UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB405/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999
Commission file number 0-24606
NORTHWEST EQUITY CORP.
(Exact name of small business issuer as specified in its charter)
Wisconsin 39-1772981
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
234 Keller Avenue South
Amery, Wisconsin 54001
(Address of principal executive offices) (Zip code)
(715) 268-7105
(Registrant's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such report(s) and
(2) has been subject to such filing requirements for the past 90 days.
(1) Yes __x__ No_____
(2) Yes __x__ No_____
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB405 or any amendment to this Form 10-KSB405. x
State issuer's revenues for its most recent fiscal year: $8,517,000
(Total interest and dividend income and total non-interest income).
As of May 31, 1999, there were issued and outstanding 825,301 shares of
Common Stock of the Registrant. The aggregate market value of the voting stock
held by non-affiliates of the Registrant, computed by reference to the average
of the bid and asked price of such shares of Common Stock as of May 31, 1999,
was $19 million. Solely for purposes of this calculation, all executive officers
and directors of the Registrant are considered to be affiliates; also included
as "affiliate shares" are certain shares held by various employee benefit plans
in which the trustee are directors of the Registrant or are required to vote a
portion of unallocated shares at the direction of executive officers or
directors of the Registrant. The exclusion from such amount of the market value
of the shares owned by any person shall not be deemed an admission by the
Registrant that such person is an affiliate of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and IV of Form 10-KSB405: Portions of the Annual Report to Shareholders
for the fiscal year ended March 31, 1999 are incorporated by reference into
Parts II and IV hereof.
Part III of Form 10-KSB405: Portions of the Proxy Statement for the 1999 Annual
Meeting of Shareholders are incorporated by reference into Part III hereof.
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PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits Required by Item 601: Page Number
2.1 Plan of Conversion of Northwest Savings Bank (as amended)(1)
3.1 Articles of Incorporation of Registrant (1)
3.2 By-Laws of Registrant (1)
3.3 Stock Articles of Incorporation of Northwest Savings Bank (1)
3.4 By-Laws of Northwest Savings Bank (1)
4.1 Specimen Stock Certificate of Registrant (1)
4.2 Specimen Stock Certificate of Northwest Savings Bank (1)
10.1 Northwest Savings Bank Money Purchase Pension Plan (1)
10.2 Northwest Savings Bank Employee Stock Ownership Plan (1)
10.3 Credit Agreement by and between Northwest Savings Bank
Employee Stock Ownership Trust and Registrant (1)
10.4 Northwest Savings Bank Incentive Plan (as amended)(1)
10.5 1994 Northwest Equity Corp. Stock Option Plan (1)
10.6 Northwest Equity Corp. Incentive Plan (2)
10.7 Northwest Equity Corp. 1995 Stock Option Plan (2)
10.8 Employment Agreement - Mr. Brian L. Beadle (1)
10.9 Employment Agreement - Mr. James L. Moore (1)
11.1 Statement Regarding Computation of Per Share Earnings 42
13.1 1999 Annual Report to Shareholders 43
21.1 Subsidiaries of Registrant 44
23.1 Consent of Wipfli Ullrich Bertelson LLP 45
99.1 Proxy Statement for 1999 Annual Meeting of Shareholders 46
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(1) Incorporated by reference to exhibits filed with Registrant's Form
SB-2 Registrant Statement declared effective on August 5,1994 (Registration
Number 33-73264).
(2) Incoporated by reference to exhibits filed with Registrant's Form
S-8 Registration Statement declared effective on January 23, 1996 (Registration
Number 333-878).
(b) Reports on Form 8-K
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
NORTHWEST EQUITY CORP.
Dated: June 8, 1999 By___/s/Brian L. Beadle___
Brian L. Beadle, President (Principal Executive
Officer and Principal Financial and Accounting
Officer)
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
Signature Title Date
__/s/Brian L. Beadle___ President(Principal Executive Officer June 8, 1999
Brian L. Beadle and Principal Financial Accounting
Officer) and Director
__/s/Gerald J. Ahlin___ Director June 8, 1999
Gerald J. Ahlin
__/s/Vern E. Albrecht__ Director June 8, 1999
Vern E. Albrecht
__/s/Michael D. Jensen__ Director June 8, 1999
Michael D. Jensen
__/s/Donald M. Michels__ Director June 8, 1999
Donald M. Michels
__/s/Norman M. Osero__ Director June 8, 1999
Norman M. Osero
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LETTER TO SHAREHOLDERS
The Board of Directors and employees of Northwest Equity Corp.(the
"Company"), the holding company of Northwest Savings Bank (the "Bank"), are
proud to present the fifth annual report since the Bank's stock conversion
consummated in October 1994. The conversion provided substantially increased
capital to strengthen, expand and diversify the operations of the Bank, provide
future access to capital markets, and attract and retain personnel through the
employee stock ownership plan and other stock benefit programs. It also provided
the ability for the Board, employees, depositors and others the opportunity to
become shareholders of the Company and thereby participate directly in the
future growth and success of the Bank. That participation became a practical
reality when the Board of Directors declared the first dividend of $.07 per
share to shareholders of record on April 28, 1995, and the Company's history of
dividends has continued from that date to the most recent declaration of $0.17
per share to shareholders of record on April 30, 1999.
I am pleased to report that fiscal 1999 was a landmark year for
Northwest Equity Corp. The Company achieved record earnings, the highest in the
63 years since the original association was founded in 1936. Earnings for the
fiscal year ended March 31, 1999, increased to a record $1,133,000, despite an
increase of $276,000 in the provision for loan losses to $376,000 for the fiscal
year ended March 31, 1999, from $100,000 for the for the fiscal year ended March
31, 1998. The increase in the provision for loan losses reflects the settlement
of the case involving a large commercial loan first reported under Part II, Item
1. Legal Proceedings in the Form 10QSB dated September 30, 1996, and in
subsequent 10QSB and 10KSB reports. Return on average assets increased to 1.16 %
for the fiscal year ended March 31, 1999, from 1.15% for the prior year and
return on average equity decreased 9.59 % from 9.85% for the same years.
Earnings per share were $1.45 for the twelve months ended March 31, 1999,
compared to $1.44 for the twelve months ended March 31, 1998. As non-performing
loans to gross loans decreased 1.44% to 0.32% at March 31, 1999, from 1.76% at
March 31, 1998, I fully expect that the loan loss provision will decrease
substantially in the fiscal year ending March 31, 2000, and that, consequently,
the solid performance of the Bank will continue into the coming fiscal year.
On February 17, 1999, the Board announced that it had entered into a
definitive agreement and plan of merger with Bremer Financial Corporation
("Bremer"), for Bremer to acquire Northwest stock in a transaction valued at
$24.00 in cash for each share outstanding.
_/s/Brian L. Beadle______
Brian L. Beadle
President and Chief Executive Officer
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