<PAGE>
As filed with the Securities and Exchange Commission on April 13, 2000
Registration No. 000-24151
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
[_] Confidential, for Use of the
Check the appropriate box: Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
NORTHWEST BANCORPORATION, INC.
(Name of Registrant as Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
.............................................................................
(2) Aggregate number of securities to which transaction applies:
.............................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
.............................................................................
(4) Proposed maximum aggregate value of transaction:
.............................................................................
(5) Total fee paid:
.............................................................................
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________________________
(2) Form, Schedule or Registration Statement No.: __________________________
(3) Filing Party: __________________________________________________________
(4) Date Filed: ____________________________________________________________
<PAGE>
NORTHWEST BANCORPORATION, INC.
421 West Riverside
Spokane, Washington 99201
----------------
April 13, 2000
Dear Shareholder:
You will find herein the following enclosures:
. Notice of Annual Meeting of Shareholders to be held May 15, 2000
. Proxy Statement
. Proxy Card
. Annual Report on Form 10-KSB (without exhibits) for the fiscal year
ended December 31, 1999
. Statement of Condition for the years ended December 31, 1999 and 1998;
the Statement compares the consolidated financial operation for the two
years.
As noted in the Proxy Statement, you are being asked at the Annual Meeting
(1) to elect four Directors for a three-year term and (2) to ratify the
selection of Moss Adams, LLP (formerly McFarland & Alton, P.S.) as independent
certified public accountants.
More information about the Annual Meeting is included in the enclosed Proxy
Statement.
Please call Holly A. Austin (the Secretary of the Company) or myself (509-
456-8888) with any questions that you may have concerning the enclosed
material. Your vote is important. Whether or not you plan to attend the Annual
Meeting, please take the time to vote now by signing and dating the enclosed
proxy card and returning it in the enclosed self-addressed, stamped envelope
as soon as possible. It is important that all individuals listed on the
mailing label sign the proxy card.
Thank you for your cooperation and immediate attention given to this matter.
Sincerely,
Frederick M. Schunter
President & Chief Executive Officer
<PAGE>
NORTHWEST BANCORPORATION, INC.
421 West Riverside
Spokane, Washington 99201
----------------
Notice of Annual Meeting of Shareholders
to be held May 15, 2000
----------------
TO THE SHAREHOLDERS OF NORTHWEST BANCORPORATION, INC.:
The Annual Meeting of Shareholders of Northwest Bancorporation, Inc. (the
"Company") will be held in the facilities of Inland Northwest Bank situated at
421 West Riverside (corner of Riverside and Stevens), Spokane, Washington on
Monday, May 15, 2000 at 5:30 p.m. (PDT) for the following purposes:
(1) To elect four persons as Directors for a three-year term.
(2) To consider and vote upon a proposal to ratify the selection of Moss
Adams, LLP (formerly McFarland & Alton, P.S.) as independent certified
public accountants for the fiscal year ending December 31, 2000.
(3) To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.
The close of business on April 11, 2000 has been designated as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments thereof.
By Order of the Board of Directors
William E. Shelby
Chairman
Spokane, Washington
April 13, 2000
Your Vote Is Important
We consider the vote of each shareholder to be important, whatever the
number of shares held. Whether or not you are able to attend the Annual
Meeting, please sign and date the enclosed proxy card and return it in the
enclosed envelope at your earliest convenience. The prompt return of your
proxy card will help to avoid further expense for your Company.
The Board of Directors recommends that you vote for (1) the four
nominees for Director and (2) the ratification of Moss Adams, LLP as
independent certified public accountants. Please return the enclosed proxy
card promptly.
<PAGE>
NORTHWEST BANCORPORATION, INC.
421 West Riverside
Spokane, Washington 99201
----------------
PROXY STATEMENT
----------------
Proxies, Solicitation and Voting
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Northwest Bancorporation, Inc. (the
"Company") for use at the Annual Meeting of Shareholders of the Company to be
held in the facilities of Inland Northwest Bank situated at 421 West Riverside
(corner of Riverside and Stevens), Spokane, Washington, on Monday, May 15,
2000 at 5:30 p.m. (PDT) or any adjournments thereof. This Proxy Statement was
first mailed to shareholders on or about April 13, 2000.
