Pa. thrift picks alternative to full conversion.

Later this month, Northwest Savings Bank, with $1.4 billion in assets, is expected to become the nation's second-largest mutual holding company - and a textbook case of why a mutually-owned thrift decides against full-fledged stock ownership.

Headquartered in the northwestern corner of Pennsylvania in Warren, Northwest has 45 branch offices in the state and upstate New York. It is the fourth-largest savings bank in Pennsylvania.

Only People's Bank will be a larger mutual holding company.

Located near Pittsburgh, the bank is shadowed by the Big Three of that city - PNC Bank Corp., Mellon Bank Corp., and Integra Financial Corp.

Northwest also has eight offices in southeastern Pennsylvania, which the state's large banks are rumored to be eying.

So full conversion could have meant certain death by acquisition for Northwest.

While there are drawbacks - limited liquidity of the new stock and the entrenchment of the current management- the advantages outweigh the disadvantages, the thrift said in the prospectus.

"The bank is committed to being an independent community-oriented institution. and management believes the mutual holding company structure is best suited for this purpose," the prospectus said.

The thrift, which has already received initial federal and state approval and completed its stock subscription, expects to be listed on Nasdaq in three weeks.

The thrift retained Ryan, Beck & Co. as an adviser.

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