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Section 1: S-4 (FORM S-4)

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As filed with the Securities and Exchange Commission on October 10, 2018

Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NorthWest Indiana Bancorp
(Exact name of registrant as specified in its charter)

Indiana
6035
35-1927981
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

9204 Columbia Avenue, Munster, Indiana 46321, (219) 836-4400
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Leane E. Cerven
Executive Vice President, General Counsel and Secretary
NorthWest Indiana Bancorp
9204 Columbia Avenue
Munster, Indiana 46321
(219) 836-4400
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David P. Hooper, Esq.
Barnes & Thornburg LLP
11 S. Meridian Street
Indianapolis, Indiana 46204
(317) 236-1313
Benjamin M. Azoff, Esq.
Luse Gorman, PC
5335 Wisconsin Avenue, NW, Suite 780
Washington, D.C. 20015
(202) 274-2000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon the effective time of the merger of AJS Bancorp, Inc. with and into the Registrant pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) described in the proxy statement/prospectus included in Part I of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
Accelerated filer
Non-accelerated filer
o
Smaller reporting company
 
 
Emerging growth company
o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of each class of securities
to be registered
Amount to be
registered(1)
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate
Offering Price(2)
Amount of
Registration Fee
Common Stock, without par value
 
456,952
 
 
N/A
 
$
19,133,433
 
$
2,319
 

(1) Represents the maximum number of shares of common stock of NorthWest Indiana Bancorp (OTCBB: NWIN) (the “Registrant”), that is expected to be issued in connection with the merger of AJS Bancorp, Inc. into the Registrant. Under the Merger Agreement, in certain circumstances the Registrant may increase the exchange ratio pursuant to a formula in the Merger Agreement, and thus issue additional stock consideration to accommodate this increase, in order to prevent a termination of the Merger Agreement. In the event the Registrant increases the exchange ratio as described, the Registrant will file a registration statement pursuant to Rule 413 to cover the issuance of the additional shares of common stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (f), based on $15.70 per share, the average of the high and low prices of a share of AJS Bancorp, Inc. common stock on October 5, 2018 (which date is within five business days prior to the date of the filing of this registration statement), multiplied by 2,250,992 shares of AJS Bancorp, Inc. common stock that may be received by the Registrant and/or cancelled upon consummation of the merger (which is the sum of 2,149,860 issued and outstanding shares of AJS Bancorp, Inc. common stock, and 101,132 shares underlying options to purchase shares of AJS Bancorp, Inc. common stock), less $16,207,142, which is the estimated aggregate amount of cash expected to be paid by the Registrant in exchange for shares of AJS Bancorp, Inc. common stock.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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THE INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS EFFECTIVE. THIS PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 10, 2018



MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

The boards of directors of AJS Bancorp, Inc. (“AJSB”) and NorthWest Indiana Bancorp (“NWIN”) have approved an Agreement and Plan of Merger (which is referred to herein as the “Merger Agreement”) that provides for AJSB to merge with and into NWIN. If the merger is approved by AJSB’s stockholders and all other closing conditions are satisfied, each outstanding share of AJSB common stock (other than shares then held of record by NWIN and certain shares held by the A.J. Smith Federal Savings Bank employee stock ownership plan) owned by stockholders owning of record and/or beneficially at least 100 shares of AJSB common stock shall be converted into the right to receive 0.2030 shares of NWIN common stock and $7.20 in cash (subject to certain adjustments as described in the Merger Agreement). Stockholders of AJSB who own of record and/or beneficially fewer than 100 shares of AJSB common stock will be entitled to receive fixed consideration of $16.00 per share in cash and will not be entitled to receive any shares of NWIN common stock. Each AJSB stockholder also will receive cash in lieu of any fractional shares of NWIN common stock that such stockholder would otherwise receive in the merger, with the amount of cash based on the market value of one share of NWIN common stock determined shortly before the closing of the merger. Based on the closing prices of a share of NWIN common stock of $43.00 on July 30, 2018, the last day prior to the public announcement of the merger, and $[         ] on [         ], 2018, the latest practicable date before the date of this document, each share of AJSB common stock exchanged for the merger consideration described above would have an implied value of $15.93 and $[         ] per share on those respective dates.

Based on the 2,149,860 shares of AJSB common stock expected to be outstanding as of the closing of the merger (which assumes no stock options are exercised prior to closing), NWIN will issue a maximum aggregate amount of 436,422 shares of common stock for the stock consideration and pay an aggregate of $15,478,992 in cash for the cash consideration. Subject to the adjustments described in the Merger Agreement and based on NWIN’s closing stock price of $[         ] on [         ], 2018, the value of the aggregate consideration that AJSB’s stockholders will receive in the merger is approximately $[         ] million, which includes the amounts paid upon the cash-out of AJSB stock options and restricted stock. The boards of directors of both AJSB and NWIN believe that the merger is in the best interests of each of their respective companies and shareholders.

AJSB has the right to terminate the Merger Agreement during the five-business day period following the 15th business day prior to the scheduled closing date of the merger if the volume weighted average of the daily closing sales prices of a share of NWIN common stock during the immediately preceding 15 consecutive trading days is less than $34.37, and NWIN’s share price declines by an amount that is at least 20% greater than the corresponding price decline in the SNL Small Cap U.S. Bank and Thrift Index during the same period. However, if AJSB elects to exercise its termination right, NWIN has the right to prevent AJSB’s termination under those circumstances by agreeing to increase the stock consideration pursuant to a formula set forth in the Merger Agreement.

Your vote is very important. We cannot complete the merger unless the stockholders of AJSB approve the Merger Agreement and the merger. This document is a proxy statement that AJSB is using to solicit proxies for use at its special meeting of stockholders to be held on [         ], 2018 to vote on the Merger Agreement and the merger. This document also serves as a prospectus relating to NWIN’s issuance of up to 456,952 shares of NWIN common stock in connection with the merger. This proxy statement/prospectus describes the AJSB special meeting, the merger proposal, and other related matters.

AJSB’s board of directors unanimously recommends that AJSB’s stockholders vote “FOR” approval of the Merger Agreement and the merger.

NWIN’s common stock is not listed on any national securities exchange, but rather is quoted on the OTC Pink Marketplace, which is maintained by OTC Markets Group, Inc., and on the OTC Bulletin Board, which is maintained by the Financial Industry Regulatory Authority, Inc., under the symbol “NWIN.” AJSB’s common stock is not listed on any national securities exchange, but rather is quoted on the OTC Pink Marketplace under the symbol “AJSB.” On July 30, 2018, the closing price of a share of AJSB common stock was $14.00. On [         ], 2018, the closing price of a share of AJSB common stock was $[         ]. The market prices of both NWIN and AJSB common stock will fluctuate before the completion of the merger; therefore, you are urged to obtain current market quotations for NWIN and AJSB common stock. This document contains information that you should consider in evaluating the proposed merger. In particular, you should carefully read the section captioned “Risk Factors” beginning on page 18 for a discussion of certain risks relating to the merger. You also can obtain information about NWIN from documents it files with the Securities and Exchange Commission.

We look forward to seeing you at the stockholders’ meeting and we appreciate your continued support.

 
Jerry A. Weberling
 
Chief Executive Officer, President and Chief Financial Officer
 
AJS Bancorp, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The securities to be issued in connection with the merger are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of any of the parties, and they are not insured by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund, or any other governmental agency.

This proxy statement/prospectus is dated [         ], 2018, and it
is first being mailed to AJSB’s stockholders on or about [         ], 2018.

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AVAILABLE INFORMATION

As permitted by Securities and Exchange Commission rules, this document incorporates certain important business and financial information about NWIN from other documents that are not included in or delivered with this document. These documents are available to you without charge upon your written or oral request. Your requests for these documents should be directed to the following:

NorthWest Indiana Bancorp
9204 Columbia Avenue
Munster, Indiana 46321
Attn: Shareholder Services
(219) 836-4400

In order to ensure timely delivery of these documents, you should make your request no later than five business days before the special meeting date, or by [_____], 2018.