The enclosed proxy, if properly signed and returned, will be voted in
accordance with the instructions specified thereon. If no instructions are
specified, the enclosed proxy will be voted for (1) the four nominees for
Director and (2) the ratification of the selection of the independent
certified public accountants. A shareholder who has delivered a proxy may
revoke it at any time before it is exercised by filing an instrument of
revocation with the Secretary of the Company or by delivering a duly signed
proxy bearing a later date. A proxy may also be revoked by attending the
Annual Meeting and notifying the Secretary that the shareholder intends to
vote in person. Attendance at the Annual Meeting without requesting the
opportunity to vote in person will not constitute the revocation of a proxy.
The close of business on April 11, 2000 has been designated as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the Annual Meeting or any adjournments thereof. As of April 6, 2000, the
Company had 1,576,008 shares of common stock outstanding, held of record by
452 shareholders. Each share of common stock outstanding on the record date
for the Annual Meeting entitles the holder thereof to one vote on each matter
to be voted on at the Annual Meeting (in the case of the election of
Directors, one vote for each Director position up for election). Shareholders
of the Company are not entitled to exercise cumulative voting rights in the
election of Directors.
The holders of a majority of the shares outstanding on the record date for
the Annual Meeting, present in person or represented by proxy, will constitute
a quorum for the transaction of business at the Annual Meeting. The four
persons who receive a plurality of the votes cast at the Annual Meeting will
be elected as Directors. A plurality of the votes cast at the Annual Meeting
is required for the ratification of the independent certified public
accountants. Abstentions and "broker non-votes" will be counted as shares that
are present at the Annual Meeting for purposes of determining a quorum.
Abstentions and "broker non-votes," however, will not be counted as either
votes for or against any item, which means that they will have no effect upon
the election of Directors or the ratification of the selection of the
independent certified public accountants.
1
<PAGE>
1. ELECTION OF DIRECTORS
Composition of Board of Directors and Staggered Terms
The Board of Directors of the Company currently consists of thirteen members
and is divided into three classes. Directors within each class are elected to
three-year terms, meaning that under ordinary circumstances, at any given
time, approximately one-third of the Board of Directors would be in its first
year of service, one-third would be in its second year of service and another
one-third would be in its third year. The same persons currently serve as
Directors of Inland Northwest Bank, a wholly-owned subsidiary of the Company
(the "Bank").
The staggered term arrangements for Directors of the Company and the Bank
are consistent with similar staggered term arrangements for directors of the
Bank.
Nominees for Election As Directors at the Annual Meeting
Three of the thirteen present Director positions have terms expiring, and
are up for election, at this Annual Meeting. The Board of Directors also has
decided to fill the vacant fourteenth position at this Annual Meeting.
Consequently, four persons have been nominated for consideration at this
Annual Meeting. The persons elected to such positions at the Annual Meeting
will serve for a three-year term ending with the Annual Meeting to be held in
2003 or until their successors are duly elected and qualified, unless they
die, resign or are removed before such time. The Board of Directors has
nominated the following four persons for election as Directors of the Company
at this Annual Meeting. The Board of Directors recommends that the
shareholders vote for the election of all four nominees.
<TABLE>
<CAPTION>
Name Age Recent Business and Professional Experience
---- --- -------------------------------------------
<C> <C> <S>
Randall L. Fewel 51 Mr. Fewel joined the Bank as a Vice President and
Senior Loan Officer in March, 1994. Mr. Fewel
previously was a loan officer with another bank in
Spokane, Washington. He currently is the Executive
Vice President--Chief Operating Officer of the Bank.
Bryan S. Norby 43 Mr. Norby has been a Director of the Bank since August
15, 1989, and a Director of the Company since March
30, 1992. Mr. Norby's current term as a Director will
expire at this Annual Meeting. Mr. Norby is a
certified public accountant and is Treasurer and
Financial Analyst for a Boise, Idaho based business
enterprise.
Richard H. Peterson 65 Mr. Peterson has been a Director of the Bank since its
incorporation on May 26, 1989. He has been a Director
of the Company since March 30, 1992. Mr. Peterson's
current term as a Director will expire at this Annual
Meeting. During the past five years, Mr. Peterson was
the President and Chief Executive Officer of Peterson
& Company, an independent investment securities firm
in Spokane, Washington until 1994 and is now a vice
president of Everen Securities at its branch in
Spokane.
Hubert F. Randall 71 Mr. Randall has been a Director of the Bank since its
incorporation on May 26, 1989 and has been a Director
of the Company since March 30, 1992. Mr. Randall's
current term as a Director will expire at this Annual
Meeting. Mr. Randall retired as the Executive Vice
President and Chief Executive Officer of Kim Hotstart
Manufacturing Company, Inc., a Spokane company
specializing in the design and manufacture of heating
systems for industrial engines, during July 1990.
</TABLE>
Each of the nominees has consented to being named in this Proxy Statement
and to serving as a Director if elected. The Company knows of no reason why
any nominee would be unable or unwilling to serve if elected. If
2
<PAGE>
any nominee becomes unavailable for election, the persons named in the
enclosed proxy will vote for such other nominee as the Board of Directors may
recommend. There are no arrangements or understandings between any nominee and
any other nominee.
Other Directors Not up for Election at the Annual Meeting
The following persons are the other ten Directors of the Company whose terms
are not expiring at the Annual Meeting.
<TABLE>
<CAPTION>
Name Age Recent Business and Professional Experience
---- --- -------------------------------------------
<C> <C> <S>
Dwight B. Aden, Jr. 57 Mr. Aden was elected as a Director of the Bank
and the Company on May 20, 1996. His current
term as a Director will expire at the Annual
Meeting to be held in 2002. Mr. Aden retired in
1997 as a senior member and an owner of Jones &
Mitchell Insurance Co., an insurance brokerage
firm in Spokane, Washington.
Jimmie T.G. Coulson 66 Mr. Coulson has been a Director of the Bank
since its incorporation on May 26, 1989. He has
been a Director of the Company since March 30,
1992. His current term as a Director will expire
at the Annual Meeting to be held in 2002. Mr.
Coulson is the President and Chief Executive
Officer of The Coeur d'Alenes Company, a steel
service center and fabrication facility located
in Spokane, Washington.
Harlan D. Douglass 63 Mr. Douglass has been a Director of the Bank
since May 26, 1989. He has been a Director of
the Company since March 30, 1992. His current
term as a Director will expire at the Annual
Meeting to be held in 2002. Mr. Douglass'
primary business activities consist of the
management of a diversified real estate
business, including multi-family and commercial
projects.
Freeman B. Duncan 53 Mr. Duncan was elected as a Director of the Bank
and the Company on May 20, 1996. His term as a
Director will expire at the Annual Meeting to be
held in 2002. Mr. Duncan is an attorney
specializing in real estate matters.
Donald A. Ellingsen, M.D. 63 Dr. Ellingsen was elected as a Director of the
Bank and the Company on May 20, 1996. His
current term as a Director will expire at the
Annual Meeting to be held in 2002. Dr. Ellingsen
is a retired ophthalmologist and member of the
Spokane Eye Clinic, Spokane, Washington.
Clark H. Gemmill 57 Mr. Gemmill has been a Director of the Bank
since its incorporation on May 26, 1989 and a
Director of the Company since March 30, 1992.
Mr. Gemmill's current term as a Director will
expire at the Annual Meeting to be held in 2001.
During the past five years, he has been a Vice
President with Paine Webber (successor in
interest to Kidder, Peabody Inc.), a financial
investment firm with a branch office in Spokane,
Washington.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name Age Recent Business and Professional Experience
---- --- -------------------------------------------
<C> <C> <S>
Phillip L. Sandberg 67 Mr. Sandberg has been a Director of the Bank since
its incorporation on May 26, 1989. He has been a
Director of the Company since March 30, 1992. Mr.
Sandberg's current term as a Director will expire at
the Annual Meeting to be held in 2001. Mr. Sandberg
is retired; for the five years prior to his
retirement, he was the President and Chief Executive
Officer of Sandberg Securities, an independent
investment services firm in Spokane, Washington.
