NORTHWEST EQUITY CORP
DEF 14A, 1996-06-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
Previous: PARADIGM MEDICAL INDUSTRIES INC, SB-2/A, 1996-06-13
Next: EQUITY INNS INC, 8-K, 1996-06-13



                             NORTHWEST EQUITY CORP.

                             234 Keller Avenue South
                             Amery, Wisconsin 54001
                                 (715) 268-7105



                                                                   June 26, 1996




Dear Shareholder:

         You are cordially  invited to attend the Annual Meeting of Shareholders
(the "Annual  Meeting") of Northwest Equity Corp. (the  "Company"),  the holding
company for  Northwest  Savings Bank (the  "Bank").  The meeting will be held on
Tuesday,  August 13, 1996, at 2:00 p.m.,  Amery,  Wisconsin  time, at Centennial
Hall, 608 Harriman Avenue South, Amery, Wisconsin 54001.

         The  attached  Notice  of Annual of  Shareholders  and Proxy  Statement
describes the formal business to be conducted at the Annual  Meeting.  A copy of
the Company's  Annual  Report for the fiscal year ended March 31, 1996,  also is
enclosed.  Directors and officers of the Company, as well as a representative of
Keller & Yoder,  the  Company's  independent  auditors,  will be  present at the
Annual Meeting to respond to any questions that shareholders may have.

         The  vote of every  shareholder  is  important  to  ensure a quorum  is
present and that the necessary business can be conducted at the meeting.  Please
sign  and  return  the  enclosed  appointment  form  of  proxy  promptly  in the
postage-paid envelope provided, regardless of whether you are able to attend the
Annual  Meeting in person.  If you  attend the Annual  Meeting,  you may vote in
person even if you have already mailed your Proxy.

         On behalf of the Board of  Directors  and all of the  employees  of the
Company and the Bank,  I thank you for your  investment  and trust in  Northwest
Equity Corp.


                                         Sincerely yours,


                                         Brian L. Beadle

                                         Brian L. Beadle
                                         President, Chief Executive Officer and
                                         Chief Financial Officer


<PAGE>

                             NORTHWEST EQUITY CORP.

                             234 Keller Avenue South
                             Amery, Wisconsin 54001
                                 (715) 268-7105
                                 --------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          To be held on August 13, 1996
                                  -------------

To Holders of Common Stock of Northwest Equity Corp.:

         NOTICE IS HEREBY  GIVEN that the Annual  Meeting of  Shareholders  (the
"Annual  Meeting") of Northwest  Equity Corp.  (the  "Company")  will be held on
Tuesday,  August 13, 1996,  at 2:00 p.m.,  Amery  Wisconsin  time, at Centennial
Hall, 608 Harriman Avenue South,  Amery,  Wisconsin 54001. The Annual Meeting is
for the purpose of  considering  and voting upon the following  matters,  all of
which are set forth more completely in the accompanying Proxy Statement:

     1.   The election of two directors  each for a three year term, and in each
          case until their successors are elected and qualified;

     2.   The  ratification of the appointment of  Keller & Yoder as independent
          auditors of the Company for the fiscal year ending March 31, 1997; and

     3.   Such other  matters as  may properly come before the Annual Meeting or
          any  adjournments or postponements  thereof. The Board of Directors is
          not aware of any other such business.

         The Board of Directors has established June 7, 1996, as the record date
for the  determination of shareholders  entitled to notice of and to vote at the
Annual Meeting and any adjournments  thereof.  Only shareholders of record as of
the  close of  business  on that  date will be  entitled  to vote at the  Annual
Meeting or any adjournments or postponements thereof. In the event there are not
sufficient  votes for a quorum or to  approve  or  ratify  any of the  foregoing
proposals at the time of the Annual Meeting. The Annual Meeting may be adjourned
or postponed in order to permit further solicitation of proxies by the Company.

                                         By Order of the Board of Directors


                                         James L. Moore

Amery, Wisconsin                         James L. Moore
June 26, 1996                            Secretary

================================================================================
TO ATTEND  THE  ANNUAL  MEETING,  PLEASE  COMPLETE,  SIGN,  DATE AND  RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED.
================================================================================


                                       
<PAGE>


                                       




                             NORTHWEST EQUITY CORP.


                             234 Keller Avenue South
                             Amery, Wisconsin 54001
                                 (715) 833-7700


                                 ---------------
                                 PROXY STATEMENT
                                 ---------------


                         ANNUAL MEETING OF SHAREHOLDERS
                          To Be Held On August 13, 1996
                          -----------------------------


         This Proxy  Statement is being  furnished  to holders of common  stock,
$1.00 par value per share (the "Common  Stock"),  of Northwest Equity Corp. (the
"Company")  in  connection  with the  solicitation  on  behalf  of the  Board of
Directors  of the  Company  of  proxies  to be used  at the  Annual  Meeting  of
Shareholders (the "Annual  Meeting") to be held on Tuesday,  August 13, 1996, at
2:00 p.m., Amery, Wisconsin time, at Centennial Hall, 608 Harriman Avenue South,
Amery, Wisconsin 54001 and at any adjournments or postponements thereof.

         The  1996  Annual  Report  to  Shareholders,  including  the  Company's
consolidated  financial  statements  for the fiscal year ended  March 31,  1996,
accompanies  this Proxy Statement and  appointment  form of proxy (the "proxy"),
which are being mailed to shareholders on or about June 26, 1996.

         Only  shareholders  of record at the close of  business on June 7, 1996
(the "Voting Record Date") will be entitled to vote at the Annual Meeting or any
adjournments or  postponements  thereof.  On the Voting Record Date,  there were
945,392 shares of Common Stock outstanding and the Company had no other class of
securities outstanding.

         The  presence,  in  person or by proxy,  of the  holders  of at least a
majority  of the  total  number  of  shares  Common  Stock  entitled  to vote is
necessary to  constitute a quorum at the Annual  Meeting.  As to the election of
directors,  the  proxy  being  provided  by the  Board of  Directors  enables  a
shareholder to vote for the election of the nominees  proposed by the Board,  or
to withhold  authority to vote for one or more of the nominees  being  proposed.
Under the Wisconsin Business Corporation Law (the "WBCL"), directors are elected
by a plurality of the votes cast with a quorum present and  shareholders  do not
have a right to cumulate  their votes for the election of  directors  unless the
articles  of  incorporation   provide  otherwise.   The  Company's  Articles  of
Incorporation  do not  provide  cumulative  voting  rights for the  election  of
directors.  The  affirmative  vote of a majority  of the shares of Common  Stock
represented  in person or by proxy at the Annual  Meeting is necessary to ratify
the appointment of Keller & Yoder as auditors of the Company for the fiscal year
ending March 31, 1997.  Abstentions are included in the  determination of shares
present  and  voting  for  purposes  of whether a quorum  exists,  while  broker
non-votes  are not.  Neither  abstentions  nor broker  non-votes  are counted in
determining  whether a matter  has been  approved.  In the  event  there are not
sufficient  votes for a quorum or to approve or ratify any  proposal at the time
of the Annual Meeting, the Annual Meeting may be adjourned or postponed in order
to permit the further solicitation of proxies.




                                       
<PAGE>




As provided in the Company's Articles of Incorporation, record holders of Common
Stock who beneficially own in excess of 10% of the outstanding  shares of Common
Stock (the "10%  Limit")  are not  entitled to any vote in respect of the shares
held in excess of the 10%  Limit.  A person or entity is deemed to  beneficially
own shares owned by an affiliate  of, as well as such persons  acting in concert
with, such person or entity. The Company's  Articles of Incorporation  authorize
the Board (i) to make all  determinations  necessary to implement  and apply the
10% Limit,  including  determining  whatever  persons or entities  are acting in
concert,  and (ii) to demand  that any  person  who is  reasonably  believed  to
beneficially  own stock in excess of the 10%  Limit  supply  information  to the
Company to enable the Board to implement and apply the 10% Limit.

         Shareholders are requested to vote by completing the enclosed proxy and
returning   it  signed  and  dated  in  the  enclosed   postage-paid   envelope.
Shareholders  are urged to  indicate  their vote in the spaces  provided  on the
proxy.  Proxies solicited by the Board of Directors of the Company will be voted
at the Annual Meeting or any adjournments or postponements thereof in accordance
with the directions given thereon.  Where no instructions are indicated,  signed
proxies  will be voted FOR the  election of each of the  nominees  for  director
named in this Proxy Statement and FOR  ratification of the appointment of Keller
& Yoder as independent  auditors of the Company for the fiscal year ending March
31, 1997.  Returning  your  completed  proxy will not prevent you from voting in
person at the Annual Meeting should you be present and wish to do so.

         Any  shareholder  giving a proxy  has the  power to  revoke it any time
before it is exercised by (i) filing with the  Secretary of the Company  written
notice thereof (James L. Moore,  Secretary,  Northwest  Equity Corp., 234 Keller
Avenue South,  Amery  Wisconsin  54001);  (ii)  submitting a duly executed proxy
bearing a later date;  or (iii)  appearing at the Annual  Meeting and giving the
Secretary  notice  of his or her  intention  to  vote  in  person.  If you are a
shareholder  whose  shares are not  registered  in your own name,  you will need
additional  documentation  from your  record  holder to vote  personally  at the
Annual  Meeting.  Proxies  solicited  hereby may be exercised only at the Annual
Meeting and any adjournments or  postponements  thereof and will not be used for
any other meeting.

         The cost of  solicitation  of proxies by mail on behalf of the Board of
Directors  will be borne by the  Company.  Proxies may be  solicited by personal
interview  or by  telephone,  in addition to the use of the mails by  directors,
officers and regular  employees of the Company and  Northwest  Savings Bank (the
"Bank"),  without additional  compensation  therefor.  The Company also has made
arrangements  with brokerage  firms,  banks,  nominees and other  fiduciaries to
forward proxy  solicitation  materials for shares of Common Stock held of record
by the beneficial owners of such shares. The Company will reimburse such holders
for their reasonable out-of-pocket expenses.

         Proxies  solicited  hereby will be returned to the Board of  Directors,
and will be  tabulated  by  inspectors  of election  designated  by the Board of
Directors,  who will not be employed by, or a director of, the Company or any of
its affiliates.




                                       


                                       2

<PAGE>


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following  table sets forth the  beneficial  ownership of shares of
Common Stock as of May 31, 1996 (except as noted  otherwise  below) by: (i) each
shareholder  known to the Company to beneficially own more than 5% of the shares
of Common Stock  outstanding,  as disclosed in certain  reports  regarding  such
ownership filed with the Company and with the Securities and Exchange Commission
("SEC"),  in accordance with Sections 13(d) or 13(g) of the Securities  Exchange
Act of 1934, as amended (the  "Exchange  Act"),  (ii) each director and director
nominee of the Company,  (iii) the executive officer of the Company appearing in
the Summary  Compensation  Table below,  and (iv) all  directors  and  executive
officers as a group. Members of the Board of Directors of the Company also serve
as directors of the Bank.

                                                 Number of Shares
                                                   Beneficially
       Name                                          Owned(1)  Percent of Class
       ----                                          --------  ----------------
Northwest Savings Bank
Employee Stock Ownership Trust(2). ..................   87,503       9.3%
Heartland Advisors, Inc.(3). ........................  100,000      10.6%
John Hancock Advisers, Inc..(4) .....................   71,000       7.5%
Donald J. Ripp(5). ..................................   52,000       5.5% 
Brian L. Beadle(6)(7)(8)... .........................   36,612       3.7%
Gerald J. Ahlin(7). .................................   10,295       1.1%
Vern E. Albrecht(7)..................................   14,500       1.5%
James A. Counter(7). ................................    1,525        *   
Michael D. Jensen(7). ...............................   34,025       3.6%
Donald M. Michels(7). ...............................    5,120        *  
Norman M. Osero(7). .................................   12,875       1.4%
All directors, director nominees and    
executive officers as a group(8 persons)(6)(7)(8)....  110,475      11.7%
                                                                   
