,147
150,000 plus $ 44,038 $ 58,718 $ 73,397 $ 77,897 $ 82,397 $ 82,397
</TABLE>
As of the plan year ended December 31, 1997, Messrs. Hanna, Wagner,
LaRocca, Ordiway, Parry and Vecellio had 37, 16, 14, 25, 18 and 23 years of
credited service (i.e., benefit service), respectively.
The accrued annual pension benefit as of June 30, 1999 for Messrs. Hanna,
Wagner, LaRocca, Ordiway, Parry and Vecellio are $109,989, $44,766, $17,117,
$34,133, $28,821 and $36,872, 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 $130,000 in 1998) or Section
401(a)(17) of the Code (which caps compensation at $150,000 as indexed 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
11
<PAGE>
unfunded plan for tax and ERISA purposes. All obligations arising under the SERP
are payable from the general assets of the Bank.
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 $ 27,538 $ 36,718 $ 45,897 $ 48,897 $ 51,897 $ 51,897
$125,000 $ 35,788 $ 47,718 $ 59,647 $ 63,397 $ 67,147 $ 67,147
$150,000 $ 44,038 $ 58,718 $ 73,397 $ 77,897 $ 82,397 $ 82,397
$175,000 $ 52,288 $ 69,718 $ 87,147 $ 92,397 $ 97,647 $ 97,647
$200,000 $ 60,538 $ 80,718 $ 100,897 $ 106,897 $ 112,897 $ 112,897
$250,000 $ 77,038 $ 102,718 $ 128,397 $ 135,897 $ 143,397 $ 143,397
$300,000 $ 93,538 $ 124,718 $ 155,897 $ 164,897 $ 173,897 $ 173,897
$350,000 $ 110,038 $ 146,718 $ 183,397 $ 193,897 $ 204,397 $ 204,397
$400,000 $ 126,538 $ 168,718 $ 210,897 $ 222,897 $ 234,897 $ 243,897
</TABLE>
At June 30, 1999, John O. Hanna had 39 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 $438,260 for the fiscal year
ended June 30, 1999.
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, 1999. Set forth below is certain information
concerning exercised and unexercisable options during the fiscal year ended June
30, 1999, 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 2,000 $ 7,750 213,000/60,000 $ 878,625/$247,500
William J. Wagner -- -- 64,000/16,000 $ 264,009/$66,000
Gregory C. LaRocca -- -- 22,400/5,600 $ 92,400/$23,100
Raymond R. Parry 2,000 $10,875 30,000/8,000 $ 123,750/$33,000
Robert A. Ordiway -- -- 22,400/5,600 $ 92,400/$23,100
James E. Vecellio -- -- 35,200/8,800 $ 145,200/$36,300
</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, 1999, at which date the last sale of the Common Stock as quoted on the
Nasdaq National Market was at $10.00 per share.
12
<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
LLP to be the Company's auditors for the fiscal year ending June 30, 2000,
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 LLP for the Company's fiscal year ending June 30, 2000. A
representative of KPMG 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 LLP as the auditors for the fiscal
year ending June 30, 2000, 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 LLP as auditors for the 2000 fiscal year.
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
annual meeting. For business to be properly brought before an annual meeting by
a stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Company. To be timely a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not later than 90 days prior to the anniversary date of the mailing of
the proxy materials in connection with the immediately preceding annual meeting
of stockholders of the Company. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting, (b) the name and address, as they appear on the Company's books,
of the stockholder proposing such business, (c) the class and number of shares
of the Company which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in
13
<PAGE>
such business. The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of Article II, Section 2.10
of the Company's Bylaws, and if he should so determine, he shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted. This provision is not a limitation on any other applicable
laws and regulations. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2000 Annual
Meeting of Stockholders must be given to the Company no later than August 17,
2000.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the Company's 2000 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 July 17, 2000. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
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 1999 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, 1999, 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
Gregory C. LaRocca
Senior Vice President and Corporate Secretary
Warren, Pennsylvania
October 8, 1999
14
<PAGE>
REVOCABLE PROXY
NORTHWEST BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
November 17, 1998
The undersigned hereby appoints the official proxy committee consisting of
the entire Board of Directors with full powers of substitution to act as
attorneys and proxies for the undersigned to vote all shares of Common Stock of
the Company which the undersigned is entitled to vote at the 1999 Annual Meeting
of Stockholders ("Meeting") to be held at the Knights of Columbus Hall, located
at 219 2nd Avenue, Warren, Pennsylvania, at 11:00 a.m. The official proxy
committee is authorized to cast all votes to which the undersigned is entitled
as follows:
<TABLE>
<CAPTION>
VOTE
FOR WITHHELD
--- --------
<S> <C> <C>
1. The election as directors of all nominees listed
below (except as marked to the contrary below) [_] [_]
William J. Wagner
John M. Bauer
Thomas K. Creal, III
John J. Doyle
INSTRUCTION: To withhold your vote for one or
more nominees, write the name of the nominee(s)
on the line(s) below.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of KPMG LLP as
auditors for the fiscal year ending June 30, 2000. [_] [_] [_]
</TABLE>
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE MAJORITY
OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
------------------
NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- ------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
<PAGE>
Should the undersigned be present and elect to vote at the Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders, or by the filing of a later proxy prior to a vote being
taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Meeting, a proxy statement dated October 8, 1999,
and audited financial statements.
Dated: ________________, 1999 Check Box if You Plan
[_] to Attend Meeting
____________________________ __________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
____________________________ _________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
________________________________________________________________________________
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
________________________________________________________________________________
