<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997
REGISTRATION NOS. 333-26585
333-26585-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
NATIONAL PENN BANCSHARES, INC.
NPB CAPITAL TRUST
(EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
<TABLE>
<S> <C>
PENNSYLVANIA 23-2215075
DELAWARE 23-2899761
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
------------------------
PHILADELPHIA AND READING AVENUES
BOYERTOWN, PENNSYLVANIA 19512
(610) 367-6001
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
LAWRENCE T. JILK, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NATIONAL PENN BANCSHARES, INC.
PHILADELPHIA AND READING AVENUES
BOYERTOWN, PENNSYLVANIA 19512
(610) 367-6001
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
H. ANDERSON ELLSWORTH, ESQ. STEVEN KAPLAN, ESQ.
ELLSWORTH, WILES & CHALPHIN, P.C. ARNOLD & PORTER
1150 BERKSHIRE BOULEVARD 555 12TH STREET, N.W.
WYOMISSING, PENNSYLVANIA 19610-1208 WASHINGTON, D.C. 20004
(610) 374-1135 (202) 942-5998
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [ ]
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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE
- - - - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
% Preferred Securities of NPB Capital Trust............................... $40,250,000 $12,197(4)
% Junior Subordinated Debentures of National Penn Bancshares, Inc......... (2) --
Guarantee of National Penn Bancshares, Inc. of certain obligations under
the Preferred Securities................................................ (3) --
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
exclusive of accrued interest and dividends, if any.
(2) The Junior Subordinated Debentures will be purchased by NPB Capital Trust
with the proceeds of the sale of the Preferred Securities. Such securities
may later be distributed for no additional consideration to the holders of
the Preferred Securities upon the dissolution of the Trust and the
distribution of its assets.
(3) This Registration Statement is deemed to cover the Guarantee. Pursuant to
Rule 457(n) under the Securities Act, no separate registration fee is
payable for the Guarantee.
(4) $350 was previously paid in connection with the filing of the original
Registration Statement on Form S-3 on May 6, 1997 and $11,847 was paid in
connection with the filing of the Pre-Effective Amendment No. 1 to the
Registration Statement.
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<PAGE> 2
EXPLANTORY NOTE
The purpose of this Pre-Effective Amendment No. 2 to the Registration
Statement is to file Exhibits 5.1, 5.2 and 8.1.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
An Exhibit Index appears on page II-4 of this Registration Statement.
II-1
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Pre-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Boyertown,
Pennsylvania, on this 15th day of May, 1997.
NATIONAL PENN BANCSHARES, INC.
By: /s/ LAWRENCE T. JILK, JR.
--------------------------------------
Lawrence T. