SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1998
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______________ to ______________________
Commission File Number 0-23817
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
Northwest Retirement Savings Plan
B: Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
Northwest Bancorp, Inc.
Liberty and Second Streets
Warren, Pennsylvania 16365-2353
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHWEST RETIREMENT SAVINGS PLAN
Date: August 24, 2000 By: /s/ Robert G. Norton
--------------------------------
Robert G. Norton
Plan Administrator
<PAGE>
Consent of Independent Certified Public Accountants
The Board of Directors
Northwest Bancorp, Inc.:
We consent to incorporation by reference in the Registration Statement (No.
333-41984) on Form S-8 of Northwest Bancorp, Inc. of our report dated March 8,
2000, that is included in the December 31, 1998, Annual Report on Form 11-K of
the Northwest Retirement Savings Plan.
KPMG LLP
August 1, 2000
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits as of
December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1998 3
Notes to Financial Statements 4
Schedules
1 Item 27(a) - Schedule of Assets Held for Investment Purposes
as of December 31, 1998 10
2 Item 27(d) - Schedule of Reportable Transactions for the Year
Ended December 31, 1998 11
Note: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, as amended (ERISA), have been omitted
because there is no information to report.
<PAGE>
Independent Auditors' Report
Board of Directors
Northwest Retirement Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the Northwest Retirement Savings Plan (the "Plan") as of December 31, 1998
and 1997, and the statement of changes in net assets available for benefits for
the year ended December 31, 1998. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based upon our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits as of December 31,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1998, and schedule of reportable
transactions for the year ended December 31, 1998, are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. Such supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements, and in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
KPMG LLP
March 8, 2000
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) Description of the Plan
The following description of the Northwest Retirement Savings Plan (the
"Plan") provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
(a) General
The Plan is a defined contribution plan covering all full-time and
part-time employees of Northwest Savings Bank (the "Company") who
have one year of service, worked 1,000 hours in a calendar year
and are age twenty-one or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974,
as amended (ERISA).
(b) Contributions
Each year, participants may voluntarily contribute up to 13% of
pretax annual compensation, as defined in the Plan. Participant
contributions are subject to certain annual limitations
established by the Internal Revenue Service ($10,000 limit in 1998
and $9,500 limit in 1997). Participants may also contribute
amounts representing distributions from other qualified retirement
plans. Participant contributions and fund changes are participant
directed.
The Company contributes 50% of the first 6% of base compensation
that a participant contributes to the Plan. Employer matching
contributions are allocated in proportion to the employee's
current investment allocation. Additional amounts may be
contributed at the option of the Plan's Administrative Committee.
(c) Participant Accounts
Each participant's account is credited with the participant's
contribution, allocations of the Company's contribution and Plan
earnings. Allocations of earnings are based on participant account
balances. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested
account.
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(d) Vesting
Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's matching and
discretionary contribution plus earnings thereon is based on years
of continuous service. The vesting schedule is as follows:
Percentage of
Years of service non-forfeitable interest
------------------------ ----------------------------------
0-2 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
(e) Investment Options
Upon enrollment in the Plan, a participant may direct employee
contributions in any percentage increments in any of these eight
investment options: Fidelity Institutional Cash Domestic Money
Market Portfolio, Fidelity Ginnie Mae Portfolio, Fidelity Blue
Chip Growth Fund, Vanguard Windsor II Fund, Northwest Bancorp,
Inc. stock, T. Rowe Price International Stock Fund, Vanguard
Balanced Index Fund and FPA Capital Fund. Participants are
permitted to change investment elections on a daily basis.
Investments in Northwest Bancorp, Inc, stock are based upon each
employee's investment allocation. Purchases of the stock occur
when the custodian receives the employee and employer
contributions. These purchases are conducted through a broker at
the prevailing market price of the stock on the exchange in which
these shares trade.
(f) Benefit Payments
Upon termination of service or attainment of age 59-1/2, a
participant may receive a lump sum amount equal to the value of
the participant's vested interest in his or her account.
(g) Loans to Participants
Loans to participants are not permitted by the Plan document.