You also can obtain documents incorporated by reference in this document through the SEC’s website at www.sec.gov. See “Where You Can Find More Information.”

In addition, if you have questions about the merger or the AJSB special meeting, need additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, you may contact the following:

AJS Bancorp, Inc.
14757 S. Cicero Avenue
Midlothian, Illinois 60445
Attn: Jerry A. Weberling, Chief Executive Officer, President and Chief Financial Officer
(708) 687-7400

In order to ensure timely delivery of these documents, you should make your request no later than five business days before the special meeting date, or by [_____], 2018.

AJSB does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents or reports with the SEC.

All information in this proxy statement/prospectus concerning NWIN and its subsidiaries has been furnished by NWIN, and all information in this proxy statement/prospectus concerning AJSB and its subsidiaries has been furnished by AJSB. You should rely only on the information contained or incorporated by reference in this proxy statement/prospectus to vote on the proposals to AJSB’s stockholders in connection with the merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement/prospectus.

This proxy statement/prospectus is dated [_____], 2018. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date, and neither the mailing of this proxy statement/prospectus to stockholders nor the issuance of NWIN shares as contemplated by the Merger Agreement shall create any implication to the contrary.

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14757 S. Cicero Avenue
Midlothian, Illinois 60445
(708) 687-7400

Notice of Special Meeting of Stockholders

To Be Held on [_____], 2018

To the Stockholders of AJS Bancorp, Inc.:

We are pleased to notify you of and invite you to a special meeting of the stockholders of AJS Bancorp, Inc. (“AJSB”) to be held on [_____], [_____], 2018, at [1:00] [p.m.], local time, at A.J. Smith Federal Savings Bank, located at 14757 S. Cicero Avenue, Midlothian, Illinois 60445, to consider and vote upon the following matters:

1. Merger Proposal. To approve and adopt the Agreement and Plan of Merger dated July 30, 2018 (which we refer to as the “Merger Agreement”) by and between NorthWest Indiana Bancorp (“NWIN”) and AJSB, pursuant to which AJSB will merge with and into NWIN. Simultaneously with the merger, A.J. Smith Federal Savings Bank, the wholly-owned federally chartered savings bank subsidiary of AJSB, will merge with and into Peoples Bank SB (“Peoples Bank”), the wholly-owned Indiana state chartered savings bank subsidiary of NWIN.
2. Adjournment. To approve a proposal to adjourn the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the special meeting in person or by proxy to approve the Merger.
3. Other Matters. To vote upon such other matters as may properly come before the meeting or any adjournment thereof. The board of directors is not aware of any such other matters.

The enclosed proxy statement/prospectus describes the Merger Agreement and the proposed merger in detail and includes, as Appendix A, the complete text of the Merger Agreement. We urge you to read these materials for a description of the Merger Agreement and the proposed merger. In particular, you should carefully read the section captioned “Risk Factors” beginning on page 18 of the enclosed proxy statement/prospectus for a discussion of certain risk factors relating to the Merger Agreement and the merger.

The board of directors of AJSB recommends that AJSB’s stockholders vote “FOR” the approval and adoption of the Merger Agreement and the merger, and “FOR” adjournment of the special meeting, if necessary.

The board of directors of AJSB has fixed the close of business on [_____], 2018, as the record date for determining the stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting.

YOUR VOTE IS VERY IMPORTANT. The Merger Agreement must be adopted by the affirmative vote of the holders of a majority of the issued and outstanding shares of AJSB common stock in order for the proposed merger to be consummated. IF YOU DO NOT RETURN YOUR PROXY CARD, DO NOT VOTE IN PERSON AT THE SPECIAL MEETING, OR DO NOT VOTE BY TELEPHONE OR INTERNET, THE EFFECT WILL BE A VOTE AGAINST THE PROPOSED MERGER.

Whether or not you plan to attend the AJSB special meeting, we urge you to vote. Stockholders of record may vote:

By internet – access www.investorvote.com/AJSB and follow the on-screen instructions;
By telephone – call 1-800-652-8683 and follow the instructions;

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By mail – complete, sign, date, and mail your proxy card in the envelope provided as soon as possible; or
In person – vote your shares in person by attending the AJSB special meeting.

If you hold your stock in “street name” through a banker or broker, please follow the instructions on the voting instruction card furnished by the record holder.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor, Laurel Hill Advisory Group, LLC, toll free at (888) 742-1305.

 
By Order of the Board of Directors,
   
 
 

 
Jerry A. Weberling
 
Chief Executive Officer, President, and Chief Financial Officer
 
Midlothian, Illinois
 
[_____], 2018

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APPENDICES
 
 
 
 
 
 
 
 
 
 
 
 

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

Q: Why am I receiving these materials?
A: NWIN is proposing to acquire AJSB pursuant to a transaction where AJSB will merge with and into NWIN. NWIN would be the surviving entity in the merger, and AJSB would cease to exist. Simultaneously with the merger, A.J. Smith Federal Savings Bank (“AJS Bank”), AJSB’s wholly-owned banking subsidiary, will merge with and into NWIN’s banking subsidiary, Peoples Bank, with Peoples Bank being the surviving entity.

In order to complete the merger of AJSB with and into NWIN, the stockholders of AJSB must vote to approve and adopt the Merger Agreement. AJSB is holding a special meeting of its stockholders to solicit this approval. This proxy statement/prospectus contains important information about the merger, the Merger Agreement, a copy of which is attached as Appendix A to this proxy statement/prospectus, the special meeting of AJSB stockholders, and other related matters, and we encourage you to read it carefully.

Q: Why do AJSB and NWIN want to merge?
A: NWIN believes that combining AJSB and NWIN will create a stronger banking franchise with an expanded regional presence in both Indiana and Illinois. The merger will give the combined company greater scale, not only for serving existing customers more efficiently but also for future expansion. NWIN believes that AJSB and NWIN have similar, community-oriented philosophies, and the merger is expected to give NWIN a stronger presence in its current markets. NWIN also believes the locations of AJSB’s banking offices are consistent with NWIN’s strategic expansion plans in the Chicagoland market. NWIN further believes the Chicagoland market offers significant growth potential for NWIN as evidenced by several factors, including the large population along the Interstate Highway 80 corridor, existing customer relationships in the market, disruption in the local banking competitive landscape, the creation of a wider trade area, and the higher legal lending limit afforded by the additional capital to be created by the merger.

For additional information regarding each company’s reasons for the merger, see “The Merger – AJSB’s Reasons for the Merger; Board Recommendation” beginning on page 48, and “The Merger – NWIN’s Reasons for the Merger” beginning on page 51.

Q: What will AJSB’s stockholders receive in the merger?
A: If the merger is completed, each share of AJSB common stock held by an AJSB stockholder owning 100 or more shares will be converted into the right to receive both (i) 0.2030 shares of NWIN common stock (subject to certain adjustments as described in the Merger Agreement) (which we refer to as the “exchange ratio”), and (ii) $7.20 in cash (which we refer to as the “cash consideration”), subject to adjustment as provided below. We refer to the cash consideration and the exchange ratio, as adjusted, collectively as the “merger consideration.” Because the exchange ratio for the stock consideration is fixed, the value of the stock consideration will fluctuate with the market price of NWIN’s common stock. Accordingly, at the time of the Special Meeting, AJSB stockholders will not necessarily know what the market value of 0.2030 shares of NWIN common stock will be upon completion of the merger. If the merger is completed, each share of AJSB common stock held by an AJSB stockholder who owns of record and/or beneficially fewer than 100 shares will receive fixed consideration in the amount of $16.00 per share in cash and will not be entitled to receive any shares of NWIN common stock.

The merger consideration is subject to adjustment if, as of the end of the month prior to the effective time of the merger, AJSB’s adjusted consolidated stockholders’ equity (as defined and computed in accordance with the terms of the Merger Agreement) is less than $29.45 million. In the event that AJSB’s adjusted consolidated stockholders’ equity is less than $29.45 million as of the end of the month prior to the effective time, the aggregate cash consideration first will be reduced by an amount corresponding to the shortfall (which will be proportionately reflected on a per share cash consideration basis), and then second, if necessary, the exchange ratio will be proportionally reduced to correspond to the remaining amount of the shortfall, each as provided in the Merger Agreement. See “The Merger Agreement – Merger Consideration” beginning on page 66.

