-----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, MiFRH4hTTLyBH3fIRDrSt4WWE6S8NJ34OVeesoo95GRgfa0VV+76gbLvEYMHU1vD eo6xWRha7sbUUhY2hhZ7ZA== 0001032210-00-000077.txt : 20000203 0001032210-00-000077.hdr.sgml : 20000203 ACCESSION NUMBER: 0001032210-00-000077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000128 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST BANCORPORATION INC CENTRAL INDEX KEY: 0000893467 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 911574174 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56679 FILM NUMBER: 516089 BUSINESS ADDRESS: STREET 1: PAULSEN CENTER 421 WEST RIVERSIDE STREET 2: SUITE 113 CITY: SPOKANE STATE: WA ZIP: 99201-0403 BUSINESS PHONE: 5094568888 MAIL ADDRESS: STREET 1: 421 WEST RIVERSIDE STREET 2: SUITE 113 CITY: SPOKANE STATE: WA ZIP: 99201-0403 FORMER COMPANY: FORMER CONFORMED NAME: INLAND NORTHWEST BANCORPORATION INC DATE OF NAME CHANGE: 19980428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHUNTER FREDERICK M CENTRAL INDEX KEY: 0001094362 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PAULSEN CENTER 421 WEST RIVERSIDE STREET 2: SUITE 113 CITY: SPOKANE STATE: WA ZIP: 99201-0403 BUSINESS PHONE: 5094568888 MAIL ADDRESS: STREET 1: 421 WEST RIVERSIDE STREET 2: SUITE 113 CITY: SPOKANE STATE: WA ZIP: 99201-0403 SC 13D/A 1 SCHEDULE 13D AMENDMENT FOR FREDERICK M. SCHUNTER -------------------------------- / OMB APPROVAL / -------------------------------- / OMB Number: 3235-0145 / / Expires: November 31, 1999 / / Estimated average burden / / hours per response ... 14.90 / ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) NORTHWEST BANCORPORATION ________________________________________________________________________________ (Name of Issuer) Common Stock ________________________________________________________________________________ (Title of Class of Securities) 667337109 _______________________________________________________________ (CUSIP Number) FREDERICK M. SCHUNTER, PRESIDENT, 421 W. RIVERSIDE, SPOKANE, WA 99201 (509) 456-8888 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 2000 _______________________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are nor required to respond unless the form displays a currently valid OMB control number. SCHEDULE 13D - ----------------------- CUSIP NO. 667337109 - ----------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FREDERICK M. SCHUNTER - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) 2 (a) N/A (b) N/A - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 PF; BK - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 5 N/A - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S.A. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 82,113/1/ SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 82,113/1/ PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 82,113/1/ - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE 12 INSTRUCTIONS) N/A - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.2%/2/ - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 IN - ------------------------------------------------------------------------------ /1/ Represents (i) 66,411 shares of common stock beneficially owned by Mr. Schunter together with (ii) in accordance with Rule 13.d-3(d), 15,702 shares of common stock which Mr. Schunter has the right to acquire pursuant to vested increments of employee stock options. /2/ This percentage is based upon a number of outstanding shares set forth in the most recent financial statement (i) prepared by the Issuer for presentation to its Board of Directors at its next meeting on February 15, 2000 (1,5275,127 as of January 18, 2000) which Mr. Schunter has no reason to believe is not current and (ii) the 15,702 shares which Mr. Schunter has the right to acquire pursuant to the employee stock options, which shares therefore are deemed to be outstanding in accordance with Rule 13.d-3(d). 2 Item 1. Security and Issuer The class of equity securities to which this statement relates is common stock, without par value, of the Issuer, Northwest Bancorporation, Inc. The address of the Issuer is 421 West Riverside Avenue, Spokane, Washington 99201. Item 2. Identity and Background a. Frederick M. Schunter. b. 421 West Riverside Avenue, Spokane, Washington 99201. c. President and Chief Executive Officer of Northwest Bancorporation, Inc., 421 West Riverside Avenue, Spokane, Washington 99201 and President and Chief Executive Officer of Inland Northwest Bank, a wholly-owned banking subsidiary of the Issuer. d. No criminal convictions. e. Not a party to any civil proceedings pertaining to federal or state securities laws within the last five years. f. U.S.A. citizen. Item 3. Source and Amount of Funds or Other Consideration The 66,411 shares of common stock owned beneficially and of record by Mr. Schunter were acquired with personal funds and with funds borrowed from Key Bank of Washington in the ordinary course of business for that bank on April 24, 1989, June 10, 1997, and January 14, 2000, respectively. The loan made on April 24, 1989 has been paid in full. Payment of the loans made June 10, 1997 and January 14, 2000 have been secured by a pledge of 33,266 shares of common stock of the Issuer. Item 4. Purpose of Transaction The shares of common stock and warrants were acquired for investment purposes. Except for actions which may be proposed to the Board of Directors by Mr. Schunter from time to time in his capacity as President and Chief Executive Officer, Mr. Schunter has no current plans or proposals which relate to or would result in: a. The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; b. An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; d. Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; e. Any material change in the present capitalization or dividend policy of the Issuer; 3 f. Any other material change in the Issuer's business or corporate structure; g. Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; i. Causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer a. Mr. Schunter beneficially owns 82,113/1/ shares, constituting 5.2%/2/ of the outstanding shares of common stock of the Company. b. Sole Voting Power: 82,113/1/. --------- Sole Dispositive Power: 82,113/1/. --------- c. None. d. Not applicable. e. Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. - --------------------- /1/ Represents (i) 66,411 shares of common stock beneficially owned by Mr. Schunter together with (ii) in accordance with Rule 13.d-3(d), 15,702 shares of common stock which Mr. Schunter has the right to acquire pursuant to vested increments of employee stock options. /2/ This percentage is based upon a number of outstanding shares set forth in the most recent financial statement (i) prepared by the Issuer for presentation to its Board of Directors at its next meeting on February 15, 2000 (1,5275,127 as of January 18, 2000) which Mr. Schunter has no reason to believe is not current and (ii) the 15,702 shares which Mr. Schunter has the right to acquire pursuant to the employee stock options, which shares therefore are deemed to be outstanding in accordance with Rule 13.d-3(d). 4 Item 7. Material to Be Filed as Exhibits Exhibit 7.1 Promissory Note dated January 14, 2000. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 25, 2000 Signatures: /s/ Frederick M. Schunter --------------------------- Frederick M. Schunter Attention: International misstatements or omissions of fact constitute Federal criminal violations (See U.S.C. 1001). 5 EX-7.1 2 PROMISSORY NOTE EXHIBIT 7.1 PROMISSORY NOTE - ------------------------------------------------------------------------------------------ Principal Loan Date Maturity Loan No Call Collateral Account Officer Initials $196,000.00 01-14-2000 06-14-2008 9004 511 E38843 JKSOM - ------------------------------------------------------------------------------------------ References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Borrower: FREDERICK M. SCHUNTER LENDER: KEYBANK NATIONAL ASSOCIATION 3259 SOUTH HIGH DRIVE CORRESPONDENT BANKING SPOKANE, WA 98203 1119 PACIFIC AVENUE P.O. BOX 11600 WA-31-03-0258 TACOMA, WA 98411-6500 [SCAN MARKS] - -------------------------------------------------------------------------------- Principal amount: $196,000.00 Date of Note: January 14, 2000 PROMISE TO PAY, FREDERICK M. SCHUNTER ("Borrower") promises to pay to KEYBANK NATIONAL ASSOCIATION ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Hundred Ninety Six Thousand & 00/100 Dollars ($196,000.00), together with interest on the unpaid principal balance from December 27, 1999, until paid in full. PAYMENT. Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in accordance with the following payment schedule: 100 consecutive monthly interest payments, beginning February 14, 2000, with interest calculated on the unpaid principal balances at an interest rate of 0.500 percentage points over the Index described below; 7 consecutive annual principal payments of $26,133.33 each, beginning March 14, 2001, with interest calculated on the unpaid principal balances at an amount of $13,167.96 on June 14, 2006, with interest calculated on the unpaid principal balances at an interest rate of 0.500 percentage points over the Index described below. This estimated tenant payment is based on the assumption that all payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Interest on this Note is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, times the outstanding principal balance, times the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is the Prime Rate announced by Lender (the "Index"). The interest rate will change automatically and correspondingly on the date of each announced change of the index by Lender. The index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the index becomes unavailable during the term of this loan, the Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current index rate upon Borrower's request. Borrower understands that Lender may make loans based on other rates as well. The interest rate change will not occur more often than each day that the Index changes. The Index currently is 5.500% per annum. The interest rate or rates to be applied to the unpaid principal balance of this Note will be the rate or rates set forth above in the "Payment" section. Notwithstanding any other provision of this Note, the variable interest rate or rates provided for in this Note will be subject to the following minimum and maximum rates. NOTICE: Under no circumstances will the interest rate on this Note be less than 0.500 per annum or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option, may do one or more of the following: (a) increase Borrower's payments to ensure Borrower's loan will pay off by its original final maturity date, (b) increase Borrower's payments to cover accruing interest, (c) increase the number of Borrower's payments, and (d) continue Borrower's payments at the same amount and increase Borrower's final payment. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, they will reduce the principal balance due and may result in Borrower making fewer payments. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $80.00, whichever is greater. DEFAULT. Borrower will be in default if any of the following happens: (a) Borrower fails to make any payment when due, (b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note or any agreement related to this Note, or in any other agreement or loan Borrower has with Lender, (c) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the Related Documents, (d) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at the time made or furnished, (e) Borrower dies or become insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws, (f) Any creditor tries to take any of Borrower's property on or in which Lender has a lien or security interest. This includes a garnishment of any of Borrower's accounts with Lender, (g) Any of the events described in this default section occurs with respect to any guarantor of this Note, (h) A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the indebtedness is impaired, (i) Lender in good faith deems itself insecure. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default: (a) cures the default within fifteen (15) days; or (b) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient; to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately 01-14-2000 PROMISSORY NOTE Page 2 Loan No 9004 (Continued) ================================================================================ due, without notice, and then Borrower will pay that amount. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the variable interest rate on this Note by 3,000 percentage points. The interest rate will not exceed the maximum rate permitted by applicable law. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower also will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. This Note has been delivered to Lender and accepted by Lender in the State of Washington. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of King or Pierce County, the State of Washington. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. This Note shall be governed by and construed in accordance with the laws of the State of Washington. RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on this Note against any and all such accounts. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan, or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE. - -------------------------------------------------------------------------------- | ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO | | FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER | | WASHINGTON LAW. | - -------------------------------------------------------------------------------- BORROWER: X /s/ Frederick M. Schunter ------------------------------------ FREDERICK M. SCHUNTER ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----