Frederick M. Schunter 63 Mr. Schunter is a Director, President and Chief
Executive Officer of the Bank. He has fulfilled
those capacities with the Bank since its
incorporation on May 26, 1989 and he has been a
Director and the President of the Company since
December 10, 1991. Mr. Schunter's current term as a
Director will expire at the Annual Meeting to be
held in 2001. Mr. Schunter also is the Chief
Executive Officer of INB Mortgage, a subsidiary of
the Company.
William E. Shelby 61 Mr. Shelby has been a Director of the Bank since its
incorporation on May 26, 1989. He has been a
Director of the Company since March 30, 1992. Mr.
Shelby's current term as a Director will expire at
the Annual Meeting to be held in 2001. Mr. Shelby is
employed as the Vice President of Store Development
for U.R.M. Stores, Inc.
James R. Walker 67 Mr. Walker has been a Director of the Bank since its
incorporation on May 26, 1989. He has been a
Director of the Company since March 30, 1992. Mr.
Walker's current term as a Director will expire at
the Annual Meeting to be held in 2001. Mr. Walker
was the President and Chief Executive Officer of
Hazen & Clark, Inc., a general contracting firm,
from 1968 until his retirement in 1995.
</TABLE>
Committees and Meetings of the Board of Directors
The Board of Directors has an Audit and Examination Committee and a
Nominating Committee, but not a Compensation Committee. The members of the
Audit and Examination Committee are Mr. Norby (who acts as Chairman), Mr.
Sandberg, Mr. Aden, Mr. Duncan, Dr. Ellingsen and Mr. Walker. The Audit and
Examination Committee held one meeting during the fiscal year ended December
31, 1999. The responsibilities of the Audit and Examination Committee include
monitoring compliance with Board policies and applicable laws and regulations,
holding periodic meetings with the Bank's internal and external auditors and
with the Bank's examiners to receive reports and discuss findings, making
recommendations to the full Board of Directors concerning the adequacy and
accuracy of internal systems and controls, the appointment of auditors and the
acceptance of audits, and monitoring management's efforts to correct any
deficiencies discovered in an audit or supervisory examination. The same
directors also constitute the Audit and Examination Committee of the Bank.
The members of the Nominating Committee are Mr. Coulson (who acts as
Chairman), Mr. Duncan, Mr. Douglass, Mr. Norby, Mr. Randall, Mr. Schunter and
Mr. Shelby. The Nominating Committee held one meeting during the fiscal year
ended December 31, 1999. The responsibilities of the Nominating Committee
include selecting and recommending to the full Board of Directors nominees for
election as Director at the Annual Meeting held each year, candidates to fill
any Director vacancies, and persons for appointment as officers. Shareholders
who wish the Nominating Committee to consider their recommendations for
nominees for Director should submit their recommendations in writing to the
Nominating Committee in care of the Company's Secretary at the Company's
principal executive office.
The Board of Directors held eight meetings and Committees of the Board of
Directors, in total, held two meetings during the fiscal year ended December
31, 1999. All of the Directors attended more than seventy-five
4
<PAGE>
percent of the aggregate of all meetings of the Board of Directors and the
Committees on which they serve during the fiscal year ended December 31, 1999.
Officers
In addition to Mr. Schunter, the officers of the Company and the significant
executive officers of its subsidiaries (who are not also officers of the
Company) are:
Holly A. Austin--Ms. Austin is 29 and has been an officer of the Bank since
1997. She also is the Secretary of the Company. She presently is a Vice
President and the Cashier of the Bank.
Christopher C. Jurey--Mr. Jurey is 50 and has been an officer of the Bank
since 1991. Prior to that time, Mr. Jurey was a Commercial Loan Officer. He
currently is the Executive Vice President--Chief Financial Officer of the
Bank, the Chief Financial Officer of INB Mortgage and Chief Financial Officer
of the Company.
Randall L. Fewel--Mr. Fewel is 51 and joined the Bank as a Vice President
and Senior Loan Officer in March 1994. He currently is the Executive Vice
President--Chief Operating Officer of the Bank.
Ronald M. Bower--Mr. Bower is 58 and joined the Bank on January 17, 2000, as
Executive Vice President--Chief Credit Officer. For more than a five year
period prior thereto, he was the credit administrator for Eastern Washington
and North Idaho for a large regional commercial bank.