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The exchange ratio is subject to further adjustment as follows:

if prior to the effective time of the merger, NWIN changes the number of shares of NWIN common stock outstanding by way of a stock split, stock dividend, or similar transaction, or if NWIN establishes a record date for such a change, the exchange ratio will be adjusted accordingly so that each stockholder of AJSB receives at the effective time, in the aggregate, the number of shares of NWIN common stock representing the same percentage of the outstanding shares of NWIN common stock that they would have received if such change had not occurred; or
if AJSB elects to terminate the Merger Agreement because the volume-weighted average closing price of NWIN’s common stock is less than $34.37 for the fifteen consecutive trading days before the second business day prior to the closing of the merger and if the decline in NWIN’s share price is more than 20% greater than the corresponding price decline in the SNL Small Cap U.S. Bank and Thrift Index, NWIN may elect to negate AJSB’s termination by exercising NWIN’s option to increase the stock consideration pursuant to the formula specified in the Merger Agreement. See “The Merger Agreement – Merger Consideration” beginning on page 66.

In lieu of any fractional shares of NWIN common stock, NWIN will distribute an amount in cash equal to such fraction multiplied by the volume-weighted average per share closing price of a share of NWIN common stock as quoted on the OTC Pink Marketplace during the fifteen consecutive trading days preceding the second business day prior to the closing of the merger.

Q: Will NWIN’s shareholders receive any shares or cash as a result of the merger?
A: No, NWIN’s shareholders will not receive any cash or shares in the merger.
Q: What risks should AJSB’s stockholders consider before voting on the Merger Agreement?
A: You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 18 of this proxy statement/prospectus. You also should read and carefully consider the risk factors of NWIN contained in the documents that are incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 140 of this proxy statement/prospectus.
Q: What are the tax consequences of the merger to AJSB’s stockholders?
A: NWIN and AJSB expect the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. If the merger qualifies as a reorganization, then, in general, for U.S. federal income tax purposes: (1) a holder of AJSB common stock generally will recognize gain, but not loss, in an amount equal to the lesser of the amount of cash received (excluding any cash received in lieu of a fractional share of NWIN common stock), or the amount of gain “realized” in the merger where the amount of such realized gain will equal the amount by which (a) the cash plus the fair market value of the NWIN common stock received, exceeds (b) the holder’s aggregate adjusted tax basis in the AJSB common stock; and (2) a holder of AJSB common stock will recognize gain or loss, if any, on any fractional share of NWIN common stock for which cash is received equal to the difference between the amount of cash received and the holder’s allocable tax basis in the fractional share. At the closing, NWIN and AJSB are each to receive an opinion confirming these tax consequences. See “Material Federal Income Tax Consequences” beginning on page 88.

Your tax consequences will depend on your personal situation. You should consult your tax advisor for a full understanding of the tax consequences of the merger to you.

Q: What will AJSB’s stockholders be voting on at the special stockholders meeting?
A: At the Special Meeting of Stockholders of AJSB (the “Special Meeting”), AJSB’s stockholders will be asked to vote to (i) approve and adopt the Merger Agreement and the merger, and (ii) approve a proposal to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes, in person or by proxy, to approve the Merger Agreement and the merger (the “Adjournment Proposal”). The AJSB board of directors unanimously recommends that AJSB’s stockholders vote “FOR” the approval and adoption of the Merger Agreement, and “FOR” the approval of the Adjournment Proposal.

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Q: What is the value of the per share merger consideration?
A: On July 30, 2018, which is the last business day on which shares of NWIN common stock traded preceding the public announcement of the proposed merger, the closing price of a share of NWIN common stock was $43.00, which, after giving effect to the 0.2030 exchange ratio and the cash consideration of $7.20 per share, results in an implied value of approximately $15.93 per each AJSB share of common stock. As of [_____], 2018, the latest practicable date before the date of this proxy statement/prospectus, the closing price of a share of NWIN common stock was $[_____], which, after giving effect to the exchange ratio and cash consideration, results in an implied value of approximately $[_____] per each AJSB share of common stock.
Q: What are the vote requirements to approve the matters that will be considered at the Special Meeting?
A: At the Special Meeting, the affirmative vote of holders of a majority of the issued and outstanding shares of AJSB common stock is required to approve and adopt the Merger Agreement. The vote on the Adjournment Proposal requires more votes to be cast in favor of the proposal than are cast against it.
Q: Who can vote at the Special Meeting?
A: All holders of record of AJSB common stock as of the close of business on [_____], 2018, the record date for the Special Meeting, are entitled to receive notice of, and to vote at, the Special Meeting, or any postponement of the Special Meeting in accordance with Maryland law.
Q: What do I need to do now?
A: After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly. You may vote in one of four ways: (1) by mail (by completing and signing the proxy card that accompanies this proxy statement/prospectus); (2) by telephone; (3) by using the Internet; or (4) in person (by either delivering the completed proxy card or by casting a ballot if attending the Special Meeting). In the event you choose not to vote by telephone, the Internet, or in person, you should mail your signed proxy card in the accompanying pre-addressed, postage-paid envelope as soon as possible so that your shares can be voted at the Special Meeting.

If you hold your stock through a bank or broker (commonly referred to as held in “street name”), you may direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Submitting your proxy card (or voting by telephone or the Internet) or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the Special Meeting.

Q: Why is my vote important?
A: If you do not vote by proxy or in person at the Special Meeting, it will be more difficult for AJSB to obtain the necessary quorum to hold the Special Meeting. In addition, if you fail to vote, by proxy or in person, it will have the same effect as a vote “AGAINST” the approval and adoption of the Merger Agreement. The Merger Agreement must be approved by the holders of a majority of the issued and outstanding shares of AJSB common stock.
Q: If my shares are held in “street name” by my broker, will my broker vote my shares for me?
A: If you hold AJSB shares in street name with a broker, your broker will not be able to vote your shares without instructions from you on the proposal to approve and adopt the Merger Agreement or the Adjournment Proposal. You should contact your broker and ask what directions your broker will need from you. If you hold AJSB shares in street name with a broker and you do not provide instructions to your broker on how to vote on the merger, your broker will not be able to vote your shares on that proposal, and this will have the effect of a vote “AGAINST” the merger.

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Q: Can I attend the Special Meeting and vote my shares in person?
A: Yes. All AJSB stockholders are invited to attend the Special Meeting. If you are an AJSB stockholder of record, you can vote in person at the Special Meeting. If you hold AJSB shares in street name through a bank, broker, or other nominee, then you must obtain a legal proxy from the holder of record by contacting your bank, broker, or other nominee to vote your shares in person at the Special Meeting. However, we would prefer that you vote by proxy, even if you plan to attend the meeting. As noted below, you still will have a right to change your vote at the meeting, should you so choose.
Q: What happens if I do not vote?
A: Because the required vote of AJSB’s stockholders to approve and adopt the Merger Agreement is based upon the number of issued and outstanding shares of AJSB common stock entitled to vote rather than upon the number of shares actually voted, abstentions from voting and “broker non-votes” will have the same practical effect as a vote “AGAINST” the merger. If you return a properly signed proxy card but do not indicate how you want to vote, your proxy will be counted as a vote “FOR” the approval and adoption of the Merger Agreement and the merger.
Q: Can I change my vote before the Special Meeting?
A: Yes. If you are an AJSB stockholder of record, there are three ways for you to revoke your proxy and change your vote. First, you may send written notice to AJSB’s Corporate Secretary before the Special Meeting stating that you are revoking your proxy. Second, you may complete and submit a new proxy card before the Special Meeting that is dated later than the date of your prior proxy card. If you submitted your proxy by Internet or by telephone, you can change your vote by voting over the Internet or by telephone. Third, you may vote in person at the Special Meeting. Merely being present at the Special Meeting, without voting at the meeting, will not constitute a revocation of a previously given proxy. If you hold your shares in street name with a bank or broker, you must follow the directions you receive from your bank or broker to change your vote.
Q: How do I vote shares held in AJS Bank’s Employee Stock Ownership Plan?
A: AJSB maintains the A.J. Smith Federal Savings Bank Employee Stock Ownership Plan (the “AJS Bank ESOP”) that owns approximately 173,018 shares of AJSB’s common stock. Each participant will instruct the AJS Bank ESOP trustee, First Bankers Trust Services, Inc., how to vote the shares of AJSB common stock allocated to his or her account under the AJS Bank ESOP. The AJS Bank ESOP trustee will vote unallocated shares of common stock and allocated shares for which voting instructions are not timely received in the same proportion as the allocated shares for which it has received timely voting instructions. A participant in the AJS Bank ESOP will need to vote by mail (by completing and signing the instruction card that accompanies this proxy statement/prospectus). A participant must return his or her instruction card to the ESOP trustee by 5:00 p.m. on [_____], 2018 in order to instruct the trustee how to vote such AJSB shares.

If a participant properly executes the instruction card distributed by the trustee, the trustee will vote such participant’s shares in accordance with the participant’s instructions. Where properly executed instruction cards are returned to the trustee with no specific instruction as to how to vote at the Special Meeting, the trustee will vote shares “FOR” the approval and adoption of the Merger Agreement and the merger and “FOR” the Adjournment Proposal.

Q: When do you currently expect to complete the merger?
A: We expect to complete the merger early in the first quarter of 2019. However, we cannot assure you when or if the merger will occur. The approval of AJSB’s stockholders of the Merger Agreement, among other things, must first be obtained before we are able to close the merger.
Q: Do AJSB’s stockholders have appraisal rights?
A: No. Under AJSB’s articles of incorporation, as permitted by the Maryland General Corporation Law, the stockholders of AJSB do not have appraisal rights with respect to the merger.

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Q: Should I send in my AJSB stock certificates now?
A: No. As soon as practicable after the completion of the merger, you will receive a letter of transmittal describing how you may exchange your shares for the merger consideration and surrender your AJSB stock certificates. At that time, you must send your completed letter of transmittal to NWIN’s exchange agent for the merger named in the letter of transmittal in order to receive the merger consideration. You should not send your AJSB stock certificates until you receive the letter of transmittal.
Q: Whom should I contact if I have other questions about the Merger Agreement or the merger?
A: If you have more questions about the Merger Agreement or the merger, you should contact:

NorthWest Indiana Bancorp
9204 Columbia Avenue
Munster, Indiana 46321
(219) 836-4400
Attention: Shareholder Services

You may also contact:

AJS Bancorp, Inc.
14757 S. Cicero Avenue
Midlothian, Illinois 60445
(708) 687-7400
Attention: Jerry A. Weberling, Chief Executive Officer, President, and Chief Financial Officer

Q: Whom should I contact if I have questions about the special stockholders’ meeting or how to submit my proxy, or if I need additional copies of this document or a proxy card?
A: If you have more questions about the special stockholders’ meeting or how to submit your proxy, or if you need additional copies of this document or a proxy card, you should contact:

Laurel Hill Advisory Group, LLC
2 Robbins Lane, Suite 201
Jericho, New York 11753
(888) 742-1305

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SUMMARY

This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information important to you. To understand the merger more fully, you should read this entire document carefully, including the appendices and the documents referred to in this proxy statement/prospectus. A list of the documents incorporated by reference appears under the caption “Where You Can Find More Information” beginning on page 140.

The Companies

NorthWest Indiana Bancorp
9204 Columbia Avenue
Munster, IN 46321
(219) 836-4400

NorthWest Indiana Bancorp, an Indiana corporation, was incorporated on January 31, 1994, and is the holding company for its wholly-owned subsidiary Peoples Bank SB, an Indiana savings bank. NWIN’s business activities include being a holding company for Peoples Bank and Peoples Bank’s wholly owned subsidiaries, as well as a holding company for NWIN Risk Management, Inc., a captive insurance company. Peoples Bank is primarily engaged in the business of attracting deposits from the general public and the origination of loans, mostly upon the security of single family residences and commercial real estate, as well as construction loans and various types of consumer loans, commercial business loans, and municipal loans, within its primary market area of Lake and Porter Counties in Northwest Indiana and Cook County in Illinois. In addition, NWIN’s Wealth Management Group provides estate and retirement planning, guardianships, land trusts, profit sharing and 401(k) retirement plans, IRA and Keogh accounts, investment agency accounts, and serves as the personal representative of estates and acts as trustee for revocable and irrevocable trusts.

Peoples Bank’s deposit accounts are insured up to applicable limits by the Deposit Insurance Fund (“DIF”), which is administered by the Federal Deposit Insurance Corporation (“FDIC”), an agency of the federal government. As the holding company for Peoples Bank, NWIN is subject to comprehensive examination, supervision, and regulation by the Board of Governors of the Federal Reserve System (“FRB”), while Peoples Bank is subject to comprehensive examination, supervision, and regulation by both the FDIC and the Indiana Department of Financial Institutions (“IDFI”). Peoples Bank is also subject to regulation by the FRB governing reserves required to be maintained against certain deposits and other matters. Peoples Bank is also a member of the Federal Home Loan Bank (“FHLB”) of both Indianapolis and Chicago, which are two of the eleven regional banks comprising the system of Federal Home Loan Banks.

NWIN maintains its corporate office at 9204 Columbia Avenue, Munster, Indiana, from which it oversees the operation of its 19 branch locations. NWIN’s website address is www.ibankpeoples.com. Information contained in, or accessible through, NWIN’s website does not constitute a part of this proxy statement/prospectus. NWIN’s common stock is quoted on the OTC Pink Marketplace and on the OTC Bulletin Board under the symbol “NWIN.” Additional information about NWIN and its subsidiaries is included in documents incorporated by reference into this document. For more information, please see the section entitled “Where You Can Find More Information” beginning on page 140.

AJS Bancorp, Inc.
14757 S. Cicero Avenue
Midlothian, IL 60445
(708) 687-7400

AJSB, a Maryland corporation headquartered in Midlothian, Illinois, was incorporated in 2013 to serve as the savings and loan holding company for AJS Bank. AJSB’s primary business activity is its ownership of AJS Bank. AJSB’s other business activities currently consist of loaning funds to AJS Bank’s ESOP and investing in deposit accounts at AJS Bank. AJSB is subject to regulation and supervision by the FRB.

AJS Bank was founded in 1892 by Arthur J. Smith as a building and loan cooperative organization. In 1924, AJS Bank was chartered as an Illinois savings and loan association, and in 1934 converted to a federal charter. In 1984, AJS Bank amended its charter to become a federally chartered savings bank. AJS Bank operates from its main office in Midlothian, Illinois and two branch offices in Orland Park, Illinois. Its primary business activity is the origination of one- to four-family real estate loans. To a lesser extent, it also originates

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multifamily, commercial real estate, home equity, and consumer loans. It also invests in securities, primarily United States government-sponsored enterprises and agency mortgage-backed securities. AJS Bank is subject to supervision and regulation by the Office of the Comptroller of the Currency.

At June 30, 2018, AJSB had consolidated assets of $191.8 million, deposits of $156.8 million and stockholders’ equity of $31.3 million. AJSB’s executive offices are located at 14757 South Cicero Avenue, Midlothian, Illinois 60445, and its telephone number at that address if (708) 687-7400. AJSB’s website address is www.ajsmithbank.com. Information contained in, or accessible through, AJSB’s website does not constitute a part of this proxy statement/prospectus. AJSB’s common stock is quoted on the OTC Pink Marketplace under the symbol “AJSB.” Additional information about AJSB and AJS Bank is included elsewhere in this proxy statement/prospectus.

