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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
NORTHWEST BANCORPORATION, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
667337109
_______________________________________________________________
(CUSIP Number)
FREDERICK M. SCHUNTER, PRESIDENT, 421 W. RIVERSIDE, SPOKANE, WA 99201
(509) 456-8888
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 30, 1998
_______________________________________________________________
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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SCHEDULE 13D
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CUSIP NO. 667337109 PAGE 1 OF 1 PAGES
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NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
FREDERICK M. SCHUNTER
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) N/A
(b) N/A
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF; BK
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 N/A
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 72,900/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 72,900/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
72,900/1/
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
N/A
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.998%/2/
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
_____________________
/1/ Represents (i) 40,544 shares of common stock beneficially owned by Mr.
Schunter together with (ii) in accordance with Rule 13.d-3(d), 6,490 shares of
common stock which Mr. Schunter has the right to acquire pursuant to vested
increments of employee stock options and 25,866 shares of common stock which
Mr. Schunter has the right to acquire pursuant to the exercise of the warrants.
/2/ This percentage is based upon a number of outstanding shares calculated
as follows: (i) the number of shares outstanding as set forth in the most recent
financial statement provided to the Board of Directors by the Issuer (1,215,342
as of May 31, 1999) which Mr. Schunter has no reason to believe is not current
and (ii) the 6,490 shares and 25,866 shares which Mr. Schunter has the right to
acquire pursuant to the employee stock options and warrants, which shares
therefore are deemed to be outstanding in accordance with Rule 13.d-3(d).
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is common
stock, without par value, of the Issuer, Northwest Bancorporation, Inc. The name
of the Issuer previously was Inland Northwest Bancorporation, Inc.; the change
of name was effective on Thursday, May 20, 1999. The address of the Issuer is
421 West Riverside Avenue, Spokane, Washington 99201.
Item 2. Identity and Background
a. Frederick M. Schunter.
b. 421 West Riverside Avenue, Spokane, Washington 99201.
c. President and Chief Executive Officer of Northwest Bancorporation,
Inc., 421 West Riverside Avenue, Spokane, Washington 99201 and
President and Chief Executive Officer of Inland Northwest Bank, a
wholly-owned banking subsidiary of the Issuer.
d. No criminal convictions.
e. Not a party to any civil proceedings pertaining to federal or state
securities laws within the last five years.
f. U.S.A. citizen.
Item 3. Source and Amount of Funds or Other Consideration
The 40,544 shares of common stock owned beneficially and of record by Mr.
Schunter were acquired with personal funds and with funds borrowed from Key Bank
of Washington in the ordinary course of business for that bank on April 24, 1989
and June 10, 1997 respectively. The loan made on April 24, 1989 has been paid in
full. Payment of the loan made June 10, 1997, has been secured by a pledge of
17,266 shares of common stock of the Issuer.
Item 4. Purpose of Transaction
The shares of common stock and warrants were acquired for investment
purposes. Except for actions which may be proposed to the Board Of Directors by
Mr. Schunter from time to tie in his capacity as President and Chief Executive
Officer, Mr. Schunter has no current plans or proposals which relate to or would
result in:
a. 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 of term
of directors or to fill any existing vacancies on the board;
3
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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 charter, 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 delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
i. Causing a class of equity securities of the Issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
a. Mr. Schunter beneficially owns 72,900/1/ shares, constituting
5.998%/2/ of the outstanding shares of common stock of the Company.
b. Sole Voting Power: 72,900/1/.
Sole Dispositive Power: 72,900/1/.
c. None.
d. Not applicable.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
________________
/1/ Represents (i) 40,544 shares of common stock beneficially owned by
Mr. Schunter together with (ii) in accordance with Rule 13.d-3(d), 6,490
shares of common stock which Mr. Schunter has the right to acquire pursuant
to vested increments of employee stock options and 25,866 shares of common
stock which mr. Schunter has the right to acquire pursuant to the exercise
of the warrants.
/2/ This percentage is based upon a number of outstanding shares
calculated as follows: (i) the number of shares outstanding as set forth in
the most recent financial statement provided to the Board of Directors by
the Issuer (1,215,342 as of May 31, 1999) which Mr. Schunter has no reason
to believe is not current and (ii) the 6,490 shares and 25,866 shares which
Mr. Schunter has the right to acquire pursuant to the employee stock
options and warrants, which shares therefore are deemed to be outstanding
in accordance with Rule 13.d-3(d).
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Item 7. Material to Be Filed as Exhibits
Exhibit 7.1 Promissory Note dated June 10, 1997.
Signature
After reasonably inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: June 21, 1999
Signatures: /s/ Frederick M. Schunter
--------------------------------
Frederick M. Schunter
Attention: International misstatements or omissions of fact constitute
Federal criminal violations (See U.S.C. 1001).
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EXHIBIT 7.1
PROMISSORY NOTE
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Principal Loan Date Maturity Loan No. Call Collateral Account Officer Initials
$96,626.00 06-02-1997 02-15-2004 9003 511 35843 WMM01 (illegible
initials)
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</TABLE>
References in the shaded area are for Lender's use only and do not limited the
applicability of this document to any particular loan or item.