Douglas Beaudoin--Mr. Beaudoin is 49 and joined INB Mortgage as President
and Chief Operating Officer on November 23, 1998. Prior to joining INB
Mortgage, he was an officer with a commercial bank with general banking
responsibilities and with another commercial bank with specific
responsibilities for residential and commercial real estate lending
activities.
There are no family relationships among these Directors and executive
officers.
Remuneration of Directors and Officers
The following table sets forth information as to remuneration received by
the three highest paid employees or officers of the Bank in the 1999 fiscal
year. No officer or Director of the Company has received any remuneration or
indirect financial benefit to date.
<TABLE>
<CAPTION>
Aggregate annual
Name of individual Capacities in which remuneration
or identity of group remuneration was received for last fiscal year
-------------------- ------------------------- --------------------
<S> <C> <C>
Frederick M. Schunter President and Chief Executive Officer $161,247(1)
Christopher C. Jurey Executive Vice President-Chief Financial Officer 97,332
Randall L. Fewel Executive Vice President-Chief Operating Officer 104,835
</TABLE>
- --------
(1) Does not include benefits under a retirement plan for Mr. Schunter which
is further described below. The net post-retirement cost recognized for
this plan in fiscal year 1999 was $35,400.
Directors of the Bank (excluding Mr. Schunter and the Chairman) receive an
attendance fee in the amount of $200 per meeting and $100 per committee
meeting. The Chairman of the Board of Directors receives an attendance fee of
$400 per meeting. Directors also receive 200 shares of common stock of the
Company annually. A compensation arrangement has not been established for the
Directors of the Company as yet. The aggregate annual remuneration of officers
and directors of the Bank as a group was $526,883 for fiscal year 1999.
The Bank and Frederick M. Schunter entered into an Employment Agreement
dated January 1, 1991. This employment agreement has been amended, effective
January 1, 1994. The employment term has been changed to a continuous period
until such time as the Bank notifies the employee that the Bank will establish
an employment term of three years commencing with the date of receipt of the
notice by the employee. At that
5
<PAGE>
time, the Bank also has the right to terminate the employee without cause. The
agreement provides that the Directors will set the Fixed Salary each year. The
amended agreement also contains a covenant not to compete providing,
essentially, that the employee may not compete with the Bank during a term of
employment or for a period of three years following a voluntary termination of
employment; if there has been a change in control, as defined by that
agreement, then the covenant not to compete will be for a period of two years.
Mr. Schunter's Fixed Salary for the fiscal year 2000 is $157,500.
The Bank has entered into employment agreements with Mr. Jurey and Mr.
Fewel; these employment agreements provide for a continuous employment term
until such time as the Bank notifies the employee that the Bank will establish
an employment term of one (1) year commencing with the date of receipt of
notice by the employee. The Fixed Salary for Christopher C. Jurey for the
fiscal year 2000 is $96,520. The Fixed Salary for Randall L. Fewel for the
fiscal year 2000 is $101,116.
The Bank has purchased and maintains a term life insurance policy for the
benefit of the Chief Executive Officer during the employment term in the
aggregate amount of $250,000. The Bank is the owner and beneficiary of life
insurance policies on Mr. Schunter with a total face value of $226,274 and
cash surrender value of $126,395 and $115,995 at December 31, 1999 and 1998,
respectively.
Mr. Schunter also has an unfunded retirement plan which vests in full at
retirement. The plan provides for monthly payments to the executive upon his
retirement or termination of employment and, alternatively, to his designated
beneficiary in the event of his death, for a period of fifteen years following
retirement at age 65. At December 31, 1999 and 1998, $170,164 and $134,764,
respectively, has been accrued under this plan. This liability is recognized
in accrued interest and other liabilities in the financial statements. The
present value at retirement of the retirement benefit obligation is
approximately $220,173. The unfunded benefit is being expensed over the period
of service through his expected retirement age. The net post-retirement
benefit cost recognized during the years ended December 31, 1999 and 1998, was
$35,400 and $35,000, respectively.
Both the Bank and the Company are and will be highly dependent upon the
services of Mr. Schunter, Mr. Jurey and Mr. Fewel. Other than the Employment
Agreements described herein, neither the Bank nor the Company have any
specific arrangement with these individuals to assure that they will remain
with the Bank or the Company and not compete upon termination of their
employment.
Security Ownership of Management and Certain Security Holders of the Company
This information has been provided for the four highest paid executive
officers of the Bank. for fiscal year 1999. The Company does not have any
compensated officers. Jennifer L. Johnson terminated her employment with the
Bank as of March 31, 2000.
<TABLE>
<CAPTION>
Title of Amount Percent of Class
Class Name and Address of Owner Owned (as of 3-14-00)
-------- ------------------------- ------ ----------------
<C> <S> <C> <C>
Common Stock F. M. Schunter
421 W. Riverside, Suite 113
Spokane, WA 99201-0403 66,411 4.21%
Common Stock Christopher C. Jurey
421 W. Riverside, Suite 113
Spokane, WA 99201-0403 11,806 .75%
Common Stock Randall L. Fewel
421 W. Riverside, Suite 113
Spokane, WA 99201-0403 3,204 .20%
Common Stock Jennifer L. Johnson
421 W. Riverside, Suite 113
Spokane, WA 99201-0403 1,150 .07%
</TABLE>
6
<PAGE>
Officers and Directors as a group own of record, to the knowledge of the
Company, 458,061 shares of common stock of the Company, representing 40.93% of
the outstanding shares of common stock. No shareholder presently owns more
than ten percent (10%) of the outstanding shares of common stock of the
Company.
The following information is for Options and Warrants not exercised as of
December 31, 1999.
<TABLE>
<CAPTION>
Title and Amount
of Securities
Called for Effective
by Options, Exercise Date Exercisable
Name of Holder Warrants or Rights Price(/1/) (if not currently vested)(/2/) Expiration Date
- -------------- ------------------ ------------- ------------------------------ -----------------
<S> <C> <C> <C> <C>
F.M. Schunter option--2662 9.20 January 1, 2005
option--2420 10.33 January 2, 2001
option--2420 10.33 December 16, 2006
option--2200 11.82 December 15, 2007
option--3000 16.00 December 14, 2008
warrants--25,867 5.12 January 16, 2000
(as adjusted) December 20, 2009
option--3000 16.00
Christopher C. Jurey option--1331 9.20 January 1, 2005
option--1210 10.33 January 2, 2001
option--1210 10.33 December 16, 2006
option--1100 11.82 December 15, 2007
option--2000 16.00 December 14, 2008
option--2000 16.00 December 20, 2009
Randall L. Fewel option--1331 9.20 January 1, 2005
option--1210 10.33 January 2, 2001
option--1210 10.33 December 16, 2006
option--1100 11.82 December 15, 2007
option--2000 16.00 December 14, 2008
option--2000 16.00 December 20, 2009
Jennifer L. Johnson option--1210 10.33 January 2, 2001
option--1210 10.33 December 16, 2006
option--1100 11.82 December 15, 2007
option--2000 16.00 December 14, 2008
</TABLE>
- --------
(/1/)The number of shares subject to the option have been increased to reflect
the declaration of stock dividends after the options were granted and the
stock split effective May 28, 1999; the exercise price also has been
adjusted to correspond with the increase in shares.
(/2/)The options granted to the above persons expiring December 16, 2006,
December 15, 2007, December 14, 2008 and December 20, 2009, respectively,
are subject to a vesting schedule of 20% per year after the first year.
Interest of Management and Others in Certain Transactions
The Bank has had, and may be expected to have in the future, deposits and
loans in the ordinary course of business with Directors, officers, their
immediate families and affiliated companies in which they are principal
shareholders, all of which have been, in the opinion of management, on the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable banking transactions with others. The loan balance of
any one related party is not material. The aggregate loan balances with
related parties at December 31, 1999, was $3,038,237 including unused
commitments.
7
<PAGE>
2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Moss Adams, LLP (formerly McFarland &
Alton, P.S.) as independent certified public accountants to examine the
consolidated financial statements of the Company and its subsidiaries for the
fiscal year ending December 31, 2000; the shareholders are asked to consider
and vote upon the ratification of such selection. The Board of Directors
recommends that the shareholders vote for ratification of the selection of
Moss Adams, LLP as the independent certified public accountants.
