SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
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)
December 19, 2000
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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 7 Pages
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CUSIP NO. 667328 10 8 Page 2 of 7 Pages
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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
35,261,819
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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
35,261,819
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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
35,261,819
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.4%
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14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 667328 10 8 Page 3 of 7 Pages
This amendment amends and supplements the Schedule 13D, dated January 20,
2000. 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
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 M. Bauer President and Partner, Contact Technologies, Inc.
Executive Officers Who Are Not Directors
Name Current Position
---- ----------------
Gregory C. LaRocca Senior Vice President and Corporate Secretary
Robert A. Ordiway Senior Vice President
Raymond R. Parry Senior Vice President
James E. Vecellio Senior Vice President
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CUSIP NO. 667328 10 8 Page 4 of 7 Pages
(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).
(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
The Company used cash to fund the purchases of the Issuer's common stock.
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
a. As of December 19, 2000, the Company directly and beneficially owned
35,261,819 shares of the Issuer's Common Stock, which represented 74.4% 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.
c. The Company acquired from broker-dealers operating in the over-the
counter market 33,344 shares of the Issuer within the 60 days prior to the date
of this filing, 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.
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CUSIP NO. 667328 10 8 Page 5 of 7 Pages
Date Number of Shares Price
12/07/99 5,619 9.174
12/08/99 6,619 9.944
12/11/99 7,903 10.000
12/12/99 7,903 10.060
12/13/99 1,500 9.608
12/14/99 500 9.560
12/15/99 3,300 9.938
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
Exhibit 1: The Company's December 19, 2000 press release.
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CUSIP NO. 667328 10 8 Page 6 of 7 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: December 19, 2000
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CUSIP NO. 667328 10 8 Page 7 of 7 Pages
EXHIBIT 1
Contact: Gregory C. LaRocca, Senior Vice President Administration (814)726-2140
William J. Wagner, Executive Vice President and Chief Financial Officer
(814)726-2140
Northwest Bancorp, MHC Authorizes Increasing Ownership in Northwest Bancorp,
Inc. Warren, Pennsylvania. December 19, 2000
Northwest Bancorp, MHC, a mutual bank holding company and the majority
shareholder of Northwest Bancorp, Inc. (NASDAQ:NWSB), has announced that since
December 15, 1999 it has purchased an additional 500,000 shares of the common
stock of Northwest Bancorp, Inc. which completes the purchase program authorized
at that time. Northwest Bancorp, MHC, also has announced that its Board of
Trustees has authorized a plan to use available cash to purchase up to an
additional 300,000 shares of the 12.1 million publicly traded common shares of
Northwest Bancorp, Inc. via open market transactions. Such purchases are
authorized to be made by the mutual holding company from time to time during the
next twelve months as, in the opinion of management, market conditions warrant.
Shares purchased by Northwest Bancorp MHC will remain outstanding and will not
become treasury shares.
Northwest Bancorp, Inc., headquartered in Warren, Pennsylvania, is the holding
company for Northwest Savings Bank, a Pennsylvania chartered savings bank, and
Jamestown Savings Bank, a New York chartered savings bank. As of September 30,
2000, Northwest Bancorp, Inc. reported assets of $3.5 billion, deposits of $2.9
billion and shareholder's equity of $254 million.
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