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, 1999
---------------------------
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 June 28,
2000, that is included in the December 31, 1999, 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 Schedule
December 31, 1999 and 1998
(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, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
Supplemental Schedule
1 Schedule of Assets Held for Investment Purposes as of
December 31, 1999 10
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 as of December 31, 1999 and 1998, and
the related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the Plan
administrator of the Northwest Retirement Savings Plan. 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. These 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended 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 schedule of assets held
for investment purposes as of December 31, 1999, is for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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 schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements, and in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG LLP
Pittsburgh, Pennsylvania
June 28, 2000
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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 15% 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 1999
and 1998). 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, 1999 and 1998
(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.
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(h) Forfeitures
Forfeited nonvested accounts are used to reduce employer
contributions. Forfeitures amounted to $16,450 and $22,044 for the
years ended December 31, 1999 and 1998, respectively.
(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 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, 1999 and 1998
(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 of the Plan are paid by the Company and,
as such, are not reflected as expenses of the Plan.
(3) Investments
At December 31, 1999 and 1998, the following investments were held by the
Plan:
<TABLE>
<CAPTION>
1999 1998
------------------------------ --------------------------------
Shares Fair value Shares Fair value
------------- ---------------- ------------- ------------------
Fidelity Institutional Cash
<S> <C> <C> <C> <C>
Domestic Money Market Portfolio 1,123,081 $ 1,123,081* 699,601 $ 699,601
Fidelity Ginnie Mae Portfolio 82,910 858,947 37,990 413,708
Fidelity Blue Chip Growth Fund 106,875 6,424,285* 83,731 4,215,006*
Vanguard Windsor II Fund 86,380 2,156,906* 62,624 1,869,338*
Northwest Bancorp, Inc. stock 586,253 4,067,423* 530,323 5,170,649*
T. Rowe Price International Stock
Fund 35,578 677,052 29,583 443,453
Vanguard Balanced Index Fund 83,597 1,690,327* 57,322 1,059,317*
FPA Capital Fund 63,640 1,974,125* 46,496 1,443,236*
------------- --------------
$ 18,972,146 $ 15,314,308
============= ==============
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at the
end of the Plan year.
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The Plan's investments (including gains and losses on investments bought
and sold) (depreciated) appreciated in value as follows:
1999 1998
------------- ------------
Mutual funds (includes realized gains of $100,337
and $113,754 in 1999 and 1998, respectively) $ 1,120,533 857,290
Common stock (includes realized gains of $102,129
and $62,583 in 1999 and 1998, respectively) (1,999,375) (2,296,540)
------------- ------------
$ (878,842) (1,439,250)
============= ============
(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, 1999.
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,
----------------------------
1999 1998
----------------------------
Net assets available for benefits per the
financial statements $ 19,005,549 15,429,668
Amounts allocated to withdrawing participants -- (25,855)
----------------------------
Net assets available for benefits per the
Form 5500 $ 19,005,549 15,403,813
============================
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
Year ended
December 31,
1999
-----------------
Benefits paid to participants per the
financial statements $ 833,759
Add: Amounts allocated to withdrawing
participants at December 31, 1999 -
Less: Amounts allocated to withdrawing
participants at December 31, 1998 (25,855)
-------------
Benefits paid to participants per the
Form 5500 $ 807,904
=============
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, 1999, but not yet paid as of that date.
(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.
<PAGE>
NORTHWEST RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
Assets 1999 1998
-------------- -------------
Cash and cash equivalents $ - 49,826
Investments (note 3) 18,972,146 15,314,308
-------------- -------------
Total investments 18,972,146 15,364,134
Receivables:
Employer contribution 31,262 58,567
Participant contributions - 2,043
Accrued interest and dividends 2,141 4,924
-------------- -------------
Total receivables 33,403 65,534
-------------- -------------
Total assets 19,005,549 15,429,668
-------------- -------------
Net assets available for benefits $ 19,005,549 15,429,668
============== =============
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
NORTHWEST RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 1999 and 1998
1999 1998
----------- -------------
Additions:
Additions to net assets attributed to:
Investment income:
<S> <C> <C>
Net depreciation in fair value of investments $ (878,842) (1,439,250)
Dividends and interest 963,920 728,334
------------ -------------
Total investment income (loss) 85,078 (710,916)
Contributions:
Employer 546,127 489,178
Participant 1,344,204 1,178,910
Rollovers - participant 2,450,681 2,543,069
------------ -------------
Total contributions 4,341,012 4,211,157
------------ -------------
Total additions 4,426,090 3,500,241
Deductions:
Deductions from net assets attributed to:
Distributions to participants 833,759 401,617
Plan forfeitures 16,450 22,044
------------ -------------
Total deductions 850,209 423,661
------------ -------------
Net increase 3,575,881 3,076,580
Net assets available for benefits:
Beginning of year 15,429,668 12,353,088
------------ -------------
End of year $ 19,005,549 15,429,668
============= ============
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule 1
NORTHWEST RETIREMENT SAVINGS PLAN
EIN: 25-0368460
Plan Number: 002
Schedule of Assets Held for Investment Purposes
as of December 31, 1999
December 31, 1999
Identity of issue,
borrower, lessor or Current
similar party Description of assets value
---------------------------- ---------------------------------------------------------------- -----------------
Registered investment companies:
<S> <C>
Fidelity Investments Fidelity Institutional Cash Domestic Money Market Portfolio $ 1,123,081
Fidelity Investments Fidelity Ginnie Mae Portfolio 858,947
Fidelity Investments Fidelity Blue Chip Growth Fund 6,424,285
Vanguard Vanguard Windsor II Fund 2,156,906
T. Rowe Price T. Rowe Price International Stock Fund 677,052
Vanguard Vanguard Balanced Index Fund 1,690,327
FPA Investments FPA Capital Fund 1,974,125
-----------------
Total registered investment companies 14,904,723
Employer securities:
* Northwest Bancorp, Inc. Northwest Bancorp, Inc. common stock 4,067,423
-----------------
$ 18,972,146
=================
</TABLE>
* Represents a party-in-interest to the Plan.
See accompanying independent auditors' report.
