-----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, BUK6GkQ7qyStA6YO3I0WitkcgoR1Zjs/PEZ27o/z12L0m+jdsHVsGFry1B+goVA5 tLIrNbzJ4a2ET/uaV4j2EQ== 0000916527-99-000003.txt : 19990218 0000916527-99-000003.hdr.sgml : 19990218 ACCESSION NUMBER: 0000916527-99-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990301 ITEM INFORMATION: FILED AS OF DATE: 19990217 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: 8-K SEC ACT: SEC FILE NUMBER: 000-24606 FILM NUMBER: 99544607 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 8-K 1 OTHER EVENT-DEFINITIVE AGREEMENT SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date or earliest event reported) February 16, 1999 Northwest Equity Corp. (Exact name of registrant as specified in its charter) 0-24606 39-1772981 (Commission File Number) IRS Employer Identification No.) 234 Keller Avenue South, Amery, Wisconsin 54001 (Address of Principal Executive Offices) (Zip Code) Registrants telephone number, including area code (715) 268-7105 ITEM 5. OTHER EVENTS On February 16, 1999, the Registrant signed a Definitive Agreement and Plan of Reorganization that provides for the acquisition of the Registrant, and its wholly-owned banking subsidiary, by Bremer Financial Corporation ("Bremer"). Under the terms of the Definitive Agreement, Bremer will acquire all of the outstanding shares of the Registrant through a merger transaction pursuant to which the Registrant's shareholders will receive cash in exchange for their shares. For information regarding the terms of the proposed transaction, reference is made to the press release dated February 17, 1999, which is attached hereto as Exhibit 99 and incorporated herein by reference. Consummation of the transaction is subject to regulatory approval, approval of the Registrant's shareholders and the satisfaction of certain other conditions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit 99 February 17, 1999 Press Release SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Northwest Equity Corp. (Registrant) By: __/s/ Brian L. Beadle____ Brian L.Beadle, President and Chief Executive Officer Dated: February 17, 1999 EXHIBIT INDEX Number Description 99 February 17, 1999 Press Release EXHIBIT 99 NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: BRIAN L. BEADLE FEBRUARY 17, 1999 PRESIDENT/CEO PHONE: 715 268-7105 BREMER FINANCIAL CORPORATION AND NORTHWEST EQUITY CORP TO AFFILIATE Amery, WI (February 17, 1999) Northwest Equity Corp. (NASDAQ:nweq) ("Northwest")and Bremer Financial Corporation ("Bremer") announced today that they have entered into a definitive agreement and plan of merger for Bremer to acquire Northwest stock in a transaction which would be valued at $24.00 in cash for each share outstanding. The transaction is expected to be completed by the third quarter of 1999, pending regulatory approval and approval of Northwest shareholders. "We're excited about the opportunity to serve the customers of Northwest Savings Bank," said Stan K. Dardis, Bremer Financial President and CEO. "The two organizations fit together naturally since both share a strong history of serving customers and the communities in which they live." Northwest's President and Chief Executive Officer Brian Beadle stated, "The combining of our two institutions will merge similar customer bases and banking philosophies with the advantage of extending a greater variety of products, services and banking locations to the Northwest customer base. We believe the opportunity for enhanced financial services to be provided to our customers when combined with the financial terms offered to our shareholders offers a very attractive package." Bremer Financial Corporation, a privately held regional financial services company with $3.4 billion in assets, is the holding company for 86 banks in Minnesota, North Dakota and Wisconsin. Bremer is owned by the Otto Bremer Foundation and Bremer's more than 1500 employees. Bremer is headquartered in Saint Paul, Minnesota. Northwest Equity Corporation with $99.2 million in assets is the holding company for Northwest Savings Bank , which has offices in Amery, New Richmond, and Siren, Wisconsin. Forward Looking Statements: When used in this press release, the words, "expected", "will allow" and other similar expressions are intended to identify forward-looking statements. Factors which could cause a variance to occur include, but are not limited to, changes in interest rates, local market competition, customer loan and deposit preferences, regulation, and other general economic conditions. -----END PRIVACY-ENHANCED MESSAGE-----