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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONAL PENN BANCSHARES, INC. NPB CAPITAL TRUST
(Exact Name of Registrant Exact Name of Registrant
as Specified in its Charter) (as Specified in its Charter)
Pennsylvania Delaware
(State of Incorporation or (State of Incorporation or
Organization) (Organization)
23-2215075 (Applied For)
(IRS Employer Identification (IRS Employer Identification
Number) (Number)
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
(Address of Principal Executive Offices)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be registered is to be registered
None. Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
_____% Preferred Securities of NPB Capital Trust
(and the Guarantee with respect thereto)
_____% Junior Subordinated Debentures of
National Penn Bancshares, Inc.
(Title of Class)
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Item 1. Description of Registrants' Securities to be Registered
For a full description of NPB Capital Trust's ____% Preferred Securities
(the "Preferred Securities"), National Penn Bancshares, Inc.'s Guarantee (the
"Guarantee") and National Penn Bancshares, Inc.'s ____% Junior Subordinated
Debentures (the "Debentures") being registered hereby, reference is made to the
information contained under the captions "Description of Preferred Securities",
"Description of Junior Subordinated Debentures", and "Description of Guarantee"
in the Prospectus that forms part of the Registrants' registration statement
(Registration Nos. 333-26585 and 333-26585-01) filed with the Securities and
Exchange Commission ("SEC") on May 6, 1997, under the Securities Act of 1933, as
amended (the "Securities Act"). The information contained in the foregoing
Registration Statement (the "Registration Statement"), and the Prospectus, are
incorporated herein by reference. Definitive copies of the Prospectus describing
the Preferred Securities and the Debentures will be filed pursuant to Rule 430A
or pursuant to an amendment to the Registration Statement under the Securities
Act, and shall be incorporated by reference into this registration statement on
Form 8-A.
Item 2. Exhibits
2.1 Trust Agreement of NPB Capital Trust. Incorporated by reference
to Exhibit 4.2 to the Registration Statement.
2.2 Form of Amended and Restated Trust Agreement for NPB Capital
Trust. Incorporated by reference to Exhibit 4.3 to the
Registration Statement.
2.3 Form of Guarantee. Incorporated by reference to Exhibit 4.4 to
the Registration Statement.
2.4 Form of Junior Subordinated Indenture. Incorporated by reference
to Exhibit 4.1 to the Registration Statement.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized.
Dated: May 7, 1997.
NATIONAL PENN BANCSHARES, INC. NPB CAPITAL TRUST
By NATIONAL PENN BANCSHARES, INC.
as Depositor
By /s/ Wayne R. Weidner By /s/ Wayne R. Weidner
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Wayne R. Weidner Wayne R. Weidner
Executive Vice President Executive Vice President