- - ----------------------  
*         Amount  represents less  than 1% of  the total shares of Common Stock 
          outstanding  on the Voting  Record  Date.
(1)       Unless  otherwise  indicated,  includes  shares of Common  Stock  held
          directly by the individuals as well as by members of such individuals'
          immediate  family who share the same  household,  shares held in trust
          and  other   indirect   forms  of  ownership  over  which  shares  the
          individuals   effectively   exercise  sole  or  shared  voting  and/or
          investment power.
(2)       Emjay  Corporation (the "Trustee") is the trustee  for  the  Northwest
          Savings Bank Employee Stock  Ownership  Trust.  The Trustee's  address
          is  4600  North Port  Washington  Road,  Milwaukee, Wisconsin  53217.
(3)       Based upon a Schedule  13G,  dated  February 9, 1996,  filed with  the
          Company under the Exchange Act, by Heartland Advisors, Inc., 790 North
          Milwaukee  Street, Milwaukee,  Wisconsin  53202.
(4)       Based upon a Schedule 13G,  dated January 26, 1996,  filed with  the
          Company  under the Exchange  Act, by John  Hancock  Advisers,  Inc.,
          John Hancock Place,  P.O. Box 111,  Boston,  MA 02199.
(5)       Based  upon a  Schedule 13D, dated  December 14, 1994,  filed with the
          Company  under the  Exchange Act, by Donald J. Ripp,  10575 W. Forest 
          Home Avenue,  P.O.  Box  301,  Hales  Corners,  Wisconsin  53130-0301.
(6)       Includes shares of Common Stock awarded to certain executive  officers
          under the Company's  stock  incentive plan that are subject to vesting
          requirements.  Recipients of restricted stock awards may direct voting
          prior to vesting. 
(7)       Does not  include options for shares of Common Stock which do not vest
          within 60 days of the Voting Record Date which have been awarded to
          certain  executive  officers and directors  under the Company's  stock
          option plan.
(8)       Includes  shares  of Common  Stock  allocated  to  certain  executive
          officers under  the  Northwest  Savings Bank Employee Stock Ownership 
          Plan,  for  which  such  individuals  possess  shared  voting  power. 
          Mr. Beadle  was allocated  2,262 shares and Mr. Moore  was allocated
          1,425 shares.


                                       

                                       3
<PAGE>


                      MATTERS TO BE VOTED ON AT THE ANNUAL
                                MEETING MATTER 1
                              ELECTION OF DIRECTORS

         Pursuant to the Articles of Incorporation of the Company,  at the first
annual meeting of shareholders of the Company held on August 8, 1995,  directors
of the Company were  divided into three  classes as equal in number as possible.
Directors of the first class were elected to hold office for a term  expiring at
the first succeeding annual meeting,  directors of the second class were elected
to hold office for a term expiring at the second  succeeding  annual meeting and
directors of the third class were elected to hold office for a term  expiring at
the third succeeding annual meeting, and in each case until their successors are
elected and qualified.  At each subsequent  annual meeting of shareholders,  one
class of directors, or approximately one-third of the total number of directors,
are to be elected for a term of three years.  There are no family  relationships
among any of the directors and/or executive  officers of the Company.  No person
being  nominated as a director is being  proposed  for election  pursuant to any
agreement or understanding between any person and the Company.

         Unless  otherwise  directed,  each proxy  executed  and  returned  by a
shareholder  will be voted FOR the election of the nominees for director  listed
below. If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual  Meeting,  the proxies will nominate and vote
for any replacement  nominee or nominees  recommended by the Board of Directors.
All of the proposed  nominees  currently serve as directors of the Bank. At this
time, the Board of Directors  knows of no reason why any of the nominees  listed
below may not be able to serve as director if elected.

         The following  table presents  information  concerning the nominees for
director and continuing directors.  All of the following nominees have served as
a director of the Company since the Company's formation in November 1993.

           Nominees for Director for Three-Year Term Expiring in 1999
                                                                      Director 
                                 Position with the Company          of the Bank
Name                   Age       and Principal Occupation              Since
- - ----                   ---       ------------------------              -----

Michael D. Jensen       46       Director  of  the Company and  the     1986
                                 Bank;  President  and  director  of
                                 Amery Telcom, Inc., a communications
                                 company,  since  1983;  Director of 
                                 Apple River Hospital, Amery, Wisconsin
                                 since  1984.

Donald M. Michels       69       Director of the Company  and  the      1987
                                 Bank;  Prior to his  retirement,  he
                                 served from  1977-1991  as President
                                 of   Holy   Family   Hospital,   New
                                 Richmond, Wisconsin.



         The  affirmative  vote of a plurality of the votes cast is required for
the election of  directors.  Unless  otherwise  specified,  the shares of Common
Stock  represented by the proxies solicited hereby will be voted in favor of the
election of the above-described nominees. The Board of Directors recommends that
you vote FOR the election of each of the nominees for director.


                                       4
<PAGE>


                INFORMATION WITH RESPECT TO CONTINUING DIRECTORS

                                                                      Director
                                 Position with the Company          of the Bank
Name                 Age         and  Principal Occupation             Since
- - ----                 ---         -------------------------             -----

                      Directors Whose Terms Expire in 1997

Gerald J. Ahlin            63    Director of the Company and  the       1985
                                 Bank;  Prior to  his  retirement,
                                 from  1959   to  1992, he  was  a
                                 business  and  economics  teacher
                                 for   the  Amery  Public Schools,
                                 Amery, Wisconsin.

Brian L. Beadle            53    President, Chief Executive Officer,    1976
                                 Chief     Financial Officer,  and
                                 Director   of   the   Company  and
                                 the  Bank;  from 1974 to 1984, he
                                 served  as  Vice President of the
                                 Bank;  joined   the  Bank in 1970.

                      Directors Whose Terms Expire in 1998

Vern E. Albrecht           67    Director of  the Company and the       1989
                                 Bank;  Prior  to  his  retirement,
                                 from  1971  to   1989,  he  was a
                                 President, Chief Executive Officer
                                 and principal owner of  Nova Tran
                                 Corporation, an electronics  and
                                 and    medical     manufacturing
                                 company,  Clear Lake, Wisconsin.


James A. Counter           55    Director of  the Company  and  the     1995
                                 Bank;  Owner   of   J.A.  Counter      
                                 &  Associates, Inc., an  insurance,
                                 financial planning  and investment
                                 brokerage located in New Richmond,
                                 Wisconsin.

Norman M. Osero            57    Director of  the  Company and  the     1992
                                 Bank; President of Dynatronix, Inc.,
                                 Amery,  Wisconsin,  an  electronic
                                 manufacturing  company  since 1979:
                                 Vice President of Amery   Technical
                                 Products,  Inc., Amery, Wisconsin, 
                                 a  subcontractor  manufacturing 
                                 company, since 1984.




                                       5
<PAGE>



                                    MATTER 2
                     RATIFICATION OF APPOINTMENT OF AUDITORS

         The Company's  independent auditors for the fiscal year ended March 31,
1996, were Keller & Yoder. The Board of Directors of the Company has reappointed
Keller & Yoder to perform the audit of the Company's  financial  statements  for
the fiscal year ending March 31, 1997. A  representative  of Keller & Yoder will
be present at the Annual  Meeting  and will be given the  opportunity  to make a
statement  if  they  desire  to do so  and  will  be  available  to  respond  to
appropriate question from the Company's shareholders.

