-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NXq4CCzaAJjo+PpW+qaIu7Q6p2rMamxUbJxdtxA+ZbpowsH5jMN89KEojaRsq6Tu KXaYLdTSrkqo2oepVt0+jQ== 0000916527-99-000011.txt : 19990714 0000916527-99-000011.hdr.sgml : 19990714 ACCESSION NUMBER: 0000916527-99-000011 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST EQUITY CORP CENTRAL INDEX KEY: 0000916527 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 391772981 STATE OF INCORPORATION: WI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: SEC FILE NUMBER: 000-24606 FILM NUMBER: 99663359 BUSINESS ADDRESS: STREET 1: 234 KELLER AVE SOUTH CITY: AMERY STATE: WI ZIP: 54001 BUSINESS PHONE: 7152687105 MAIL ADDRESS: STREET 1: 234 S KELLER AVE STREET 2: PO BOX 46 CITY: AMERY STATE: WI ZIP: 54001 10KSB40/A 1 AMENDMENT TO AR FOR NORTHWEST EQUITY CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- 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. 1 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 ---------------------------- (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 39 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 40 EX-13 2 ANNUAL REPORT FOR NORTHWEST EQUITY CORP. 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 3 -----END PRIVACY-ENHANCED MESSAGE-----