(h) Forfeitures
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
Forfeited nonvested accounts are used to reduce future employer
contributions. Forfeitures amounted to $22,044 for the year ended
December 31, 1998.
(2) Summary of Significant Accounting Policies
(a) General
The accompanying financial statements are prepared on the accrual
basis of accounting.
(b) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(c) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of
registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at
year end. The Company stock is valued at its quoted market price.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
The Plan presents in the statement of changes in net assets
available for plan benefits the net appreciation (depreciation) in
the fair value of its investments which consist of the realized
gains or losses and the unrealized appreciation (depreciation) on
those investments.
(d) Contributions
Participant contributions are recorded in the month withheld from
the participant's wages. Company contributions are recorded in the
same month.
(e) Distributions to Participants
Distributions to participants are recorded when paid by the
trustee.
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(f) Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of Plan termination, participants will become 100%
vested in their accounts.
(g) Administrative Expenses
The administrative costs arising under the Plan are paid by the
Company.
(3) Investments
At December 31, 1998 and 1997, the following investments were held by the
Plan:
<TABLE>
<CAPTION>
1998 1997
------------------------------ ---------------------------------
Shares Fair value Shares Fair value
------------ ---------------- -------------- ----------------
Fidelity Institutional Cash
<S> <C> <C> <C> <C>
Domestic Money Market Portfolio 699,601 $ 699,601 299,610 $ 299,610
Fidelity Ginnie Mae Portfolio 37,990 413,708 26,864 290,585
Fidelity Blue Chip Growth Fund 83,731 4,215,006 * 62,716 2,474,765 *
Vanguard Windsor II Fund 62,624 1,869,338 * 40,058 1,146,473 *
Northwest Bancorp, Inc. stock 530,323 5,170,649 * 434,987 6,144,191 *
T. Rowe Price International Stock
Fund 29,583 443,453 29,479 395,604
Vanguard Balanced Index Fund 57,322 1,059,317 * 26,906 438,300
FPA Capital Fund 46,496 1,443,236 * 30,259 1,097,810 *
---------------- ----------------
$ 15,314,308 $ 12,287,338
================ ================
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at
the end of the Plan year.
The Plan's investments (including gains and losses on investments bought
and sold) appreciated (depreciated) in value as follows:
Mutual funds (includes realized gains of $113,754) $ 857,290
Common stock (includes realized gains of $62,583) (2,296,540)
----------------
$ (1,439,250)
================
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(4) Tax Status
A favorable determination letter was received from the Internal Revenue
Service on November 24, 1997, stating that the Plan is qualified under
section 401(a) of the Internal Revenue Code (the "Code"), and the related
trust is exempt from tax under section 501(a) of the Code. The Company
believes that the Plan currently is designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code
and that, therefore, the Plan continues to qualify under section 401(a)
and the related trust continues to be tax-exempt as of December 31, 1998.
Accordingly, the accompanying financial statements do not include a
provision for federal income taxes.
(5) Reconciliation of Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
December 31, December 31,
1998 1997
---------------- --------------
Net assets available for benefits per the
financial statements $ 15,429,668 12,353,088
Amounts allocated to withdrawing participants (25,855) --
------------- -------------
Net assets available for benefits per the
Form 5500 $ 15,403,813 12,353,088
============= =============
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
Year ended
December 31,
1998
--------------
Benefits paid to participants per the
financial statements $ 401,617
Add: Amounts allocated to withdrawing
participants at December 31, 1998 25,855
-------------
Benefits paid to participants per the
Form 5500 $ 427,472
=============
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31, 1998, but not yet paid as of that date.
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(6) Adoption of Statement of Position 99-3
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure
Matters (SOP 99-3). SOP 99-3 simplifies the disclosure for certain
investments and is effective for plan years ending after December 15,
1999, with earlier application encouraged. The Plan adopted SOP 99-3
during the Plan year ending December 31, 1998. Accordingly, information
previously required to be disclosed about participant-directed fund
investment programs are not presented in the Plan's 1998 financial
statements. The Plan's 1997 financial statements have been reclassified
to conform with the current year's presentation.