Moss Adams, LLP (formerly McFarland & Alton, P.S.) has examined the
financial statements of the Bank since the Bank's organization in 1989 and the
consolidated financial statements of the Company and its subsidiaries since
the Company became a holding company for the Bank in 1993. A representative of
that accounting firm will be present at the Annual Meeting with the
opportunity to make a statement if desired and to respond to appropriate
questions.
OTHER BUSINESS
No other business is intended to be brought before the Annual Meting by the
Board of Directors, nor is the Board of Directors aware of any other business
to be brought before the Annual Meeting by others. If, however, any other
business properly comes before the Annual Meeting, the enclosed proxy
authorizes the persons named in the proxy to vote on such other business in
their discretion.
ADDITIONAL INFORMATION
Proposals of Shareholders
Shareholders who intend to have a proposal considered for inclusion in the
Company's proxy materials for presentation at the Annual Meeting to be held in
2001 must submit the proposal to the Company no later than December 14, 2000.
The Company reserves the right to reject or take other appropriate action with
respect to any proposal that does not comply with these and any other
applicable requirements.
Expenses
All expenses incurred in connection with the solicitation of proxies will be
borne by the Company. The Company will reimburse brokers, fiduciaries and
custodians for their costs in forwarding proxy materials to beneficial owners
of common stock held in their names.
Directors, officers, and employees of the Company and its subsidiaries may
also solicit proxies by mail, telephone and personal contact, but they will
not receive any additional compensation for these activities.
Annual Report
The Annual Report on Form 10-KSB (without exhibits) of the Company for the
fiscal year ended December 31, 1999 is also enclosed along with this Proxy
Statement. The consolidated financial statements of the Company (appearing
under the heading "1999 Financial Statements" in the Annual Report) and the
information regarding lack of changes in or disagreements with accountants of
the Company (appearing in Part II, Item 3 of the Annual Report) which are
contained in the Annual Report are incorporated by reference herein.
By Order of the Board of Directors
William E. Shelby
Chairman
April 13, 2000
8
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NORTHWEST BANCORPORATION, INC.
421 W. Riverside
Spokane, Washington 99201
The undersigned hereby constitutes and appoints F.M. SCHUNTER, WILLIAM. E.
SHELBY or HOLLY A. AUSTIN, and each of them, proxies of the undersigned, with
full power of substitution, to vote all shares of the undersigned which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of NORTHWEST BANCORPORATION, INC. to be held on Monday,
May 15, 2000 at 5:30 p.m. (PDT) or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE BELOW ITEMS. THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH ANY SPECIFICATIONS MADE BELOW. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL OF THE BELOW ITEMS.
(1)Election of four Directors for a three-year term.
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<S> <C> <C> <C>
Nominees: Randall L. Fewel, Bryan S. FOR ALL WITHHOLD ALL FOR ALL EXCEPT
Norby, Richard H. Peterson,
Hubert F. Randall [_] [_] [_]
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name below:
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(2) Ratification of the selection of Moss FOR AGAINST ABSTAIN
Adams, LLP (formerly McFarland &
Alton, P.S.) as independent certified [_] [_] [_]
public accountants for the fiscal
year ending December 31, 2000.
(3) To vote in their discretion upon such FOR AGAINST ABSTAIN
other matters as may properly come
before the Annual Meeting. [_] [_] [_]
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(To be signed on the other side)
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NORTHWEST BANCORPORATION, INC.
PLEASE FILL IN, DATE AND SIGN THIS PROXY AND
THIS PROXY IS SOLICITED BY RETURN IT IN THE ENCLOSED ENVELOPE.
THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF Shareholder's signature must agree with name
SHAREHOLDERS TO BE HELD ON appearing on mailing label. If the shares are
MAY 15, 2000 AT 5:30 P.M. held in joint tenancy, all parties to the joint
(PDT) AT tenancy must sign. When signing the proxy as
attorney-in-fact, personal representative,
trustee, or guardian, please indicate capacity
in which you are signing.
INLAND NORTHWEST BANK
421 WEST RIVERSIDE
SPOKANE, WASHINGTON 99201
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Shareholder's Signature Date
MAILING LABEL
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Shareholder's Signature Date
(OVER)