Borrower: FREDERICK M. SCHUNTER Lender: KEYBANK NATIONAL ASSOCIATION
3259 SOUTH HIGH DRIVE CORRESPONDENT BANKING
SPOKANE, WA 99203 1119 PACIFIC AVENUE
P.O. BOX 11500 WA-31-03-0258
TACOMA, WA 98411-5500
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<S> <C> <C>
Principal Amount: $96,626.00 Initial Rate: 9.000% Date of Note: June 2, 1997
</TABLE>
PROMISE TO PAY. FREDERICK M. SCHUNTER ("Borrower") promises to pay to KEYBANK
NATIONAL ASSOCIATION ("Lender"), or order, in lawful money of the United States
of America, the principal amount of Ninety Six Thousand Six Hundred Twenty Six &
00/100 Dollars ($96,626.00), together with interest on the unpaid principal
balance from June 2, 1997, until paid in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in 6 principal payments of $13,804.00 each and one
final principal payment of $13,802.00 Borrower's first principal payment is due
February 15, 1998, and all subsequent principal payments are due on the same day
of each year after that. In addition, Borrower will pay regular monthly payments
of all accrued unpaid interest due as of each payment date. Borrower's first
interest payment is due July 15, 1997, and all subsequent interest payments are
due on the same day of each month after that. Borrower's final payment due
February 15, 2004, will be for all principal and accrued interest not yet paid.
Interest on this Note is computed on a 365/360 simple interest basis; that is,
by applying the ratio of the annual interest rate over a year of 360 days, times
the outstanding principal balance, times the actual number of days the principal
balance is outstanding. Borrower will pay Lender at Lender's address shown above
or at such other place as Lender may designate in writing. Unless otherwise
agreed or required by applicable law, payments will be applied first to accrued
unpaid interest, then to principal, and any remaining amount to any unpaid
collection costs and late charges.
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Lender's announced prime
rate (the "Index"). The interest rate will change on the date of each announced
change of the Index within Key Bank. The Index is not necessarily the lowest
rate charged by Lender on its loans and is set by Lender in its sole discretion.
If the Index becomes unavailable during the term of this loan, the Lender may
designate a substitute Index after notifying Borrower. Lender will tell Borrower
the current Index rate upon Borrower's request. Borrower understands that Lender
may make loans based on other rates as well. The interest rate change will not
occur more often than each day that the Index changes. The Index currently is
8.500% per annum. The interest rate to be applied to the unpaid principal
balance of this Note will be at a rate of 0.500 percentage points over the
Index, resulting in an initial rate of 9.000% per annum. NOTICE: Under no
circumstances will the interest rate on this Note be more than the maximum rate
allowed by applicable law.
PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule.
Rather, they will reduce the principal balance due and may result in Borrower
making fewer payments.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
6.000% of the regularly scheduled payment or $10.00, whichever is greater.
DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit,
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished. (e) Borrower dies or becomes insolvent, a
receiver is appointed for any part of Borrower's property, Borrower makes an
assignment for the benefit of creditors, or any proceeding is commenced either
by Borrower or against Borrower under any bankruptcy or insolvency laws. (f) Any
creditor tries to take any of Borrower's property on or in which Lender has a
lien or security interest. This includes a garnishment of any of Borrower's
accounts with Lender. (g) Any of the events described in this default section
occurs with respect to any guarantor of this Note. (h) a material adverse change
occurs in Borrower's financial condition, or Lender believes the prospect of
payment or performance of the indebtedness is impaired.
If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid, immediately due, without notice,
and then Borrower will pay that amount. Upon default, including failure to pay
upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the variable interest rate on this Note to 5.500
percentage points over the Index. The interest rate will not exceed the maximum
rate permitted by applicable law. Lender may hire or pay someone else to help
collect this Note if Borrower does not pay. Borrower also will pay Lender that
amount. This includes, subject to any limits under applicable law, Lender's
attorneys' fees and Lender's legal expenses whether or not there is a lawsuit,
including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law. This Note has been delivered to
Lender and accepted by Lender in the State of Washington. If there is a lawsuit,
Borrower agrees upon Lender's request to submit to the jurisdiction of the
courts of King or Pierce County, the State of Washington. Lender and Borrower
hereby waive the right to any jury trial in any action, proceeding, or
counterclaim brought by either Lender or Borrower against the other. This Note
shall be governed by and construed in accordance with the laws of the State of
Washington.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $10.00 if Borrower
makes a payment on Borrower's loan and the check or
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<C> <S> <C>
06-02-1997 PROMISSORY NOTE Page 2
Loan No 9003 (Continued)
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pre-authorized charge with which Borrower pays is later dishonored.
GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.
BORROWER:
/s/ Frederick M. Schunter [SIGNATURE ILLEGIBLE]
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FREDERICK M. SCHUNTER
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