<PAGE>
<TABLE>
<CAPTION>
NORTHWEST RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
Assets 1998 1997
--------------- --------------
<S> <C> <C>
Cash and cash equivalents $ 49,826 -
Investments (note 3) 15,314,308 12,287,338
--------------- --------------
Total investments 15,364,134 12,287,338
Receivables:
Employer contribution 58,567 24,650
Participant contributions 2,043 46,417
Accrued interest and dividends 4,924 3,188
--------------- --------------
Total receivables 65,534 74,255
--------------- --------------
Total assets 15,429,668 12,361,593
Liabilities
Forfeitures - 8,505
--------------- --------------
Total liabilities - 8,505
--------------- --------------
Net assets available for benefits $ 15,429,668 12,353,088
=============== ==============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1998
Additions:
Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of investments $ (1,439,250)
Dividends 728,334
-------------
Total investment loss (710,916)
Contributions:
Employer 489,178
Participant 1,178,910
Rollovers - participant 2,543,069
-------------
Total contributions 4,211,157
-------------
Total additions 3,500,241
Deductions:
Deductions from net assets attributed to:
Distributions to participants 401,617
Plan forfeitures 22,044
-------------
Total deductions 423,661
-------------
Net increase 3,076,580
Net assets available for benefits:
Beginning of year 12,353,088
-------------
End of year $ 15,429,668
=============
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
NORTHWEST RETIREMENT SAVINGS PLAN
EIN: 25-0368460
Plan Number: 002
Line 27(a) - Schedule of Assets Held for Investment Purposes
(at the End of the Plan Year)
December 31, 1998
Column A Column B Column C Column D Column E
-------- -------------------------- ----------------------------------------------------------- ------------- --------------
Identity of issue,
borrower, lessor or Current
similar party Description of assets Cost value
-------------------------- ----------------------------------------------------------- ------------- --------------
Registered investment companies:
<S> <C> <C>
Fidelity Investments Fidelity Institutional Cash Domestic Money Market Portfolio $ 699,601 699,601
Fidelity Investments Fidelity Ginnie Mae Portfolio 410,297 413,708
Fidelity Investments Fidelity Blue Chip Growth Fund 2,871,724 4,215,006
Vanguard Vanguard Windsor II Fund 1,897,280 1,869,338
T. Rowe Price T. Rowe Price International Stock Fund 407,610 443,453
Vanguard Vanguard Balanced Index Fund 899,731 1,059,317
FPA Investments FPA Capital Fund 1,489,341 1,443,236
------------- --------------
Total registered investment companies 8,675,584 10,143,659
Employer securities:
* Northwest Bancorp, Inc. Northwest Bancorp, Inc. common stock 4,002,599 5,170,649
------------- --------------
$ 12,678,183 15,314,308
============== ==============
</TABLE>
* Represents a party-in-interest to the Plan.
See accompanying independent auditors' report.
<PAGE>
<TABLE>
<CAPTION>
NORTHWEST RETIREMENT SAVINGS PLAN
EIN: 25-0368460
Plan Number: 002
Item 27(d) - Schedule of Reportable Transactions
(transactions in excess of 5% of plan value)
For the Year Ended December 31, 1998
------------------------------------------------------------------------------------------------------------------------------------
Series transactions, when aggregated, involving an amount in excess of five percent of current value of Plan assets
Number Number Total dollar Total dollar
Identity of of of value of value of Net
party Description of asset purchases sales purchases sales gain
------------------------ ---------------------------------------- ----------- -------- --------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Fidelity Investments Fidelity Blue Chip Fund 47 11 $ 1,168,569 296,403 $ 76,800
Fidelity Investments Fidelity Cash Domestic Money Market Fund 328 246 4,250,097 3,786,359 -
Vanguard Vanguard Windsor II Fund 47 9 762,717 76,202 2,571
Vanguard Vanguard Balanced Fund 44 11 584,906 69,000 8,618
FPA Investments FPA Capital Fund 46 10 791,957 236,243 8,000
*Northwest Bancorp, Inc. Northwest Bancorp, Inc. common stock 27 9 1,308,023 163,703 67,690
</TABLE>
There were no single transactions involving an amount in excess of five percent
of the current value of Plan assets.
*Represents a party-in-interest to the Plan.
See accompanying independent auditors' report.