         The  affirmative  vote of a  majority  of the  shares of  Common  Stock
represented  in person or by proxy and voted at the Annual  Meeting is  required
for ratification of the selection of auditors. The Board of Directors recommends
a vote FOR  ratification of the appointment of Keller & Yoder as the independent
auditors of the Company.

                    MEETINGS OF THE BOARD AND ITS COMMITTEES

         The Company was  incorporated on November 3, 1993.  Regular meetings of
the Board of Directors are held on a monthly basis. During the fiscal year ended
March 31,  1996,  the Board of  Directors  of the Company  held  twelve  regular
meetings and one special meeting.  No incumbent director attended fewer than 75%
of the aggregate total number of meetings of the Board of Directors held and the
total  number of committee  meetings on which such  director  served  during the
fiscal year ended March 31, 1996.

         The Board of  Directors  of the  Company  has a  standing  joint  Audit
Committee  with the Bank.  For the fiscal year ended March 31,  1996,  the Audit
Committee of the Company and the Bank  consisted of Directors  Vern E. Albrecht,
Donald M. Michels and James A. Counter,  who were neither officers nor employees
of the Company nor the Bank ("Outside  Directors").  The Audit Committee reviews
the scope and timing of the audit of the Company's  financial  statements by the
Company's  independent  auditors and reviews with the  independent  auditors the
Company's  management  policies  and  procedures  with  respect to auditing  and
accounting  controls.  The  Audit  Committee  also  reviews  and  evaluates  the
independence  of the  Company's  auditors,  approves  services  rendered by such
auditors and recommends to the Board the  engagement,  continuation or discharge
of the Company  auditors.  The  Company's  Audit  Committee  met once during the
fiscal year ended March 31, 1996.

         For the fiscal year ended March 31, 1996, the Compensation Committee of
the Board of Directors of the Company  consisted of Directors Michael D. Jensen,
Norman  M.  Osero  and  Gerald  J.  Ahlin.  The  Company  did not  pay  separate
compensation  to its officers  during the fiscal year ended March 31, 1996.  All
compensation was paid by the Bank and the compensation  policies were determined
by the  Compensation  Committee of the Bank. The  Compensation  Committee of the
Company met twice during the fiscal year ended March 31, 1996. In June 1996, the
Compensation  Committee of the Company met to ratify compensation decisions made
by the Bank during the fiscal year ended March 31,  1996.  In August  1996,  the
Compensation  Committee of the Company met to grant stock  options and shares of
common stock under the Company's stock related benefit plans.

         For the fiscal year ended March 31, 1996, the  Nominating  Committee of
the Board of  Directors of the Company  consisted of Directors  Brian L. Beadle,
James A. Counter and Vern E. Albrecht.  In May 1996,  the  Nominating  Committee
recommended  nominees for directors to stand for election at the Annual  Meeting
to the Board of Directors. In April 1995, the entire Board of Directors acted as
a Nominating  Committee  for the  selection of nominees  for  directors  for the
Annual Meeting held in 1995, so the Nominating Committee did not meet during the
fiscal year ended March 31, 1996.  The Company's  By-Laws allow for  shareholder
nominations of directors and require such nominations be made pursuant to timely
notice in writing to the Secretary of the Company.  See  "Shareholder  Proposals
for the 1997 Annual Meeting."



                                       6
<PAGE>



                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

         During the fiscal  year ended March 31,  1996,  the Company did not pay
separate compensation to its executive officers.  Separate compensation will not
be paid to  officers  of the  Company  until  such time as the  officers  of the
Company devote significant time to separate management of Company affairs.  This
is not  expected  to occur  until  the  Company  becomes  actively  involved  in
additional  significant  business  beyond that of the Bank. The following  table
summarizes the total compensation  earned by the Bank's Chief Executive Officer.
The Bank's next highest paid executive officer's compensation (salary and bonus)
did not exceed  $100,000 for the Bank's fiscal years ended March 31, 1996,  1995
or 1994.

<TABLE>
                           SUMMARY COMPENSATION TABLE
          
<CAPTION>

                                                              Long-Term Compensation
                                                              ----------------------
                                                                     Awards
                                                                     ------
                                                            
                                   Annual Compensation(1)     Value of     Number         All
                                                              Restricted   of Shares      Other
                                   -----------------------    Stock        Subject to     Compen-  
Name and Principal Position        Year   Salary    Bonus(2)  Awards(3)    Options(4)     sation(5)
- - ---------------------------        ----   ------    --------  ---------    ------------   ---------
<S>                                <C>    <C>       <C>       <C>          <C>            <C>

Brian L. Beadle................    1996   $77,684   $3,750    $215,586     41,300         $23,059
    President,  Chief Executive    1995    74,058     --                                    7,406              
    Officer and Chief Financial    1994    71,265    3,500                                  7,476              
    Officer   of  the  Company
    and the Bank
- - -------------------------------
<FN>

(1)  Perquisites  and  other personal  benefits provided to the named executive officer by the Bank
     did not exceed the lesser of $50,000 or 10% of named executive officer's  total  annual salary 
     and bonus during the  fiscal  years indicated, and accordingly, are not included.
(2)  Bonuses  paid  during  the  fiscal years  ended  March 31, 1994  and 1996  were discretionary.
(3)  The amount shown in this column  represents the value of shares of Common Stock awarded  under
     the  Northwest  Equity  Corp. Incentive  Plan  (the "Incentive  Plan") during the fiscal  year
     ended  March 31, 1996, calculated  by  multiplying  the value of the Common Stock on  the date 
     of grant by the number of  shares awarded.  The number  and  vesting  schedule for  the shares
     awarded to Mr. Beadle are as  follows:  (i)6,883 - (10-10-96);  (ii) 6,883 - (10-10-97);   and 
     (iii)6,884-(10-10-98).  At March 31, 1996, the aggregate value of restricted(unvested)  shares
     awarded to Mr. Beadle under the Incentive Plan was $215,586 based on  20,650 restricted shares
     and the value  of the  shares of  Common  Stock on that  date ($10.44).  Mr. Beadle   received
     cash dividends in the amount of  $3,717 on the  restricted shares during the fiscal year ended
     March 31, 1996. Recipients of awards under the Incentive Plan are  entitled to  payment of any 
     dividends on unvested shares of Common Stock.
(4)  The amount shown in this column  represents the total number of shares of Common Stock subject
     to options  granted (both vested and unvested)  under the Northwest Equity Corp.  Stock Option
     Plan (the "Stock  Option   Plan") during the year ended March 31, 1996.  
(5)  The amounts shown in this column for the fiscal years ended March 31,  1994 and 1995 represent
     the Bank's contribution on behalf of the named  executive officer under the Northwest  Savings 
     Bank Money  Purchase  Pension Plan (the "Pension Plan").  The amount shown for the fiscal year
     ended  March  31, 1996,  is  derived  from  the  following  figures:  (i) $18,987 - ESOP
     contribution  (based  upon  the  value  of  the  shares of  Common  Stock at  March 31, 1996); 
     (ii)$4,072-Pension Plan contribution.
</FN>
</TABLE>
                                       7
<PAGE>