Special Meeting of AJSB’s Stockholders; Required Vote (page 34)

The Special Meeting of AJSB’s stockholders is scheduled to be held on [         ], [         ], 2018, at [1:00] [p.m.], local time, at A.J. Smith Federal Savings Bank, located at 14757 S. Cicero Avenue, Midlothian, Illinois 60445. At the Special Meeting, AJSB’s stockholders will be asked to vote to approve and adopt the Merger Agreement and the merger of AJSB into NWIN contemplated by that agreement. You also will be asked to approve the Adjournment Proposal. Only AJSB stockholders of record as of the close of business on [         ], 2018 are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting.

As of [         ], 2018, AJSB’s directors and executive officers owned and were entitled to vote 174,032 shares of AJSB common stock, which represents approximately 8.1% of the 2,149,860 issued and outstanding shares of AJSB common stock. In connection with the execution of the Merger Agreement, all of the executive officers and directors of AJSB executed a voting agreement pursuant to which they agreed to vote their 174,032 shares in favor of the merger. A copy of that voting agreement is attached as Appendix C to this proxy statement/prospectus.

Approval of the Merger Agreement and the merger requires the affirmative vote of the holders of a majority of the issued and outstanding shares of AJSB common stock. Approval of the Adjournment Proposal requires more votes to be cast in favor of the proposal than are cast against it.

The Merger and the Merger Agreement (page 66)

NWIN’s acquisition of AJSB is governed by the Merger Agreement. The Merger Agreement provides that, if all of the conditions are satisfied or waived, AJSB will be merged with and into NWIN, with NWIN as the surviving corporation. Simultaneous with the merger, AJS Bank will be merged with and into Peoples Bank, with Peoples Bank surviving. We encourage you to read the Merger Agreement, which is included as Appendix A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus.

What AJSB’s Stockholders Will Receive in the Merger (page 66)

If the merger is completed, each share of AJSB common stock held by an AJSB stockholder owning 100 or more shares will be converted into the right to receive both (i) 0.2030 shares of NWIN common stock, and (ii) $7.20 in cash, subject to adjustment as provided in the Merger Agreement. However, if a stockholder owns beneficially and/or of record fewer than 100 shares of AJSB common stock, that stockholder will be entitled to receive only $16.00 per share in cash and will not be entitled to receive any shares of NWIN common stock.

The merger consideration is subject to adjustment if, as of the end of the month prior to the effective time of the merger, AJSB’s adjusted consolidated stockholders’ equity (as defined and computed in accordance with the terms of the Merger Agreement) is less than $29.45 million. In the event that AJSB’s adjusted consolidated stockholders’ equity is less than $29.45 million as of the end of the month prior to the effective time, the aggregate cash consideration first will be reduced by an amount corresponding to the shortfall (which will be proportionally reflected on a per share cash consideration basis), and then second, if necessary, the exchange ratio will be proportionally reduced to correspond to the remaining amount of the shortfall, each as provided in the Merger Agreement. See “The Merger Agreement – Merger Consideration” beginning on page 66.

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The exchange ratio is subject to the following further adjustments:

Anti-Dilution Adjustments. If prior to the effective time of the merger, NWIN changes the number of shares of NWIN common stock outstanding by way of a stock split, stock dividend, or similar transaction, or if NWIN establishes a record date for such a change, the exchange ratio will be adjusted so that each holder of AJSB common stock receives at the effective time, in the aggregate, the number of shares of NWIN common stock that such stockholder would have received if such change had not occurred; or
Decrease in Market Price of NWIN Common Stock. If AJSB elects to terminate the Merger Agreement because the volume-weighted average closing price of NWIN’s common stock is less than $34.37 for the fifteen consecutive trading days before the second business day prior to the closing of the merger and if the decline in NWIN’s share price is more than 20% greater than the corresponding price decline in the SNL Small Cap U.S. Bank and Thrift Index, NWIN may elect to negate AJSB’s termination by increasing the stock consideration pursuant to the formula specified in the Merger Agreement.

Because the exchange ratio for the stock consideration is fixed, the value of the stock consideration will fluctuate with the market price of NWIN’s common stock. Accordingly, at the time of the Special Meeting, AJSB stockholders will not necessarily know what the market value of 0.2030 shares of NWIN common stock will be upon the completion of the merger.

In lieu of any fractional shares of NWIN common stock, NWIN will distribute an amount in cash equal to such fraction multiplied by the volume-weighted average per share closing price of a share of NWIN common stock as quoted on the OTC Pink Marketplace during the fifteen consecutive trading days preceding the second business day prior to the closing.

Treatment of AJSB Stock Options and Restricted Stock Awards (page 67)

All outstanding options (vested and unvested) to purchase AJSB common stock will be converted into the right to receive from AJSB, as of the effective time of the merger, an amount of cash equal to $16.00 minus the per share exercise price for each share subject to an AJSB stock option, less applicable tax withholdings. The payments on these options will be made by AJSB to the optionholders immediately prior to the effective time of the merger. As of the date of this document, there were outstanding vested options to purchase an aggregate of 79,096 shares of AJSB common stock at a weighted average exercise price of $12.23 per share. In addition, as of the date of this document, options to purchase 22,036 shares of AJSB common stock with a weighted average exercise price of $12.99 were unvested.

At the effective time of the merger, each award of restricted stock of AJSB that is outstanding immediately prior to the effective time of the merger will fully vest and be cancelled and automatically converted into the right to receive the merger consideration. NWIN will make the payments with respect to these restricted stock awards, less applicable tax withholdings, in the same manner as the merger consideration is delivered to other AJSB stockholders.

Recommendation of AJSB’s Board of Directors (page 34)

The AJSB board of directors unanimously approved the Merger Agreement and the proposed merger. The AJSB board believes that the Merger Agreement, including the merger contemplated by the Merger Agreement, is advisable and fair to, and in the best interests of, AJSB and its stockholders, and therefore recommends that AJSB’s stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement. In reaching its decision, the AJSB board of directors considered a number of factors, which are described in the section captioned “The Merger – AJSB’s Reasons for the Merger; Board Recommendation” beginning on page 48. Because of the wide variety of factors considered, the AJSB board of directors did not believe it practicable, nor did it attempt, to quantify or otherwise assign relative weight to the specific factors it considered in reaching its decision.

The AJSB board also recommends that you vote “FOR” the Adjournment Proposal.

No Appraisal Rights

Pursuant to the terms of AJSB’s articles of incorporation, as permitted under the Maryland General Corporation Law, AJSB’s stockholders do not have appraisal rights in connection with the merger.

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Voting Agreements (page 68)

As of [_____], 2018, AJSB’s directors and executive officers owned and had the power to vote 174,032 shares of AJSB common stock, which represents approximately 8.1% of the issued and outstanding shares of AJSB common stock. In connection with the execution of the Merger Agreement, all of the executive officers and directors of AJSB executed a voting agreement pursuant to which they agreed to vote their 174,032 shares in favor of the merger. A copy of that voting agreement is attached as Appendix C to this proxy statement/prospectus.

Opinion of AJSB’s Financial Advisor (page 52)

In connection with the merger, AJSB’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated July 30, 2018, to the AJSB board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by the holders of AJSB common stock in the proposed merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix B to this proxy statement/prospectus. The opinion was for the information of, and was directed to, the AJSB board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of AJSB to engage in the merger or enter into the Merger Agreement or constitute a recommendation to the AJSB board in connection with the merger, and it does not constitute a recommendation to any holder of AJSB common stock as to how to vote in connection with the merger or any other matter.

Reasons for the Merger (page 48)

The AJSB board of directors believes that the merger and the Merger Agreement are advisable and fair to, and in the best interests of, AJSB and its stockholders and, therefore, the board of directors recommends that AJSB’s stockholders vote “FOR” the proposal to approve and adopt the Merger Agreement. In reaching its decision, the AJSB board of directors considered many factors, including the factors described under the heading “The Merger – AJSB’s Reasons for the Merger; Board Recommendation” beginning on page 48.

Regulatory Approvals (page 83)

Under the terms of the Merger Agreement, the merger cannot be completed until NWIN receives necessary regulatory approvals, which include a waiver from the Federal Reserve Bank of Chicago (“FRB”) of the application requirements for the merger of AJSB into NWIN, and the approvals of the FDIC and IDFI of the merger of AJS Bank into Peoples Bank. In addition, Peoples Bank must provide prior notice to the IDFI of the payment of a dividend from Peoples Bank to NWIN for the purpose of paying the cash portion of the merger consideration. As of the date of this proxy statement/prospectus, NWIN has filed the required applications with the FDIC and IDFI for the approval of the merger. NWIN expects to submit the notice to the IDFI of the payment of the dividend from Peoples Bank to NWIN in October 2018. On September 26, 2018, NWIN filed with the FRB a request for confirmation that no formal application is required to be submitted to the FRB for the transactions contemplated by the Merger Agreement. NWIN anticipates that the FRB will approve this request during October 2018. Although we believe that we will be able to obtain these regulatory approvals and waivers, there can be no assurance that all requisite approvals and waivers will be obtained or that they will be obtained within the time period we anticipate.

Conditions to the Merger (page 76)

The obligation of NWIN and AJSB to consummate the merger is subject to the satisfaction or, in certain circumstances, waiver, on or before the completion of the merger, of a number of conditions, including, but not limited to:

the Merger Agreement must receive the requisite approval of AJSB’s stockholders;
approval of the transaction by the appropriate regulatory authorities, and such approvals do not contain any conditions which NWIN’s board of directors reasonably determines in good faith would have a material adverse effect on NWIN, or reduce the benefits of the merger to such a degree that NWIN would not have entered into the Merger Agreement;

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the accuracy of the representations and warranties of the other party under the Merger Agreement (subject to the materiality standards set forth in the Merger Agreement) as of the date of the Merger Agreement and as of the effective date of the merger;
the covenants made by the parties must have been fulfilled or complied with in all material respects at or prior to the effective time of the merger;
the parties must have received the respective closing deliveries of the other parties to the Merger Agreement;
NWIN must have registered its shares of common stock to be issued to the stockholders of AJSB pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Registration Statement on Form S-4, of which this proxy statement/prospectus is a part, relating to the NWIN shares to be issued pursuant to the Merger Agreement, must have been declared effective by the Securities and Exchange Commission (“SEC”), and no stop order suspending the effectiveness of the Registration Statement shall have been issued or threatened by the SEC;
the boards of directors of NWIN and AJSB must have received an opinion from their respective legal counsel to the effect that the merger will qualify as a “reorganization” for purposes of Section 368(a) of the Code;
AJS Bank shall have provided notice of termination to Fiserv Solutions, Inc. (“Fiserv”) under that certain Master Agreement, dated January 1, 2014 between AJS Bank and Fiserv; and
there shall be no legal proceedings that has or would reasonably be expected to have a material adverse effect on AJSB or NWIN initiated seeking to prevent the completion of the merger.

For a further description of the conditions necessary to the completion of the merger, see “The Merger Agreement – Conditions to the Merger” beginning on page 76. We cannot be certain when, or if, the conditions to the merger will be satisfied or waived or that the merger will be completed.

Termination (page 80)

NWIN or AJSB may mutually agree at any time to terminate the Merger Agreement without completing the merger, even if AJSB’s stockholders have approved it. Also, either party may decide, without the consent of the other party, to terminate the Merger Agreement under specified circumstances, including if the merger is not consummated by March 31, 2019, if the required regulatory approvals have been denied, or if AJSB’s stockholders do not approve the Merger Agreement at the Special Meeting. In addition, either party may terminate the Merger Agreement if there is a breach of the agreement by the other party that would cause the failure of conditions to the terminating party’s obligation to close, unless the breach is capable of being cured and is cured within twenty business days of notice of the breach (provided that, the party seeking to terminate the Merger Agreement is not then in material breach of any representation, warranty, covenant, or other agreement contained in the Merger Agreement). Each party also has the right to terminate the Merger Agreement under certain conditions related to AJSB’s receipt of a third-party acquisition proposal. In addition, NWIN has the right to terminate the Merger Agreement if a quorum could not be convened at the Special Meeting.

Additionally, AJSB has the right to terminate the Merger Agreement during the five-business day period following the date that is the 15th business day prior to the scheduled closing date of the merger if NWIN’s volume-weighted average common stock closing price is below $34.37 per share, and the percentage decrease in the stock price of NWIN from the NWIN stock price used to determine the value of the merger consideration is more than 20% greater than the percentage decrease in the SNL Small Cap U.S. Bank and Thrift Index during the same period. NWIN has the right to prevent AJSB’s termination under those circumstances, however, by agreeing to increase the stock consideration pursuant to a formula set forth in the Merger Agreement.

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Termination Fee (page 81)

AJSB is required to pay NWIN a $1,557,000 termination fee under the following circumstances:

if NWIN terminates the Merger Agreement because AJSB’s board of directors fails to include its recommendation to approve the merger in the proxy statement/prospectus delivered to stockholders, or has withdrawn, modified, or changed its approval or recommendation of the Merger Agreement, or approves or publicly recommends an acquisition proposal with a third party, or AJSB has entered into or publicly announced an intention to enter into another acquisition proposal;
if either party terminates the Merger Agreement because it is not approved by the requisite vote of the stockholders of AJSB at the Special Meeting, or if NWIN terminates the Merger Agreement because a quorum could not be obtained at the Special Meeting, and, in each case, prior to the date of such termination, a third party acquisition proposal was made, and prior to the date that is twelve months after such termination, AJSB or AJS Bank enters into any acquisition agreement with a third party or an acquisition proposal is consummated;
if either party terminates the Merger Agreement because the consummation of the merger has not occurred by March 31, 2019, and (i) prior to the date of such termination an acquisition proposal was made by a third party, and (ii) prior to the date that is twelve months after such termination, AJSB or AJS Bank enters into any acquisition agreement or any acquisition proposal is consummated;
if NWIN terminates the Merger Agreement because an event occurs which is not capable of being cured prior to March 31, 2019 and would result in the conditions to NWIN’s obligation to close not being satisfied, or AJSB breaches or fails to perform any of its representations, warranties, or covenants, and such matters are the result of an intentional, willful, or grossly negligent breach or nonperformance by AJSB of any representation, warranty, or covenant in the Merger Agreement, and (i) prior to the date of such termination an acquisition proposal was made by a third party, and (ii) prior to the date that is twelve months after such termination, AJSB or AJS Bank enters into any acquisition agreement or any acquisition proposal is consummated; or
AJSB terminates the Merger Agreement because it receives a proposal, which its board of directors determines is superior to the merger with NWIN and the AJSB board approves such proposal, or it enters into a definitive agreement, agreement in principle, or letter of intent with respect to any such proposal.

Interests of Officers and Directors in the Merger that Are Different From Yours (page 85)

When AJSB’s stockholders consider the recommendation of the AJSB board of directors to approve the Merger Agreement and the merger, you should be aware that certain of AJSB’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of AJSB’s stockholders generally that may present actual or apparent conflicts of interest. AJSB’s directors were aware of these interests and took them into account in approving the Merger Agreement. These interests include, among other things: certain payments under mutual termination of change in control agreements for certain executive officers of AJSB related to the termination of their existing change in control agreements; a consulting agreement with NWIN for Jerry A. Weberling, AJSB’s Chief Executive Officer, President, and Chief Financial Officer; NWIN agreeing to honor change in control agreements with three non-executive officers of AJSB; and the continuation of director and officer indemnification and liability insurance protections. See “Interests of Certain Directors and Officers of AJSB in the Merger” beginning on page 85.

Accounting Treatment of the Merger (page 84)

The merger will be accounted for as a purchase transaction in accordance with United States generally accepted accounting principles.

Rights of Stockholders After the Merger (page 92)

When the merger is completed, AJSB’s stockholders owning at least 100 shares of AJSB common stock will receive NWIN stock as part of the merger consideration and will become NWIN shareholders, and their rights will then be governed by NWIN’s articles of incorporation and bylaws and applicable law. NWIN is organized

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under Indiana law and AJSB is organized under Maryland law. To review the differences in the rights of shareholders under each company’s governing documents, see “Comparison of the Rights of Shareholders” beginning on page 92.

Material Federal Tax Consequences of the Merger (page 88)

NWIN and AJSB expect the merger to qualify as a “reorganization” for U.S. federal income tax purposes. If the merger qualifies as a reorganization, then, in general, for U.S. federal income tax purposes:

a holder of AJSB common stock generally will recognize gain, but not loss, in an amount equal to the lesser of (1) the amount of cash received (excluding any cash received in lieu of a fractional share of NWIN common stock), or (2) the amount of gain “realized” in the merger. The amount of gain an AJSB stockholder “realizes” will equal the amount by which (a) the cash plus the fair market value of the NWIN common stock received, exceeds (b) the stockholder’s aggregate adjusted tax basis in the AJSB common stock; and
an AJSB stockholder will recognize gain or loss, if any, on any fractional share of NWIN common stock for which cash is received equal to the difference between the amount of cash received and the AJSB stockholder’s allocable tax basis in the fractional share.

This tax treatment may not apply to all AJSB stockholders. Determining the actual tax consequences of the merger to you can be complicated and will depend on your particular circumstances. AJSB stockholders should consult their own tax advisors for a full understanding of the merger’s tax consequences that are particular to each stockholder.

To review the tax consequences of the merger to AJSB’s stockholders in greater detail, please see the section “Material Federal Income Tax Consequences” beginning on page 88.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF NWIN

The following data is derived from NWIN’s audited annual historical financial statements and its unaudited financial statements at or for the periods indicated. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto of NWIN incorporated by reference into this proxy statement/prospectus. The following information is only a summary and is not necessarily indicative of results that may be expected for any future period.

(dollars in thousands,
except per share data)
At or for the
Six Months Ended
June 30,
At or for the year ended December 31,
 
2018
2017
2017
2016
2015
2014
2013
Statement of Income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total interest income
$
17,729
 
$
16,350
 
$
33,358
 
$
32,399
 
$
29,383
 
$
27,183
 
$
26,157
 
Total interest expense
 
2,018
 
 
1,177
 
 
2,592
 
 
2,345
 
 
2,013
 
 
1,820
 
 
1,730
 
Net interest income
 
15,711
 
 
15,173
 
 
30,766
 
 
30,054
 
 
27,370
 
 
25,363
 
 
24,427
 
Provision for loan losses
 
638
 
 
557
 
 
1,200
 
 
1,268
 
 
954
 
 
875
 
 
450
 
Net interest income after provision for loan losses
 
15,073
 
 
14,616
 
 
29,566
 
 
28,786
 
 
26,416
 
 
24,488
 
 
23,977
 
Noninterest income
 
4,652
 
 
3,745
 
 
7,752
 
 
7,613
 
 
6,850
 
 
6,074
 
 
5,359
 
Noninterest expense
 
13,873
 
 
12,328
 
 
25,488
 
 
24,709
 
 
23,616
 
 
21,015
 
 
19,821
 
Net noninterest expense
 
9,221
 
 
8,583
 
 
17,736
 
 
17,096
 
 
16,766
 
 
14,941
 
 
14,462
 
Income tax expenses
 
780
 
 
1,206
 
 
2,869
 
 
2,548
 
 
1,798
 
 
2,153
 
 
2,397
 
Net income
$
5,072
 
$
4,827
 
$
8,961
 
$
9,142
 
$
7,852
 
$
7,394
 
$
7,118
 
Basic earnings per common share
$
1.77
 
$
1.69
 
$
3.13
 
$
3.20
 
$
2.75
 
$
2.60
 
$
2.50
 
Diluted earnings per common share
$
1.77
 
$
1.69
 
$
3.13
 
$
3.20
 
$
2.75
 
$
2.60
 
$
2.50
 
Cash dividends declared per common share
$
0.59
 
$
0.57
 
$
1.15
 
$
1.11
 
$
1.06
 
$
0.97
 
$
0.85
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance Sheet:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
958,951
 
$
921,243
 
$
927,259
 
$
913,626
 
$
864,893
 
$
775,044
 
$
693,453
 
Loans receivable
 
646,288
 
 
600,944
 
 
620,211
 
 
583,650
 
 
571,898
 
 
488,153
 
 
437,821
 
Investment securities
 
238,164
 
 
240,748
 
 
244,490
 
 
233,625
 
 
233,350
 
 
213,600
 
 
194,296
 
Deposits
 
805,977
 
 
786,981
 
 
793,004
 
 
779,771
 
 
714,875
 
 
633,946
 
 
572,893
 
Borrowed funds
 
35,679
 
 
19,610
 
 
32,181
 
 
39,826
 
 
58,001
 
 
53,906
 
 
44,929
 
Total stockholders’ equity
 
90,577
 
 
89,308
 
 
92,060
 
 
84,108
 
 
80,909
 
 
76,165
 
 
66,761
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest Rate Spread During Period:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average effective yield on loans and investment securities
 
4.03
%
 
3.87
%
 
3.91
%
 
3.89
%
 
3.84
%
 
3.82
%
 
4.03
%
Average effective cost of deposits and borrowings
 
0.48
%
 
0.29
%
 
0.32
%
 
0.30
%
 
0.28
%
 
0.27
%
 
0.28
%
Interest rate spread
 
3.55
%
 
3.58
%
 
3.59
%
 
3.59
%
 
3.56
%
 
3.55
%
 
3.75
%
Net interest margin
 
3.35
%
 
3.59
%
 
3.61
%
 
3.61
%
 
3.58
%
 
3.57
%
 
3.77
%
Return on average assets
 
1.08
%
 
1.07
%
 
0.98
%
 
1.03
%
 
0.96
%
 
0.97
%
 
1.03
%
Return on average equity
 
11.12
%
 
10.97
%
 
9.90
%
 
10.65
%
 
9.90
%
 
10.14
%
 
10.17
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Certain Ratios and Other Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common equity tier 1 capital to risk-weighted assets
 
13.0
%
 
13.0
%
 
12.9
%
 
13.1
%
 
12.4
%
 
N/A
 
 
N/A
 
Tier 1 capital to risk-weighted assets
 
13.0
%
 
13.0
%
 
12.9
%
 
13.1
%
 
12.4
%
 
13.6
%
 
14.3
%
Total capital to risk-weighted assets
 
14.1
%
 
14.1
%
 
14.0
%
 
14.3
%
 
13.5
%
 
14.8
%
 
15.6
%
Tier 1 capital to adjusted average assets
 
9.8
%
 
9.5
%
 
9.6
%
 
9.2
%
 
9.0
%
 
9.2
%
 
10.0
%
Allowance for loan losses to total loans
 
1.15
%
 
1.18
%
 
1.21
%
 
1.32
%
 
1.22
%
 
1.30
%
 
1.64
%
Allowance for loan losses to non-performing loans
 
177.65
%
 
126.88
%
 
143.26
%
 
126.10
%
 
124.66
%
 
114.83
%
 
181.81
%
Non-performing loans to total loans
 
0.65
%
 
0.93
%
 
0.84
%
 
1.05
%
 
0.98
%
 
1.10
%
 
0.90
%
Total loan accounts
 
5,635
 
 
5,685
 
 
5,680
 
 
5,655
 
 
5,628
 
 
5,140
 
 
4,472
 
Total deposit accounts
 
31,641
 
 
31,186
 
 
31,080
 
 
31,175
 
 
30,968
 
 
28,955
 
 
29,861
 
Total branches (all full service)
 
16
 
 
16
 
 
16
 
 
16
 
 
16
 
 
14
 
 
12
 

13

TABLE OF CONTENTS

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AJSB

The following tables set forth certain information and other data of AJSB at and for the periods indicated. The selected financial information presented below is derived in part from AJSB’s consolidated financial statements. The following information is only a summary and you should read it in conjunction with AJSB’s consolidated financial statements and notes beginning on page F-1, and in conjunction with AJSB’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AJS Bancorp, Inc.” beginning on page 120. The information as of and for each of the two years ended December 31, 2017 and 2016 is derived in part from the audited consolidated financial statements of AJSB that appear in this proxy statement/prospectus. The information as of and for the six months ended June 30, 2018 and 2017 is unaudited. However, in the opinion of management of AJSB, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. The following information is only a summary and is not necessarily indicative of results that may be expected for any future period.

 
At June 30,
2018
At December 31,
 
2017
2016
 
(In thousands)
Selected Financial Condition Data:
 
 
 
 
 
 
 
 
 
Total assets
$
191,829
 
$
193,070
 
$
202,055
 
Cash and cash equivalents
 
34,013
 
 
35,830
 
 
31,256
 
Securities available for sale
 
46,748
 
 
40,196
 
 
44,286
 
Loans, net
 
98,324
 
 
104,082
 
 
113,009
 
Bank owned life insurance
 
6,337
 
 
6,252
 
 
6,078
 
Deposits
 
156,782
 
 
156,871
 
 
165,204
 
Stockholders’ equity
 
31,348
 
 
31,664
 
 
32,034
 
 
For the Six Months Ended
June 30,
For the Years Ended
December 31,
 
2018
2017
2017
2016
 
(In thousands)
Selected Operating Data:
 
 
 
 
 
 
 
 
 
 
 
 
Total interest income
$
2,543
 
$
2,509
 
$
5,023
 
$
4,994
 
Total interest expense
 
281
 
 
242
 
 
496
 
 
504
 
Net interest income
 
2,262
 
 
2,267
 
 
4,527
 
 
4,490
 
Provision (credit) for loan losses
 
(50
)
 
125
 
 
170
 
 
(150
)
Net interest income after provision for loan losses
 
2,312
 
 
2,142
 
 
4,357
 
 
4,640
 
Total non-interest income
 
233
 
 
301
 
 
579
 
 
679
 
Total non-interest expense
 
2,120
 
 
2,198
 
 
4,535
 
 
4,578
 
Income before income taxes
 
425
 
 
245
 
 
401
 
 
741
 
Income tax expense
 
102
 
 
72
 
 
596
 
 
208
 
Net income (loss)
$
323
 
$
173
 
$
(195
)
$
533
 
Net income (loss) per share – basic and diluted
$
0.16
 
$
0.08
 
$
(0.09
)
$
0.27
 

14

TABLE OF CONTENTS

 
At or For the
Six Months Ended
June 30,
At or For the
Year Ended
December 31,
 
2018
2017
2017
2016
 
(In thousands)
Selected Financial Ratios and Other Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Return (loss) on assets (ratio of net income (loss) to average assets)
 
0.34
%
 
0.17
%
 
(0.10
)%
 
0.26
%
Return (loss) on equity (ratio of net income (loss) to average equity)
 
2.06
 
 
1.08
 
 
(0.61
)
 
1.61
 
Average equity to average assets
 
16.36
 
 
15.80
 
 
16.03
 
 
16.20
 
Equity to assets at end of period
 
16.34
 
 
16.15
 
 
16.40
 
 
15.85
 
Interest rate spread(1)
 
2.48
 
 
2.32
 
 
2.36
 
 
2.29
 
Net interest margin(2)
 
2.60
 
 
2.41
 
 
2.44
 
 
2.37
 
Average interest-earning assets to average interest-bearing liabilities
 
135.19
 
 
132.87
 
 
132.77
 
 
130.89
 
Total non-interest expenses to average assets
 
2.20
 
 
2.16
 
 
2.26
 
 
2.23
 
Efficiency ratio(3)
 
84.97
 
 
85.59
 
 
88.82
 
 
88.57
 
Dividend payout ratio(4)
 
69.04
 
 
116.18
 
 
N/A
 
 
264.54
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset Quality Data and Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming loans
$
1,292
 
$
1,528
 
$
1,160
 
$
1,501
 
Other real estate owned
 
222
 
 
40
 
 
267
 
 
103
 
Non-performing assets
 
1,514
 
 
1,568
 
 
1,427
 
 
1,604
 
Non-performing loans as a percent of total loans(5)
 
1.31
%
 
1.40
%
 
1.11
%
 
1.32
%
Non-performing assets as a percent of total assets(5)
 
0.79
 
 
0.79
 
 
0.74
 
 
0.79
 
Allowance for loan losses as a percent of total loans
 
0.76
 
 
0.77
 
 
0.74
 
 
0.73
 
Allowance for loan losses as a percent of non-performing loans
 
57.89
 
 
54.78
 
 
67.07
 
 
54.96
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Regulatory Capital Ratios (Bank Only):
 
 
 
 
 
 
 
 
 
 
 
 
Total capital to risk-weighted assets
 
37.00
 
 
36.22
 
 
37.72
 
 
34.46
 
Tier I capital to risk-weighted assets
 
36.05
 
 
35.18
 
 
36.71
 
 
33.47
 
Common equity Tier I capital to risk-weighted assets
 
36.05
 
 
35.18
 
 
36.71
 
 
33.47
 
Tier I capital to adjusted total assets
 
15.14
 
 
14.01
 
 
14.54
 
 
13.84
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of:
 
 
 
 
 
 
 
 
 
 
 
 
Banking offices
 
3
 
 
3
 
 
3
 
 
3
 
Full time equivalent employees
 
37
 
 
38
 
 
38
 
 
38
 
(1) Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost on interest-bearing liabilities.
(2) Net interest margin represents net interest income as a percentage of average interest-earning assets.
(3) Efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and total non-interest income.
(4) The dividend payout ratio represents total dividends declared divided by net income.
(5) Non-performing loans consist of non-accrual loans, non-accruing troubled debt restructurings and accruing loans greater than 90 days delinquent, while non-performing assets consist of non-performing loans and other real estate owned.

15

TABLE OF CONTENTS

Unaudited Per Share Equivalent Information

The following table sets forth the book value per share, cash dividends per share, and basic and diluted earnings per common share data for each of NWIN and AJSB on a historical basis, for NWIN on a pro forma combined basis, and on a pro forma combined basis per AJSB equivalent share.

The pro forma data gives effect to: (i) the acquisition by NWIN of First Personal Financial Corp. (“First Personal”); (ii) the issuance of a number of shares of NWIN common stock and cash to the stockholders of First Personal in connection with that acquisition; (iii) the proposed acquisition of AJSB; and (iv) the proposed issuance of a number of shares of NWIN common stock and cash to the stockholders of AJSB in connection with the merger. For purposes of presenting pro forma basic and diluted earnings per share, cash dividends per share, and book value per share, the comparative pro forma data assume that the First Personal acquisition and the merger of NWIN and AJSB were effective on December 31, 2017 and June 30, 2018, as applicable. The data in the column “Pro Forma Equivalent Per AJSB Share” shows the effect of the merger from the perspective of an owner of AJSB common stock, and was obtained by multiplying the Combined Pro Forma Amounts for NWIN by the exchange ratio of 0.2030. The pro forma financial information in the table below is provided for illustrative purposes, does not include any projected cost savings, revenue enhancements, or other possible financial benefits of the merger to the combined company, and does not attempt to suggest or predict future results.

This information does not purport to reflect what the historical results of the combined company would have been had AJSB and NWIN been combined during these periods.

 
NWIN
Historical
Adjusted
NWIN
Historical(1)
AJSB
Historical
Combined
Pro Forma
Amounts for
NWIN
Pro Forma
Equivalent
Per AJSB
Share
Book value per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
at June 30, 2018
$
31.58
 
$
31.03
 
$
14.58
 
$
31.96
 
$
6.49
 
at December 31, 2017
$
32.14
 
$
31.55
 
$
14.73
 
$
32.42
 
$
6.58
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash dividends per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2018
$
0.59
 
$
0.59
 
$
0.11
 
$
0.59
 
$
0.12
 
Year ended December 31, 2017
$
1.15
 
$
1.15
 
$
0.20
 
$
1.15
 
$
0.23
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings (loss) per share: