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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. 1)
NORTHWEST BANCORPORATION
________________________________________________________________________________
(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)
January 18, 2000
_______________________________________________________________
(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 (S)(S)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 (S)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 nor required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
SCHEDULE 13D
- -----------------------
CUSIP NO. 667337109
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
FREDERICK M. SCHUNTER
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) N/A
(b) N/A
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
PF; BK
- ------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
5 N/A
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
82,113/1/
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
82,113/1/
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
82,113/1/
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
12 INSTRUCTIONS)
N/A
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.2%/2/
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
- ------------------------------------------------------------------------------
/1/ Represents (i) 66,411 shares of common stock beneficially owned by Mr.
Schunter together with (ii) in accordance with Rule 13.d-3(d), 15,702 shares of
common stock which Mr. Schunter has the right to acquire pursuant to vested
increments of employee stock options.
/2/ This percentage is based upon a number of outstanding shares set forth
in the most recent financial statement (i) prepared by the Issuer for
presentation to its Board of Directors at its next meeting on February 15, 2000
(1,5275,127 as of January 18, 2000) which Mr. Schunter has no reason to believe
is not current and (ii) the 15,702 shares which Mr. Schunter has the right to
acquire pursuant to the employee stock options, which shares therefore are
deemed to be outstanding in accordance with Rule 13.d-3(d).
2
<PAGE>
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
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 66,411 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, June 10, 1997, and January 14, 2000, respectively. The loan made on April
24, 1989 has been paid in full. Payment of the loans made June 10, 1997 and
January 14, 2000 have been secured by a pledge of 33,266 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 time 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;
e. Any material change in the present capitalization or dividend policy
of the Issuer;
3
<PAGE>
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 82,113/1/ shares, constituting 5.2%/2/
of the outstanding shares of common stock of the Company.
b. Sole Voting Power: 82,113/1/.
---------
Sole Dispositive Power: 82,113/1/.
---------
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) 66,411 shares of common stock beneficially owned by Mr.
Schunter together with (ii) in accordance with Rule 13.d-3(d), 15,702 shares of
common stock which Mr. Schunter has the right to acquire pursuant to vested
increments of employee stock options.
/2/ This percentage is based upon a number of outstanding shares set forth
in the most recent financial statement (i) prepared by the Issuer for
presentation to its Board of Directors at its next meeting on February 15, 2000
(1,5275,127 as of January 18, 2000) which Mr. Schunter has no reason to believe
is not current and (ii) the 15,702 shares which Mr. Schunter has the right to
acquire pursuant to the employee stock options, which shares therefore are
deemed to be outstanding in accordance with Rule 13.d-3(d).
4
<PAGE>
Item 7. Material to Be Filed as Exhibits
Exhibit 7.1 Promissory Note dated January 14, 2000.
Signature
After reasonable 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: January 25, 2000
Signatures: /s/ Frederick M. Schunter
---------------------------
Frederick M. Schunter
Attention: International misstatements or omissions of fact constitute
Federal criminal violations (See U.S.C. 1001).
5
<PAGE>
EXHIBIT 7.1
PROMISSORY NOTE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials
$196,000.00 01-14-2000 06-14-2008 9004 511 E38843 JKSOM
- ------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability
of this document to any particular loan or item.
</TABLE>
Borrower: FREDERICK M. SCHUNTER LENDER: KEYBANK NATIONAL ASSOCIATION
3259 SOUTH HIGH DRIVE CORRESPONDENT BANKING
SPOKANE, WA 98203 1119 PACIFIC AVENUE
P.O. BOX 11600 WA-31-03-0258
TACOMA, WA 98411-6500
[SCAN MARKS]
- --------------------------------------------------------------------------------
Principal amount: $196,000.00 Date of Note: January 14, 2000
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 One Hundred Ninety Six Thousand & 00/100
Dollars ($196,000.00), together with interest on the unpaid principal balance
from December 27, 1999, until paid in full.
PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:
100 consecutive monthly interest payments, beginning February 14,
2000, with interest calculated on the unpaid principal balances at an
interest rate of 0.500 percentage points over the Index described below; 7
consecutive annual principal payments of $26,133.33 each, beginning March
14, 2001, with interest calculated on the unpaid principal balances at an
amount of $13,167.96 on June 14, 2006, with interest calculated on the
unpaid principal balances at an interest rate of 0.500 percentage points
over the Index described below. This estimated tenant payment is based on
the assumption that all payments will be made exactly as scheduled and that
the Index does not change; the actual final payment will be for all
principal and accrued interest not yet paid, together with any other unpaid
amounts under this Note.
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 Prime Rate announced by
Lender (the "Index"). The interest rate will change automatically and
correspondingly on the date of each announced change of the index by Lender. 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 5.500% per annum. The
interest rate or rates to be applied to the unpaid principal balance of this
Note will be the rate or rates set forth above in the "Payment" section.
Notwithstanding any other provision of this Note, the variable interest rate or
rates provided for in this Note will be subject to the following minimum and
maximum rates. NOTICE: Under no circumstances will the interest rate on this
Note be less than 0.500 per annum or more than the maximum rate allowed by
applicable law. Whenever increases occur in the interest rate, Lender, at its
option, may do one or more of the following: (a) increase Borrower's payments to
ensure Borrower's loan will pay off by its original final maturity date, (b)
increase Borrower's payments to cover accruing interest, (c) increase the number
of Borrower's payments, and (d) continue Borrower's payments at the same amount
and increase Borrower's final payment.
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
5.000% of the regularly scheduled payment or $80.00, 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 become 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, (i) Lender in good faith deems
itself insecure.
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 interest immediately
<PAGE>
01-14-2000 PROMISSORY NOTE Page 2
Loan No 9004 (Continued)
================================================================================
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 by 3,000 percentage points. 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.
RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.
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.
- --------------------------------------------------------------------------------
| ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO |
| FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER |
| WASHINGTON LAW. |
- --------------------------------------------------------------------------------
BORROWER:
X /s/ Frederick M. Schunter
------------------------------------
FREDERICK M. SCHUNTER
================================================================================