Employment Agreements

         In connection  with the Bank's  conversion from mutual to stock form in
October 1994 (the "Conversion"),  the Bank entered into a three-year  employment
agreement with Mr. Brian L. Beadle and a one-year employment  agreement with Mr.
James L. Moore.  The term of these  agreements may be restored to the full three
and one year  terms,  as  applicable,  by action of the  Board of  Directors  in
connection  with the Board's annual  performance  evaluation.  These  employment
agreements  were  restored  on  February  13,  1996 by  action  of the  Board of
Directors to full terms and the base  salaries  were changed to reflect  current
salaries.  These  employment  agreements  are  intended  to ensure that the Bank
maintains  stable and competent  management.  Under these  agreements,  the base
salary for Brian L.  Beadle is $78,500  and  $51,860  for James L.  Moore.  Base
salaries may be increased by the Board of Directors of the Bank,  but may not be
reduced except as part of a general pro rata reduction in  compensation  for all
executive  officers.  In addition to base  salary,  the  agreements  provide for
payments from other Bank  incentive  compensation  plans,  and provide for other
benefits,  including  participation  in any group  health,  life,  disability or
similar  insurance  program and in any pension,  profit-sharing,  employee stock
ownership  plan,  deferred  compensation,   401(k)  or  other  retirement  plans
maintained by the Bank. The  agreements  also provide for  participation  in any
stock-based incentive programs made available to executive officers of the Bank.
The  agreements  may be  terminated  by ;the Bank  upon  death,  disability,  or
retirement; for cause at any time; or in certain events specified by regulations
issued by the Office of the  Wisconsin  Commissioner  of  Savings  and Loan (the
"Commissioner").  If the Bank  terminates the  agreements  other than for death,
disability,  retirement or cause (or a change of control as defined below),  the
executive is entitled to continuation of his compensation and benefits (based on
the highest  compensation  within  three years  preceding  termination)  for the
remainder of the employment term together with other  compensation  and benefits
in which he was vested at the termination date.

         The  agreements  provide  for  severance  payments  if the  executive's
employment  terminates  following a change in control.  Under the agreements,  a
"Change of  Control"  is  generally  defined  to  include  any change in control
required to be reported  under the  federal  securities  laws as well as (i) the
acquisition  by any person of 25% or more of the  Company's  outstanding  voting
securities,  or (ii) a change in a  majority  of the  directors  of the  Company
during any two-year  period  without the approval of at least  two-thirds of the
persons who were  directors at the  beginning of such period.  In the event of a
Change of Control,  the executive shall receive severance pay in the form of one
year's base salary (based upon the executive's  highest base salary within three
years preceding termination). In the event of a Change in Control, the executive
shall  receive  severance  pay in the form of one year's base salary (based upon
the  executive's  highest base salary  within three years  preceding the date of
termination).  Assuming  a Change in  Control  occurred  as of March  31,  1996,
Messrs.  Beadle and Moore would be entitled to  severance  pay in the amounts of
$78,500 and $51,860,  respectively,  or $130,360 in the aggregate.  In addition,
the  executive is entitled to all  qualified  retirement  and other  benefits in
which the  executive was vested and  additional  retirement  benefits  under all
qualified  plans that the executive  would have been entitled had such executive
continued  employment  through  the  then-remaining   employment  term.  If  the
severance  payments  following a Change in Control would  constitute  "parachute
payments" within the meaning of Section  280G(b)(2) of the Internal Revenue Code
of 1986, as amended (the "Internal Revenue Code"), and the present value of such
"parachute  payments"  equals or exceeds  three  times the  executive's  average
annualized  includable  income for the five calendar years preceding the year in
which a Change in Control occurred,  the severance  payments shall be reduced to
an  amount  equal  to the  present  value  of  2.99  times  the  average  annual
compensation  paid to the executive  during the five calendar years  immediately
preceding  such  Change in  Control.  If total  payments  following  a Change in
Control  constitute excess parachute payments under Section 280G of the Internal
Revenue  Code,  it  could  result  in the  imposition  of an  excise  tax on the
recipient and denial of an income tax  deduction for such excess  amounts to the
Bank and the Company. The employment agreements provide that benefits payable to
the executive  under a Change in Control may, at the election of the  executive,
be reduced to an amount necessary to prevent imposition of an excise tax.


                                       8
<PAGE>

Benefits

         Insurance Plans

         All  full-time  employees of the Bank are  eligible  for  comprehensive
health  insurance  commencing  upon the  completion  of  three  full  months  of
employment  with the Bank.  After  three full  months of  employment,  full-time
employees are covered as a group for life  insurance  and  long-term  disability
insurance. The Bank pays 85% of the cost of health insurance for single coverage
and 70% of the cost of health insurance for family  coverage.  The Bank pays the
entire  cost  of  life  insurance  and  long-term  disability  coverage  for all
employees.

         Money Purchase Pension Plan

         The Bank maintains the Northwest  Savings Bank Money  Purchase  Pension
Plan (the "Pension Plan"), a tax qualified  defined  contribution  plan covering
all eligible employees. Employees are eligible to participate after completing a
twelve-month  period of 1,000 or more hours of employment  and attaining age 21.
Each plan year,  the Bank  contributes  5% of each  participant's  salary to the
Pension Plan on behalf of those  participants  who have completed 1,000 hours of
service  during  the plan  year and are  employed  at the end of the plan  year.
Benefits generally become 5% vested after one year of service,  10% vested after
two years of service,  15% vested after three years of service, 20% vested after
four years of service and 100% vested after five years of service. Distributions
from the Pension Plan are made upon termination of service in an annuity, a lump
sum or in  installments  over a  period  not  exceed  the  greater  of the  life
expectancy of the  participant  or the life  expectancy of the joint survivor of
the  participant  and his  designated  beneficiary.  Under the Pension  Plan,  a
separate  account is established for each  participating  employee.  The Pension
Plan's trustee is the Emjay Corporation.

          Employee Stock Ownership Plan and Trust

         The Bank has  established  for eligible  employees the ESOP. As part of
the Conversion,  the ESOP borrowed funds from the Company to purchase 10% of the
Common  Stock  issued in the  Conversion,  or  103,250  shares of Common  Stock.
Collateral  for the loan is the Common Stock  purchased  by ;the ESOP.  The Bank
will make scheduled  discretionary  cash contributions to the ESOP sufficient to
amortize the principal and pay the interest on the loan. The loan will be repaid
principally  from the  Bank's  contributions  to the ESOP over a period of seven
years.  The  interest  rate  payable  on the  ESOP  loan is 8%  simple  interest
compounded annually. Shares purchased by the ESOP are held in a suspense account
for allocation among participants as the loan is repaid.

         Contributions to the ESOP and shares released from the suspense account
in an amount  proportional  to the  repayment of the ESOP loan will be allocated
among  participants on the basis of compensation.  Benefits  generally become 5%
vested  after one year of service,  10% vested  after two years of service,  15%
vested after three years of service,  20% vested after four years of service and
100% vested  after five years of service.  Participants  also become 100% vested
upon death, retirement, early retirement, disability or separation from service.
Benefits may be paid either in shares of Common Stock or in cash.  As the Bank's
contributions to the ESOP are not fixed,  benefits payable under the ESOP cannot
be estimated.

         In  November   1993,  the  American   Institute  of  Certified   Public
Accountants  issued  Statement of Position  93-6 -  "Employers'  Accounting  for
Employee Stock Ownership Plans" ("SOP").  The SOP is effective for the Company's
fiscal year that began April 1995. The SOP requires that shares  committed to be
released  in an  accounting  period  should  be  reflected  in the  consolidated
financial  statements  as  compensation  expense  equal to the fair value of the
shares  committed  to be  released.  The shares  generally  will be deemed to be
committed to be released  ratably  during an  accounting  period as the employee
performs service. Accordingly, average fair values will be used to determine the
amount of compensation  expense to be recognized in that period. Thus, as shares
increase or decrease in value,  earnings will be affected relative to the shares
committed to be released in that  period.  Additionally,  the SOP requires  that
outstanding  shares for  purposes of computing  both  primary and fully  diluted
earnings per share include only those shares scheduled to be released in that or
prior  periods.  Thus, as  additional  shares are released by the ESOP in future
periods,  earnings per share may be diluted.  Shares of the Company  acquired by
the ESOP are  scheduled to be released  over a seven year period  commencing  in
1996.  15,747 shares of Common Stock held by the ESOP were released on March 31,
1996.

                                       9
<PAGE>


         Emjay Corporation (the "Trustee") is the ESOP trustee. The Compensation
Committee may instruct the Trustee regarding  investment of funds contributed to
the  ESOP.  The  Trustee  will  vote all  allocated  shares  held in the ESOP in
accordance with instructions from participating employees. The Trustee will vote
unallocated shares held in the suspense account.

          Northwest Equity Corp. Incentive Plan

         In October  1995,  the  Company's  shareholders  approved the Northwest
Equity Corp.  Incentive Plan (the "Incentive Plan"). The Incentive Plan provides
officers and employees of the Company and the Bank with a  proprietary  interest
in the Company and is intended to encourage  them to remain with the Company and
the  Bank.  As of  March  31,  1996,  the  Bank had 15  officers  and  employees
participating  in the Plan. The Plan acquired  41,300 shares of Common Stock, or
4.0% of the number of shares of Common Stock issued by the Company in connection
with the Bank's Conversion.

         The Incentive Plan is administered by the Compensation Committee of the
Company,  consisting of Directors Gerald J. Ahlin,  Michael D. Jensen and Norman
M. Osero.  In October  1995,  officers and employees of the Bank were granted in
the aggregate 41,300  nontransferable and nonassignable  shares of Common Stock.
The Incentive Plan may be amended to increase the number of shares available for
grant;  however,  if the  increase in the number of shares would be deemed to be
material  under  regulations  issued by the SEC,  such  amendment  would require
shareholder  approval.  Officers and employees become vested in shares of Common
Stock awarded under the Incentive Plan at the rate of  approximately 33 1/3% per
year on the first,  second and third anniversaries of the date of the grant. The
vesting  schedule  for any  future  awards  under  the  Incentive  Plan  will be
determined  by the  Compensation  Committee  of the  Company  at the time of the
award.  Awards will be 100% vested upon  termination of employment due to death,
disability  or following a change in control of the Bank or the  Company.  If an
employee  terminates  employment with the Bank or Company for reasons other than
due to death,  disability  or a change in  control  of the Bank or the  Company,
unvested Plan awards will be forfeited.

         In the event of a stock split,  reverse stock split or stock  dividend,
the number of shares of Common Stock  awarded (and not sold by the  recipient of
the  award as of the  date of the  stock  split,  reverse  stock  split or stock
dividend)  and the number of shares of Common Stock  available for future awards
under the  Incentive  Plan will be adjusted to reflect such increase or decrease
in the total number of shares of Common Stock outstanding.

          Northwest Equity Corp. 1995 Stock Option Plan

         In October  1995,  the  Company's  shareholders  approved the Northwest
Equity Corp.  1995 Stock Option Plan (the "Stock Option  Plan").  The purpose of
the Stock Option Plan is to provide  officers,  employees  and  directors of the
Company and the Bank with a  proprietary  interest in the Company;  to recognize
management,  employees and the Board of Directors for their contributions to the
success of the Bank; and to incite their future  performance  and encourage them
to remain  with the  Company  and the Bank.  Under the Stock  Option  Plan,  all
directors,  officers  and  employees  of the  Company and its  subsidiaries  are
eligible to  participate.  As of March 31, 1996,  the Company had 16  directors,
officers and employees  participating in the Stock Option Plan. The Stock Option
Plan  authorizes  the grant of (i)  options to purchase  shares of Common  Stock
intended to qualify as incentive stock options under Section 422 of the Internal
Revenue Code ("Incentive  Stock  Options");  (ii) options that do not so qualify
("Non-Statutory  Options");  and (iii) options that are exercisable  only upon a
change in control of the Bank or the Company ("Limited Rights"). Under the Stock
Option Plan,  options for a total of 103,251 shares of Common Stock, or 10.0% of
the number of shares of Common Stock issued in connection  with the  Conversion,
were made available for granting to eligible participants. As of March 31, 1996,
options to purchase  103,251 shares had been granted under the Stock Option Plan
and no options to purchase  Common Stock were available for future  grants.  The
Stock Option Plan may be amended to increase the number of options available for
granting  in the  future;  however,  if the  increase  in the  number  of shares
available for grant is deemed material under regulations issued by the SEC, such
amendment would require shareholder approval.

