As filed with the Securities and Exchange Commission on May 29, 1996.
Registration No. 33-86094
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NATIONAL PENN BANCSHARES, INC.
(Exact name of registrant as specified in charter)
Pennsylvania 23-2215075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Lawrence T. Jilk, Jr.
President and Chief Executive
Officer
National Penn Bancshares,Inc.
Philadelphia & Reading Avenues Philadelphia & Reading Avenues
Boyertown, PA 19512 Boyertown, PA 19512
(610) 369-6130 (610) 369-6130
Address, including zip code, (Name, address, including zip
and telephone number, code, and telephone number,
including area code, of including area code, of
registrant's principal agent for service)
executive offices)
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Copies to:
H. Anderson Ellsworth, Esquire
1150 Berkshire Boulevard
Suite 230
Wyomissing, PA 19610
(610) 374-1135
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
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The Prospectus that forms a part of this Registration Statement also
applies to Registration Statement No. 33-47067 in accordance with Rule 429(b).
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<PAGE>
Prospectus
NATIONAL PENN BANCSHARES, INC.
Dividend Reinvestment Plan
Shares of Common Stock
($2.50 Par Value)
The Dividend Reinvestment Plan (the "Plan") of National Penn Bancshares,
Inc. (the "Company") provides holders of the Company's common shares a
convenient way to purchase additional common shares of the Company by permitting
participants in the Plan to have cash dividends on all of their shares
automatically reinvested.
Participation in the Plan is entirely voluntary so that shareholders may
join the Plan and terminate their participation at any time.
This Prospectus reflects several amendments to the Plan, including changes
in the eligibility requirements for Plan participation. Effective June 1, 1996,
a shareholder is required to hold at least fifty shares in order to enroll in
the Plan. Once enrolled, the shareholder must maintain ownership of at least
fifty shares. In order to implement this change in a fair and equitable manner,
shareholders participating in the Plan on June 1, 1996 with fewer than fifty
shares will not be subject to the fifty share participation requirement until
June 1, 1998 and may make voluntary cash purchases of stock under the Plan
during such period to achieve compliance with this requirement. Shareholders
presently participating in the Plan with fifty or more shares need not take any
action to continue Plan participation.
The Company is authorized to sell up to 1,000,000 common shares under the
Plan. Of these shares, 553,459 shares were purchased prior to the date of this
Prospectus. This Prospectus relates to the remaining 446,541 of such shares. It
is suggested that this Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Dated: May 31, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information filed
by the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549, and at the Commission's Regional Offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained form the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the request of any such person, a copy of
any or all of the documents referred to under "DOCUMENTS INCORPORATED BY
REFERENCE" which have been incorporated in this Prospectus by reference, other
than exhibits to such documents. Requests for such copies should be directed to
Sandra L. Spayd, Corporate Secretary, National Penn Bancshares, Inc., P.O. Box
547, Philadelphia and Reading Avenues, Boyertown, Pennsylvania 19512. Telephone
requests may be directed to 1-800- 822-3321, ext. 6291, or 610-369-6291.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
2. Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1996.
3. Description of the Company's common shares contained in Registration
Statement on Form 8-A dated February 24, 1983.
4. Description of the Company's Shareholder Rights Plan contained in
Registration Statement on Form 8-A dated September 11, 1989.
All documents subsequently filed by the Company pursuant to Sections 12(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the
termination of the offering of common stock covered by this Prospectus, shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing of such documents. Any statement contained in
<PAGE>
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
[This space intentionally left blank.]
<PAGE>
THE COMPANY
The Company is a registered bank holding company headquartered in
Boyertown, Pennsylvania. The Company's wholly-owned banking subsidiary is
National Penn Bank, Boyertown, Pennsylvania. The Company's other wholly-owned
subsidiaries are Investors Trust Company, a Pennsylvania trust company; National
Penn Investment Company, a Delaware investment company that invests in and holds
certain intangible investments; and National Penn Life Insurance Company, an
Arizona insurance company formed to reinsure credit life and accident and health
insurance in connection with loans made by National Penn Bank.
As a bank holding company, the Company is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended.
In addition to the Federal Reserve Board, National Penn Bank is subject to
regulation and supervision by the Office of the Comptroller of the Currency, and
Investors Trust Company is subject to regulation and supervision by the
Pennsylvania Department of Banking. The principal source of funds for the
payment of dividends by the Company is dividends paid by the Company's
subsidiaries. The amount of dividends that each subsidiary of the Company may
pay is limited by state and federal laws and regulations.
The Company's executive offices are located at Philadelphia and Reading
Avenues, Boyertown, Pennsylvania 19512 (telephone: 1-800-822-3321, ext. 6291, or
610-369-6291).
AMENDMENTS TO THE PLAN
The Company's Board of Directors has amended the Dividend Reinvestment Plan
("Plan"), effective June 1, 1996, to (1) permit beneficial holders to
participate in the Plan through arrangements made by record holders of their
stock, (2) require shareholders to own at least fifty shares in order to
participate in the Plan, (3) permit present Plan participants until June 1, 1998
to comply with the fifty share participation requirement, with the right to make
voluntary cash purchases of stock through the Plan solely for that purpose, (4)
permit record shareholders, whether or not Plan participants, with less than
fifty shares to sell all of their shares through the Plan prior to June 1, 1998,
and (5) permit the direct transfer or sale of shares held in Plan accounts. No
other material amendments to the Plan were made.
A shareholder who is currently participating in the Plan and who meets the
fifty share participation requirement need not take any action to remain
enrolled in the Plan.
A shareholder who is currently participating in the Plan and who does not
meet the fifty share participation requirement must increase his ownership to
such level by June 1, 1998 or his Plan
<PAGE>
account will be terminated on that date. Upon any such termination, a
certificate for the whole shares in such account will be mailed to the former
participant, together with a check for any fractional share.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Plan.
Purpose
1. What is the purpose of the Plan?
The Plan provides holders of record and beneficial holders of the Company's
common shares the opportunity to automatically reinvest their dividends to
purchase additional common shares of the Company.
Advantages to Participants
2. What are the advantages of the Plan to participants?
Participants in the Plan may purchase common shares of the Company
quarterly with reinvested cash dividends on all of the common shares owned by
them.
No brokerage commission is paid by participants in connection with
purchases under the Plan from the Company's authorized but unissued common
shares. Participants, however, will be charged the actual cost (including
brokerage commission) of shares purchased in the open market. Full investment of
funds is possible under the Plan because the Plan permits fractions of shares,
as well as full shares, to be credited to a participant's account and
automatically reinvested in additional common shares.
All common shares of the Company purchased for Plan accounts will be held
in safekeeping free of charge by the Administrator (see question 3) unless a
certificate of such shares is requested in writing by the participant. The
Administrator, as an additional service to Plan participants, will hold other
certificates for common shares registered in the name of the participant for
safekeeping (see question 21).
Administration
3. Who administers the Plan?
Mellon Securities Trust Company (the "Administrator") administers the Plan,
keeps records, sends statements of account to participants and performs other
duties relating to the Plan. All correspondence relating to the Plan should be
directed to:
<PAGE>
Mellon Securities Trust Company
c/o Chemical Mellon Securities Transfer Services
Dividend Reinvestment Services
P.O. Box 750
Pittsburgh, PA 15230
Shareholders with questions about the Plan should contact the Administrator
directly at 1-800-526-0801.
The Administrator may from time to time engage another entity affiliated
with it or an independent party as its agent to perform certain functions on
behalf of the Administrator. In any such case, the Administrator will provide
participants with notice to the extent appropriate.
The Company may at any time designate a successor administrator for the
Plan.
Participation
4. Who is eligible to participate?
Holders of record and beneficial holders of common shares of the Company
are eligible to participate in the Plan, provided they own fifty or more common
shares. Such fifty shares may be held (a) in certificate form, (b) in an account
established under the Plan, (c) on the shareholder's behalf by a record holder,
or (d) in a combination of the foregoing.
Prior to June 1, 1996, a holder of record of common shares of the Company
could participate in the Plan irrespective of the number of shares held. In
order to implement the fifty share participation requirement in a fair and
equitable manner, persons enrolled in the Plan on June 1, 1996 holding less than
fifty shares will not be subject to this requirement until June 1, 1998. In
order to increase his ownership to at least the fifty share level, such a
participant (and only such a participant) may make voluntary cash payments to
the Administrator, in any amount from $100 to $1,500 maximum (in the aggregate)
through the May 1998 dividend payment date, for investment under the Plan. Any
such payment shall be made by check payable as required by the Administrator.
Any such payment will be used to purchase common shares of the Company (see
questions 10 and 11) on or after the next dividend payment date following the
Administrator's receipt of such payment in collected funds. No interest will be
paid on voluntary cash payments regardless of when they are received. This
provision of the Plan expires on the May 1998 dividend payment date. Any such
investment requested after that date will not be made.
5. How does a shareholder join the Plan?
A holder of record desiring to participate in the Plan must submit a
properly signed Authorization Form to the Administrator in the form required by
the Administrator. Authorization forms may be
<PAGE>
obtained at any time by contacting the Administrator (see question 3).
A beneficial holder desiring to participate in the Plan must either become
a holder of record by having shares transferred into his own name or arrange
with the record holder (e.g., a broker or bank nominee) to participate in the
Plan on his behalf. In the latter case, the beneficial holder will not have a
Plan account administered by the Administrator; instead, the beneficial holder
must deal with and through the record holder.
6. When may a shareholder join the Plan?
A shareholder may join the Plan at any time provided he meets the fifty
share participation requirement. See question 4.
Dividends on all participating shares will be reinvested on the next cash
dividend payment date (see question 10) after the Administrator receives the
authorization form or after completion of other arrangements by a record holder
satisfactory to the Company and the Administrator, provided the form is received
or such arrangements are made on or before the applicable dividend record date,
and provided further that the fifty share participation requirement is then met.
Otherwise, purchases of common shares under the Plan will begin on the next
subsequent reinvestment date. It is anticipated that the record date for
dividend payments will be the last business day of January, April, July, and
October.
7. What does the authorization form provide?
By signing and returning the authorization form to the Administrator, a
participant directs the Administrator to reinvest dividends on all common shares
held of record by the participant in additional common shares of the Company.
Cash dividends on shares credited to a participant's account, including cash
proceeds of fractional shares as a result of stock dividends, under the Plan are
automatically reinvested to purchase additional common shares.
Records
8. What reports will be sent to participants?
The Administrator will send each participant (other than beneficial holders
participating through arrangements made by record holders on their behalf) a
quarterly statement of the participant's account describing, among other things,
cash dividends, the number of the Company's common shares purchased, the price
per share, and total shares accumulated under the Plan and held by the
Administrator in the account. The statement will also indicate the number of
shares registered in a participant's name.
In addition, each such participant will receive copies of the Company's
annual and quarterly reports to shareholders, proxy
<PAGE>
materials, and other correspondence sent to shareholders generally. Each such
participant will also receive any supplements to or updates of the current
Prospectus for the Plan.
Cost
9. Are there any expenses to participants in connection with
purchases under the Plan?
There are no brokerage fees charged to participants in connection with
purchases of common shares from the Company. Participants are charged the actual
cost (including brokerage commission) of common shares purchased in the open
market. All decisions whether to purchase shares from the Company or in the open
market are made by the Company. All other costs of administration of the Plan
will be paid by the Company.
Purchases
10. How will purchases be made and at what price?
On each cash dividend payment date, the Company will pay to the
Administrator the total amount of dividends payable on a participant's common
shares (including the common shares held by the Administrator under the Plan),
and the Administrator will use that amount to purchase common shares from the
Company for the account of the participant. The price of common shares purchased
from the Company will be the "fair market value" of such shares, which shall be
the closing sale price of such shares on the cash dividend payment date, as
reported on the Nasdaq National Market; if no sale of such shares occurred on
that day, "fair market value" shall be determined by reference to such closing
sale price on the next preceding day on which a sale occurred. If a cash
dividend payment date falls on a Saturday, Sunday, or holiday, fair market value
of the shares will be based upon the price at the close of business on the
preceding Friday or business day, as the case may be.
The Company reserves the right to direct the Administrator from time to
time to purchase common shares of the Company in the open market. Open market
purchases will be made as soon as possible after the applicable cash dividend
payment date, but not more than 30 days after such date. The purchase price to a
participant of shares purchased in the open market will be the cost (including
brokerage commission) to the Administrator of such purchases. In the event that
any shares are purchased under the Plan in the open market, no shares will be
allocated to a participant's account until the date on which the Administrator
has purchased sufficient shares from the Company and in the open market to cover
the quarterly purchases for all participants in the Plan. In such event, the
purchase price per share to all participants will be based on the weighted
averages of the prices of all shares purchased from the Company and in the open
market.
<PAGE>
11. How many common shares will be purchased for participants?
Each Plan account will be credited with the number of full and fractional
common shares equal to the amount to be invested divided by the applicable
purchase price (see question 10).
Dividends on Fractional Shares
12. Will participants be credited with dividends on fractional
shares?
Yes. Dividends on fractional shares will be credited to a Plan account and
shown on the quarterly statement.
Issuance of Shares
13. Will certificates be issued for common shares of the Company
purchased?
Common shares of the Company purchased by the Administrator for Plan
accounts will be registered in its name or in the name of its nominee, and
certificates for such shares will not be issued to participants unless requested
in writing. This procedure protects against loss, theft, or destruction of stock
certificates.
Certificates for any number of full shares credited to an account under the
Plan will be issued within two weeks after receipt of a written request to the
Administrator (see question 3) signed by the participant. Any remaining full and
fractional shares will continue to be held in the participant's account.
Certificates for fractional shares will not be issued under any circumstances.
Beneficial holder participants who wish to obtain certificates for shares
purchased on their behalf through the Plan must obtain them from their brokers
or other nominee holders of record.
Transfer of Shares
14. May participants transfer shares held in the Plan?
Yes. If a participant wishes to transfer the ownership of all or part of
the participant's shares held in his Plan account to another person, whether by
gift, private sale or otherwise, the participant may effect such transfer by
mailing to the Administrator written instructions, together with such other
signed documents as the Administrator may require, with "signatures guaranteed."
A commercial bank, trust company, securities broker-dealer, credit union or
savings and loan that is a member of the Medallion Signature Guarantee Program
or other eligible guarantor institution may guarantee signatures. Verification
by a Notary Public is not acceptable. Transfers must be made in whole share
amounts. Any participant who desires to make such a transfer
<PAGE>
should contact the Administrator at 1-800-526-0801 for specific requirements and
instructions.
Within two weeks after the Administrator's receipt of such instructions and
required documents, a certificate for the whole shares transferred will be
mailed to the transferee.
Beneficial holder participants who wish to transfer shares purchased on
their behalf through the Plan must do so through their brokers or other nominee
holders of record.
Sale of Shares
15. May participants sell shares held in the Plan?
Yes. If a participant wishes to sell all or part of the participant's
shares held in his Plan account, the participant may effect such sale by mailing
written instructions to the Administrator. Sales must be made in whole share
amounts.
The Administrator may sell such shares in any manner it deems to be
reasonable and appropriate. At its option, the Administrator may aggregate
shares to be sold on behalf of various Plan participants, sell any such shares
through a broker of its choosing (the Administrator being authorized to effect
sales through brokerage services provided by it or one of its affiliates) or in
a negotiated transaction without a broker (including a sale to the Company), and
the Administrator may purchase any such shares on behalf of other Plan
participants.
Any sale to the Company, or purchase by the Administrator on behalf of Plan
accounts, of shares being sold on behalf of Plan participants will be made at
the "fair market value" (see question 10) of the shares on the date of the
transaction.
Following any sale on behalf of a participant, the Administrator will mail
to the selling shareholder a check equal to his proportionate share of the net
proceeds of such sale (after deduction of brokerage commissions and other sale
costs, if any, paid or incurred by or payable by the Administrator).
Beneficial holder participants who wish to sell shares purchased on their
behalf through the Plan must do so through their brokers or other nominee
holders of record.
16. May participants sell shares held outside of the Plan?
Any record holder of shares who holds in the aggregate less than fifty
shares, whether or not he is a participant in the Plan, may have all (but not
less than all) his shares sold on his behalf by the Administrator, as described
in question 15. Any person desiring to make such a sale should contact the
Administrator (see question 3) for instructions concerning delivery of stock
certificates and required documents. This provision of the Plan
<PAGE>
expires on June 1, 1998. Any such sale requested after that date will not be
made.
Termination of Participation
17. How does a participant withdraw from the Plan?
A participant may terminate his Plan account at any time by mailing written
notice of termination to the Administrator. Dividends corresponding to a record
date occurring after the Administrator receives such notice will be sent
directly to the former participant.
Within two weeks after termination of a Plan account, a certificate for the
whole shares in such account will be mailed to the former participant, unless he
shall have requested the sale or transfer of such shares by the Administrator in
accordance with the Plan provisions governing sales and transfers. See questions
14 and 15. In every termination, fractional shares held in a participant's
account will be paid by check based on the "fair market value" (see question 10)
of the shares on the date of termination.
Beneficial holder participants who wish to withdraw from Plan participation
must do so through their brokers or other nominee holders of record.
18. May the Company terminate participation by a Plan participant?
Yes. The Plan provides that the account of any Plan participant who does
not meet the fifty share participation requirement on June 1, 1998 will be
terminated on that date.
The Company also reserves the right to terminate a shareholder's
participation at any time for any reason, including to minimize administrative
expense or to discourage misuse of the Plan.
Upon any such termination, a certificate for the whole shares in such
account will be mailed to the former participant, together with a check for any
fractional share (valued as described at question 17).
19. What happens if a participant sells or transfers all shares
held in certificate form?
If a participant disposes of all shares registered in his name on the books
of the Company, the Administrator will continue to reinvest the dividends on
shares held in the participant's Plan account (if the fifty share participation
requirement continues to be met), unless the Company directs the Administrator
to terminate such person's account.
<PAGE>
20. Can a participant re-enter the Plan after terminating participation?
Yes. A shareholder may rejoin the Plan at any time upon submitting a new
authorization form, provided he meets the fifty share participation requirement.
Custody Service
21. May participants send their stock certificates to the Administrator
for safekeeping?
As an additional service to participants with Plan accounts, a participant
may deposit any or all certificates for common shares registered in the name of
the participant with the Administrator for safekeeping. If a participant wishes
to use this service, the participant should complete the appropriate box on the
enclosed participant Authorization card and return it to the Administrator (at
the address set forth in question 3) together with the certificate or
certificates and a check in the amount of $10.00 made payable as required by the
Administrator.
Participants may withdraw some or all of their shares from the
Administrator's custody at any time by requesting in writing that a certificate
be issued for some or all of the full shares held by the Administrator (see
question 3).
Other Information
22. May the Plan be changed or discontinued?
The Company reserves the right to amend the plan from time to time and to
terminate the Plan at any time upon written notice of any such amendment or
termination mailed to each participant at the address which appears on the
Administrator's records.
23. What are the federal income tax consequences of participation in the Plan?
When shares are acquired for a participant's account directly from the
Company, the participant will be treated as having received a dividend equal to
the fair market value of the shares purchased (i.e., the number of shares
purchased on his behalf multiplied by the fair market value per share on the
dividend payment date). The "fair market value" of a share on any dividend
payment date for tax purposes is not necessarily equal to the "fair market
value" at which such shares were purchased under the Plan.
When shares are acquired for a participant's account in the open market,
the participant will be treated as having received a dividend equal to the
amount of cash used to purchase shares on his behalf (i.e., the number of shares
purchased on his behalf multiplied by the average price per share paid by the
Administrator (including brokerage commissions)).
<PAGE>
24. When and how are gains and losses determined?
A participant will realize a gain or loss whenever full shares purchased
under the Plan are sold or whenever the participant receives a cash payment for
a fractional share credited to the participant's account. The amount of gain or
loss will be the difference between the amount received by the participant for
the participant's full or fractional shares and the participant's tax basis
therefor. The tax basis of a share acquired for a participant's account directly
from the Company will equal its "fair market value" as defined for tax purposes.
The tax basis of a share acquired for a participant's account in the open market
will equal its purchase price (including brokerage commission).
25. When does the holding period begin?
The holding period for common shares acquired under the Plan will begin on
the day following the determination date. The "determination date" will be (i)
the cash dividend payment date where shares are purchased only from the Company
during the quarter or (ii) the date on which shares are allocated to a
participant's account where any shares are purchased in the open market during
the quarter as described in question 10.
All participants in the Plan are urged to consult their own tax advisers to
determine the particular tax consequences which may result from their
participation in the Plan and the subsequent disposal of common shares of the
Company acquired under the Plan.
26. How is a rights offering, stock dividend, or stock split handled under
the Plan?
If the Company sells additional common shares through a rights offering,
the rights will be forwarded to the participants for their disposition.
Likewise, any stock dividend or shares resulting from a stock split in respect
of a participant's shares held under the Plan will be credited to the
participant's account.
27. How will a participant's shares held under the Plan be voted?
Shares held by the Administrator for a participant will be voted as the
participant directs. A proxy card will be sent to each participant in the case
of any annual or special meeting of shareholders, as in the case of any
shareholder not participating in the Plan. This proxy card will cover all shares
registered in a participant's name, as well as full and fractional shares held
by the Administrator for a participant's account under the Plan.
28. What is the responsibility of the Company and the Administrator under
the Plan?
Neither the Company nor the Administrator shall be liable under the Plan
for any act performed by it in good faith or for any good faith omission to act,
including, without limitation, any
<PAGE>
claims of liability (i) arising out of failure to terminate a participant's
account upon the participant's death prior to receipt of notice in writing of
such death, and (ii) with respect to the prices at which common shares of the
Company are purchased for the participant's account and the times such purchases
are made.
USE OF PROCEEDS
The Company does not know the number of common shares that will ultimately
be purchased under the Plan nor the prices at which such shares will be
purchased. To the extent that shares are purchased from the Company and not in
the open market, the Company intends to add the proceeds it receives from such
sales to its general funds to be used for general corporate purposes.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees, and agents of the corporation against
liabilities they may incur in such capacities for any action taken or any
failure to act, whether or not the corporation would have the power to indemnify
the person under any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful misconduct.
Pennsylvania law also permits the adoption of a bylaw amendment, approved by
shareholders, providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any action unless
(1) the director has breached or failed to perform the duties of his or her
office and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The bylaws of the Company provide for (1) indemnification of directors,
officers, employees, and agents of the Company and of its subsidiaries, and (2)
the elimination of a director's liability for monetary damages, to the full
extent permitted by Pennsylvania law.
Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by the Company.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
<PAGE>
EXPERTS
The audited consolidated statements of the Company incorporated in this
Prospectus and Registration Statement by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1995, have been audited by
Grant Thornton, LLP, independent certified public accountants, whose report
thereon contained in such Annual Report on Form 10-K is also incorporated herein
by reference. Such financial statements have been incorporated herein by
reference in reliance upon such report of Grant Thornton, LLP given upon the
authority of such firm as experts in auditing and accounting.
<PAGE>
The common shares of National Penn Bancshares, Inc. offered hereby are not
the obligation of, or guaranteed or endorsed by, any bank. They do not
constitute a bank deposit and are not federally insured or protected by the U.S.
Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other governmental agency. Investment in common shares of National Penn
Bancshares, Inc., as with any investment in common stock, involves investment
risks, including the possible loss of principal.
--------------------
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
an implication that there has been no change in the affairs of the Company since
the date hereof. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom it
is unlawful to make such offer or solicitation.
--------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fees $ ----
Blue Sky Fees ----
Legal Services 7,000 *
Accounting Services 1,000 *
Plan Agent Fees 2,000 *
Printing Costs 1,000 *
Miscellaneous 1,000 *
------
Total $12,000 *
=======
--------------------
*Estimated
Item 15. Indemnification of Directors and Officers
Pennsylvania law provides that a Pennsylvania corporation may indemnify
directors, officers, employees, and agents of the corporation against
liabilities they may incur in such capacities for any action taken or any
failure to act, whether or not the corporation would have the power to indemnify
the person under any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful misconduct.
Pennsylvania law also permits the adoption of a bylaw amendment, approved by
shareholders, providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any action unless
(1) the director has breached or failed to perform the duties of his or her
office and (2) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The bylaws of the Registrant provide for (1) indemnification of directors,
officers, employees, and agents of the Registrant and of its subsidiaries, and
(2) the elimination of a director's liability for monetary damages, to the full
extent permitted by Pennsylvania law.
Directors and officers are also insured against certain liabilities for
their actions, as such, by an insurance policy obtained by the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
<PAGE>
Item 16. Exhibits
The following exhibits are included with this Registration Statement:
Exhibit Number Description
4.1 Articles of Incorporation, as amended, of National
Penn Bancshares, Inc. (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993).
4.2 Bylaws, as amended, of National Penn Bancshares,
Inc. (incorporated herein by reference to Exhibit
3.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996).
5 Opinion of H. Anderson Ellsworth, Esquire,
regarding legality of securities being registered
(previously filed).
23.1 Consent of Grant Thornton, LLP.
23.2 Consent of H. Anderson Ellsworth, Esquire, included
in Exhibit 5 (previously filed).
99.1 National Penn Bancshares,Inc. Amended and Restated
Dividend Reinvestment Plan.
99.2 National Penn Bancshares, Inc. Authorization Form
for Dividend Reinvestment Plan.
<PAGE>
UNDERTAKINGS
The undersigned Registrant hereby undertakes to file during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
The undersigned Registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 33-86094 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Borough of
Boyertown, Commonwealth of Pennsylvania, on May 22, 1996.
NATIONAL PENN BANCSHARES, INC.
(Registrant)
By Lawrence T. Jilk, Jr.
-------------------------------
Lawrence T. Jilk, Jr.,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 33-86094 has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title
Gary L. Rhoads
- ---------------------------- Treasurer May 22, 1996
Gary L. Rhoads (Principal Financial
and Accounting Officer)
John H. Body
- ---------------------------- Director May 22, 1996
John H. Body
- ---------------------------- Director May __, 1996
J. Ralph Borneman, Jr.
John J. Dau
- ---------------------------- Director May 22, 1996
John J. Dau
Lawrence T. Jilk, Jr.
- ---------------------------- Director, President May 22, 1996
Lawrence T. Jilk, Jr. and Chief Executive
Officer (Principal
Executive Officer)
Patricia L. Langiotti
- ---------------------------- Director May 22, 1996
Patricia L. Langiotti
Kenneth A. Longacre
- ---------------------------- Director May 22, 1996
Kenneth A. Longacre
Randall J. Nester
- ---------------------------- Director May 22, 1996
Randall J. Nester
<PAGE>
C. Robert Roth
- ---------------------------- Director May 22, 1996
C. Robert Roth
Wayne R. Weidner
- ---------------------------- Director and May 22, 1996
Wayne R. Weidner Executive
Vice President
Harold C. Wegman, D.D.S.
- ---------------------------- Director May 22, 1996
Harold C. Wegman, D.D.S.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Articles of Incorporation, as amended, of National Penn
Bancshares, Inc. (incorporated herein by reference to
Exhibit 3.1 to the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 1993).
4.2 Bylaws, as amended, of National Penn Bancshares, Inc.
(incorporated herein by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996).
5 Opinion of H. Anderson Ellsworth, Esquire, regarding
legality of securities being registered (previously
filed).
23.1 Consent of Grant Thornton, LLP.
23.2 Consent of H. Anderson Ellsworth, Esquire, included in
Exhibit 5 (previously filed).
99.1 National Penn Bancshares, Inc. Amended and Restated
Dividend Reinvestment Plan.
99.2 National Penn Bancshares, Inc. Authorization Form for
Dividend Reinvestment Plan.
EXHIBIT 23.1
Consent of Grant Thornton, LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 7, 1996 accompanying the
consolidated financial statements of National Penn Bancshares, Inc. and
Subsidiaries appearing in the Annual Report on Form 10-K for the year ended
December 31, 1995. We consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to the Registration Statement of National Penn
Bancshares, Inc. on Form S-3 (File No. 33-86094, effective November 7, 1994) of
the aforementioned report and to the use of our name as it appears under the
caption "Experts."
GRANT THORNTON, LLP
Philadelphia, Pennsylvania
May 29, 1996
EXHIBIT 99.1
NATIONAL PENN BANCSHARES, INC.
AMENDED AND RESTATED
DIVIDEND REINVESTMENT PLAN
1. The purpose of the National Penn Bancshares, Inc. (the "Company")
Dividend Reinvestment Plan (the "Plan") is to provide holders of record and
beneficial holders of the Company's Common Shares (the "Shares") the opportunity
to reinvest their dividends in Shares.
2. Mellon Securities Trust Company (the "Administrator") is hereby
appointed as Plan administrator and, by executing this Plan below, the
Administrator hereby accepts its appointment as administrator and agrees to the
terms and conditions of the Plan set forth herein. The Company may terminate the
Administrator's appointment at any time and appoint in its place another
corporation or bank to serve as Plan administrator.
3. Holders of record of Shares desiring to participate in the Plan must
submit a properly signed Authorization Form to the Administrator in the form
required by the Administrator. Beneficial holders of Shares desiring to
participate in the Plan must either become shareholders of record by having
shares transferred into their own names or arrange with the record holders
(e.g., a broker or bank nominee) to participate in the Plan on their behalf. A
shareholder of record or a beneficial holder must own fifty (50) or more Shares
in order to participate in the Plan. Such Shares may be held (a) in certificate
form, (b) in an account established under the Plan, (c) on his behalf by a
record holder, or (d) in a combination of the foregoing.
4. An applicant's participation in the Plan will begin on the first
dividend record date after the Administrator's receipt of the participant's
Authorization Form or after completion of other arrangements by a record holder
satisfactory to the Company and the Administrator, if the fifty (50) Share
participation requirement is then met.
5. Pursuant to a participant's authorization, the Company will pay
dividends on Shares held of record by the participant and on Shares held by the
Administrator under the Plan directly to the Administrator. As agent for the
participants, the Administrator will apply such dividends, cash proceeds of
fractional Shares resulting from stock dividends, and all voluntary cash
payments permitted by Section 14 hereof, to the purchase of whole and fractional
Shares from the Company's authorized but unissued Shares for the participants'
accounts. The price of Shares purchased from the Company will be equal to the
fair market value of such Shares on the dividend payment date. As used herein,
"fair market value" of the Shares shall be the closing sale price for such
shares as reported on the Nasdaq National Market; if no sale of Shares
1
<PAGE>
occurred on the dividend payment date, "fair market value" shall be determined
by reference to such closing sale price on the next preceding day on which a
sale occurred. No Shares shall be sold under the Plan at less than par value. If
a dividend payment date falls on a Saturday, Sunday or holiday, fair market
value of the Shares will be based upon quotations as of the close of business on
the preceding Friday or business day, as the case may be.
6. The Company reserves the right to direct the Administrator from time to
time to purchase Shares under the Plan in the open market. Open market purchases
shall be made as soon as practicable on or after the dividend payment date but
in no circumstances later than 30 days after such date. The purchase price to
participants for Shares purchased in the open market will be the cost (including
brokerage commission) to the Administrator of such purchases. Where any Shares
are purchased in the open market, no Shares shall be allocated to the
participants' accounts until the date on which the Administrator has purchased
sufficient Shares from the Company and in the open market to cover the quarterly
purchases for all participants in the Plan. In such event, the purchase price to
all participants shall be based on the weighted averages of the prices of all
Shares purchased from the Company and in the open market.
7. All shares purchased by the Administrator for Plan accounts shall be
held in its name or in the name of its nominee.
8. As soon as practicable after the quarterly purchase or purchases are
completed, the Administrator shall send each participant (excluding persons
participating through arrangements made by record holders on their behalf) a
statement confirming the purchases for the participant's account and containing
other information, including total Shares held by the Administrator in the
account as of the preceding dividend record date, dividends received, voluntary
cash payments made (if any), amount invested, additional Shares purchased and
the price per Share. No certificate will be issued to a participant for the
Shares purchased and held in his account unless such participant so requests in
writing or until such participant's account is terminated. Such requests must be
submitted to the Administrator in writing after the Shares have been purchased.
No certificates for fractional Shares will be issued.
9. Plan participants may deposit certificates for Shares registered in
their names with the Administrator for safekeeping. A participant who desires to
do so must complete the appropriate box on an Authorization Form and submit the
properly signed Form to the Administrator together with the certificates for the
Shares and payment of a $10.00 service fee.
2
<PAGE>
10. The Administrator shall charge $3.00 service fee at the time a
participant's account is terminated and at the time of each issuance of stock
certificates requested by the participant.
11. The Administrator shall forward proxies to participants (excluding
persons participating through arrangements made by record holders on their
behalf) for Shares held under the Plan and will vote any Shares that it holds
for a participant's account in accordance with the participant's written
instructions. If a participant does not return a proxy, such Shares will not be
voted.
12. At a participant's request and upon receipt of written instructions and
documentation satisfactory to the Administrator, the Administrator shall
transfer to a person designated by a participant, or sell on a participant's
behalf, all or any portion of the whole number of Shares credited to the
participant's Plan account. In the event of any such transfer, the Administrator
shall send the transferee a certificate issued by the Company for the
transferred Shares. Any such sale may be effected by the Administrator in any
manner deemed to be reasonable and appropriate by the Administrator. At the
Administrator's sole option and discretion, the Administrator may aggregate
Shares to be sold on behalf of various Plan participants, sell any such Shares
through a broker of its choosing (the Administrator being authorized to effect
sales of Shares through brokerage services provided by the Administrator or one
of its affiliates) or in a negotiated transaction without a broker (including a
sale to the Company), and the Administrator may purchase any such Shares on
behalf of other Plan participants. Any sale to the Company or purchase by the
Administrator on behalf of Plan accounts shall be made at "fair market value"
(as defined in Section 5 hereof) on the date of the transaction. Following any
sale on behalf of a participant, the Administrator shall issue to the selling
participant a check in an amount equal to his proportionate share of the net
proceeds of such sale (after the deduction of brokerage commissions and other
sale costs, if any, paid or incurred by or payable by the Administrator).
13. A participant may terminate his participation in the Plan at any time
by giving written notice of termination to the Administrator. Dividends
corresponding to a record date occurring after the Administrator receives such
notice shall be sent directly to the former participant. The Administrator, at
the direction of the Company, may terminate a participant's participation in the
Plan at any time by mailing or otherwise delivering written notice of
termination to the participant. Within two weeks after termination of an
account, the Administrator shall send the participant certificates issued by the
Company for the whole Shares in such participant's account, unless the former
participant shall have requested sale or transfer of such Shares by the
Administrator pursuant to and in accordance with the requirements of Section 12
hereof. In every case of termination, the participant's interest
3
<PAGE>
in fractional Shares shall be converted to cash at the fair market value of the
Shares on the date of termination. If a participant disposes of all Shares
registered in such participant's name on the books of the Company, the
Administrator shall continue to reinvest the dividends on Shares held in the
participant's account (if the fifty (50) Share participation requirement
continues to be met) unless the Company shall direct the Administrator to
terminate such participant's account.
14. In order to implement the fifty (50) Share participation requirement of
Section 3 hereof in a fair and equitable manner, shareholders enrolled in the
Plan on June 1, 1996 holding fewer than fifty (50) Shares shall not be subject
to the fifty (50) Share participation requirement until June 1, 1998. In order
to increase their ownership to at least the fifty (50) Share level, such
participants (and only such participants) may make voluntary cash payments to
the Administrator in any amount from $100 to $1,500 maximum (in the aggregate)
through the May 1998 dividend payment date, for investment under the Plan. Any
such voluntary cash payment will be used to purchase Shares in accordance with
Sections 5 and 6 hereof on or after the dividend payment date next following the
Administrator's receipt of such payment in collected funds. No interest will be
paid on voluntary cash payments regardless of when they are received. This
limited voluntary cash payment feature shall terminate on the May 1998 dividend
payment date. The Administrator shall terminate any participant's account that
does not meet the fifty (50) Share participation requirement on June 1, 1998.
Upon any such termination, the Administrator shall send the participant
certificates issued by the Company for the whole Shares in such participant's
account, and cash for the fair market value of any fractional Shares in such
account, as provided in Section 13 hereof.
15. Any record holder of Shares who holds in the aggregate less than fifty
(50) Shares, whether or not he is a participant in the Plan, may have all (but
not less than all) his Shares sold on his behalf by the Administrator, pursuant
to and in accordance with the requirements of Section 12 hereof. This limited
sale feature shall terminate on June 1, 1998.
16. All notices to the Administrator shall be addressed to:
Mellon Securities Trust Company
c/o Chemical Mellon Securities Transfer Services
P.O. Box 750
Pittsburgh, PA 15230
17. Any Shares distributed by the Company on account of stock dividends or
splits on Shares held by the Administrator for a participant shall be credited
to the participant's account. In the event the Company makes available to its
shareholders rights to purchase additional Shares or any other securities, or if
any party
4
<PAGE>
makes a tender offer for Shares, each participant shall receive directly any
such rights or offer.
18. Neither the Administrator nor the Company shall be liable hereunder for
any act performed by it in good faith or for any good faith omission to act,
including, without limitation, any claims of liability (a) arising out of
failure to terminate the participant's account upon the participant's death
prior to receipt of notice in writing of such death, or (b) with respect to the
prices at which Shares are purchased for the participant's account and the times
such purchases are made.
19. The terms and conditions of this Plan shall be governed by the laws of
the Commonwealth of Pennsylvania and the rules and regulations of the Securities
and Exchange Commission. The Company reserves the right to alter the terms and
conditions of this Plan or to terminate this Plan at any time upon written
notice thereof sent to each participant.
The foregoing Plan was amended and restated by the Board of Directors of
National Penn Bancshares, Inc. on May 22, 1996, effective June 1, 1996.
-----------------------------
Secretary
The undersigned hereby accepts its appointment as administrator under the
foregoing Plan and agrees to be bound by the terms and conditions thereof.
MELLON SECURITIES TRUST COMPANY
Date: ______________, 1996 By___________________________
Name:
Title:
5
EXHIBIT 99.2
NATIONAL PENN BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
_____________________________________
[FRONT OF CARD]
NATIONAL PENN BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
TO: MELLON SECURITIES TRUST COMPANY
I want to participate in the Dividend Reinvestment Plan and I hereby
appoint you as my agent, and authorize National Penn Bancshares, Inc. to pay
you, from my account, all dividends payable to me on shares of National Penn
Bancshares, Inc. Common Stock now or hereafter registered in my name.
I authorize you to apply all such dividends received by you to the purchase
of full and fractional common shares of National Penn Bancshares, Inc.
Your appointment as my agent is subject to the additional terms and
conditions set forth in the accompanying Prospectus.
REINVEST DIVIDENDS
FOR THE FOLLOWING
ACCOUNT: __________________________________
IF THE ADDRESS IS NOT PROPERLY SHOWN, PLEASE CORRECT BEFORE RETURNING. (IF
YOU ELECT TO PARTICIPATE, PLEASE SIGN AND DATE ON THE REVERSE SIDE OF THIS CARD)
THIS IS NOT A PROXY
SEE REVERSE SIDE
<PAGE>
[REVERSE SIDE OF CARD]
AUTHORIZATION TO REINVEST DIVIDENDS
If you desire to participate in the Dividend Reinvestment Plan for
shareholders of National Penn Bancshares, Inc., please sign and return to:
Mellon Securities Trust Company
c/o Chemical Mellon Securities Transfer Services
Dividend Reinvestment Services
P.O. Box 750
Pittsburgh, PA 15230
I understand that I may change or revoke this authorization at any time by
notifying Mellon Securities Trust Company, in writing, of my desire to change or
terminate my participation.
OPTIONAL
SAFEKEEPING OF CERTIFICATES
I enclose certificates representing _____ shares of common stock of
National Penn Bancshares, Inc. to be deposited for safekeeping.
SIGNATURES OF ALL REGISTERED OWNERS
_____________________________________
_____________________________________
(Sign exactly as name appears on
reverse side)
DATE ________________________________
2
<PAGE>
NATIONAL PENN BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
_____________________________________
[FRONT OF CARD]
NATIONAL PENN BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
TO: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
I want to participate in the Dividend Reinvestment Plan and I hereby
appoint you as my agent, and authorize National Penn Bancshares, Inc. to pay
you, from my account, all dividends payable to me on shares of National Penn
Bancshares, Inc. Common Stock now or hereafter registered in my name.
I authorize you to apply all such dividends received by you to the purchase
of full and fractional common shares of National Penn Bancshares, Inc.
Your appointment as my agent is subject to the additional terms and
conditions set forth in the accompanying Prospectus.
REINVEST DIVIDENDS
FOR THE FOLLOWING
ACCOUNT: __________________________________
IF THE ADDRESS IS NOT PROPERLY SHOWN, PLEASE CORRECT BEFORE RETURNING. (IF
YOU ELECT TO PARTICIPATE, PLEASE SIGN AND DATE ON THE REVERSE SIDE OF THIS CARD)
THIS IS NOT A PROXY
SEE REVERSE SIDE
1
<PAGE>
[REVERSE SIDE OF CARD]
AUTHORIZATION TO REINVEST DIVIDENDS
If you desire to participate in the Dividend Reinvestment Plan for
shareholders of National Penn Bancshares, Inc., please sign and return to:
Chemical Mellon Shareholder Services, L.L.C.
Dividend Reinvestment Services
P.O. Box 750
Pittsburgh, PA 15230
I understand that I may change or revoke this authorization at any time by
notifying Chemical Mellon Shareholder Services, L.L.C., in writing, of my desire
to change or terminate my participation.
OPTIONAL
SAFEKEEPING OF CERTIFICATES
I enclose certificates representing _____ shares of common stock of
National Penn Bancshares, Inc. to be deposited for safekeeping.
SIGNATURES OF ALL REGISTERED OWNERS
_____________________________________
_____________________________________
(Sign exactly as name appears on
reverse side)
DATE ________________________________
2