                                       10
<PAGE>


         The following table sets forth certain information concerning the grant
of stock  options to Mr.  Beadle  under the Stock  Option Plan during the fiscal
year ended March 31, 1996.

                        OPTION GRANTS IN LAST FISCAL YEAR

                                Individual Grants
                                -----------------  
                                      % of Total
                                      Options
                                      Granted to
                      Options         Employees in     Exercise       Expiration
Name                  Granted(1)      Fiscal Year(2)   Price/share    Date
- - ----                  -----------     --------------   -----------    -----

Brian L. Beadle.......41,300          80.0%            $10.44         10-10-05

- - ------------------

(1)   The  options  granted  are subject to  a vesting schedule under  the Stock
      Option  Plan  and  are  exercisable  as  follows:  (i)9,578 - (10-10-96);
      (ii)9,578 - (10-10-97);  (iii)9,578 - (10-10-98);  (iv)9,578 - (10-10-99),
      (v)2,988 - (10-10-00).  
(2)   Options  to  purchase 103,251 shares  of  Common Stock  were  granted  to 
      eligible participants  under the  Stock Option Plan during the year ended 
      March 31, 1996,  of which  options to purchase  51,627 shares were granted
      to officers and employees.

         The  following  table sets forth  certain  information  concerning  the
exercise of stock  options  granted  under the Stock  Option Plan by Mr.  Beadle
during  the  year  ended  March  31,  1996,  and the  number  and  value  of his
unexercised stock options at March 31, 1996.

<TABLE>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<CAPTION>
                                                                                      Value of       
                                                        Number of                   Unexercised
                  Number of                            Unexercised                  In-the-Money
                  Shares                                 Options                      Options
                  Acquired on   Value               At Fiscal Year-End           At Fiscal Year-End(1)                       
Name              Exercise      Realized(1)     Exercisable  Unexercisable   Exercisable   Unexercisable
- - ----              --------      -----------     -----------  --------------  -----------   -------------
<S>               <C>           <C>                  <C>        <C>              <C>            <C>           
Brian L. Beadle   0             0                    0          41,300           0              n/a
- - --------------- ------------------ 
<FN>
(1)   None of  the  unexercised  options  granted to Mr.Beadle were "in-the-money" at March 31, 1996, as the 
      exercise price  of  the options ($10.44)  exceeded the  fair  market value of the options  ($10.38) at 
      March 31, 1996.

</FN>
</TABLE>


                                       11
<PAGE>




         Of the options to purchase 51,624 shares of Common Stock granted to the
directors of the Company, options grants to individual directors were determined
based upon years of service with the Bank. Each  non-executive  director who had
served  as a  director  for a  period  of one or more  years  as of the  date of
shareholder  approval in October  1995 were granted  options to purchase  10,000
shares of Common Stock. Each non-executive director who served as a director for
a  period  of less  than one year as of the  date of  shareholder  approval  was
granted options to purchase 1,624 shares of Common Stock.

         Under the Stock Option Plan, the Compensation  Committee will determine
the  expiration  date (but not later  than ten years from the date the option is
granted) and the exercise  price of the options with respect to employees.  With
respect to all options  granted to directors and the initial grant of options to
officers and employees,  the expiration date is ten years from the date of grant
(October  10,  1995) and the  exercise  price of the  options is the fair market
value of the Common Stock on the date of the grant ($10.44). All options granted
to employees are intended to be Incentive Stock Options to the extent  permitted
under Section 422 of the Internal  Revenue Code.  The exercise price may be paid
in cash or shares of Common  Stock.  No options will be awarded  under the Stock
Option Plan following the tenth anniversary of approval of the Stock Option Plan
by shareholders of the Company. Options will be transferable only by will or the
laws of descent  and  distribution,  except  that  Non-Statutory  Options may be
transferred to the spouse, children or grandchildren of a participating employee
(or a trust for the benefit of such family members).

         Options  granted  under  the  Stock  Option  Plan  in  October  1995 to
employees are intended to vest at the rate  necessary to qualify such options as
Incentive  Stock Options under the Internal  Revenue  Code.  Options  granted to
non-executive  directors vest at the rate of 33 1/3% per year  commencing on the
first,  second and third  anniversaries  of the date the Stock  Option  Plan was
approved  by  shareholders.  The  vesting  schedule  of options to be granted to
non-executive  employees  in the  future,  if  any,  will be  determined  by the
Compensation Committee of the Company.

         In the event of a stock split,  reverse stock split or stock  dividend,
the number of shares of Common Stock subject to options  awarded under the Stock
Option Plan and the  exercise  price per share under the option will be adjusted
to reflect  such  increase or  decrease in the total  number of shares of Common
Stock outstanding.

         No  option  granted  in  connection  the  Stock  Option  Plan  will  be
exercisable  after three months  after the date on which the optionee  ceases to
perform services for the Bank or the Company,  except that in the event of death
or disability,  options may be exercisable for up to one year thereafter or such
longer  period as  determined  by the  Compensation  Committee  of the  Company.
Options held by  employees  terminated  for cause will  terminate on the date of
termination.  Termination  "for  cause"  includes  termination  due to  personal
dishonesty, incompetence, willful misconduct, the intentional failure to perform
stated duties,  breach of fiduciary duty involving personal dishonesty,  willful
violations  of law,  the entry of a final cease and desist order or the material
breach of any provisions of an employee's  employment contract.  Options will be
immediately exercisable in the event of a change of control. "Change of control"
is defined to include the acquisition of beneficial  ownership of 25% or more of
any class of equity  security by a person or group of persons acting in concert,
an  exchange  offer,  merger or other form of  business  combination,  a sale of
assets or a contested  election of directors that results in a change in control
of a majority of the Board of Directors of the Company.

         In the  event of death,  disability  or  retirement,  the  Company,  if
requested  by the  employee,  may  elect to pay the  employee  in  exchange  for
cancellation of the option,  or beneficiary in the event of death, the amount by
which the fair market  value of the Common Stock  exceeds the exercise  price of
the option on the date of the employee's termination of employment.



                                       12
<PAGE>





Directors' Compensation

         For the fiscal year ended March 31, 1996, each  non-employee  member of
the Board of Directors of the Bank received a $400 monthly  directors'  fee. The
directors of the Company,  including  Mr.  Beadle,  also received a $200 monthly
directors' fee for Company board meetings  attended during the fiscal year ended
March 31, 1996.

         In October 1995, Outside Directors Ahlin, Albrecht, Jensen, Michels and
Osero each were granted  options to purchase 10,000 shares of Common Stock under
the Stock Option Plan which are subject to the following vesting  schedule:  (i)
3,333 --  10/10/96;  (ii) 3,333 --  10/10/97;  and (iii) 3,334 --  10/10/98.  In
addition,  Outside Director Counter was granted options to purchase 1,624 shares
of Common Stock that are subject to the following vesting  schedule:  (i) 541 --
10/10/96; (ii) 541 -- 10/10/97; and (iii) 542 -- 10/10/98.

               INDEBTEDNESS OF MANAGEMENT AND CERTAIN TRANSACTIONS

         Current  federal law requires that all loans or extensions of credit to
officers and directors must be made on substantially  the same terms,  including
interest rates and  collateral,  as those  prevailing at the time for comparable
transactions  with the general  public and must not involve more than the normal
risk of repayment or present other unfavorable features. In addition, loans made
to a director or executive  officer in excess of the greater of $25,000 or 5% of
the Bank's capital and surplus (up to a maximum of $500,000) must be approved in
advance by a majority of the disinterested  members of the Board of Directors of
the Bank.

         The Bank's  policy  provides  that all loans or extensions of credit to
executive  officers  and  directors  are to be made in the  ordinary  course  of
business,  on  substantially  the  same  terms,  including  interest  rates  and
collateral,  as those  prevailing at the time for comparable  transactions  with
other persons,  and may not involve more than the normal risk of  collectibility
or present other unfavorable features.  All loans since the enactment of current
laws were made by the Bank in the ordinary  course of business and were not made
with favorable terms nor involved more than the normal risk of collectibility or
presented unfavorable features.

         The Company and the Bank  intend  that all  transactions  in the future
between the Company and the Bank and executive officers,  directors,  holders of
10% or more of the  shares  of any  class of  common  stock of the  Company  and
affiliates  thereof,  will contain  terms no less  favorable to the Company than
would have been obtained by them in arms' length  negotiations with unaffiliated
persons and will be approved by a majority of outside  directors  of the Company
or the Bank, as applicable, not having any interest in the transaction.


                              SECTION 16 COMPLIANCE

         Section  16(a) of the Exchange Act  requires  the  Company's  executive
officers and directors,  and persons who own more than ten percent of the shares
of Common  Stock  outstanding,  to file  reports  of  ownership  and  changes in
ownership with the SEC and the National Association of Securities Dealers,  Inc.
Executive  officers,  directors  and greater than ten percent  shareholders  are
required by  regulation  to furnish the Company with copies of all Section 16(a)
forms  they  file.  Based upon the  review of the  information  provided  to the
Company,  the Company believes that during the fiscal year ended March 31, 1996,
executive officers, directors and greater than ten percent shareholders complied
with all Section 16(a) filing requirements.



                                       13
<PAGE>



                SHAREHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING

         To be considered for inclusion in the proxy  statement  relating to the
Annual Meeting to be held in August 1997, shareholder proposals must be received
at the  principal  executive  offices of the Company at 234 Keller Avenue South,
Amery,  Wisconsin  54001 no later  than March 2, 1997.  If such  proposal  is in
compliance with all of the requirements of 17 C.F.R.  paragraph 240.14a-8 ("Rule
14a-8) of the Rules and Regulations  under the Exchange Act, it will be included
in the proxy statement and set forth on the appointment form of proxy issued for
such annual meeting of shareholders. It is urged that any such proposals be sent
certified mail, return receipt requested.

         Shareholder  proposals  that are not  submitted  for  inclusion  in the
Company's proxy  materials  pursuant to Rule 14a-8 under the Exchange Act may be
brought  before an annual  meeting  pursuant  to  Article  VII of the  Company's
Articles of Incorporation.  For business to be properly brought before an annual
meeting,  a shareholder  must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a shareholder's notice must be delivered
to or  mailed  by first  class  United  States  mail,  postage  prepaid,  to the
principal  executive offices of the Company not later than the close of business
on the tenth day  following  the day on which  notice of the annual  meeting was
mailed to the  shareholders.  A  shareholder's  notice  must set  forth  certain
information  in  accordance  with  Article  VII of  the  Company's  Articles  of
Incorporation.  The notice must include the shareholder's  name and address,  as
they appear on the  Company's  record of  shareholders,  the class and number of
shares of the Company's Common Stock beneficially  owned by such shareholder,  a
brief  description of the proposed  business,  the reason for  considering  such
business at the annual meeting and any material  interest of the  shareholder in
the proposed business.

            OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING

         The Board of Directors  knows of no business that will be presented for
consideration  at the Annual  Meeting  other than as stated in the Notice Annual
Meeting of Shareholders.  If, however, other matters are properly brought before
the Annual  Meeting or any  adjournments  or  postponements  thereof,  it is the
intention  of the  persons  named in the  accompanying  proxy to vote the shares
represented thereby on such matters in accordance with their best judgment.

         A copy of the Company's Annual Report or Form 10-KSB (without exhibits)
for the  fiscal  year  ended  March  31,  1996,  as  filed  with the SEC will be
furnished  without  charge to  shareholders  of record upon  written  request to
Northwest  Equity  Corp.,  Brian L.  Beadle,  234 Keller  Avenue  South,  Amery,
Wisconsin 54001.

                                         By Order of the Board of Directors

                                         James L. Moore

                                         James L. Moore
                                         Secretary

Amery, Wisconsin
June 26, 1996

================================================================================
WHETHER OR NOT YOU PLAN TO ATTEND THE  MEETING,  YOU ARE  REQUESTED  TO SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
================================================================================
                                       14


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission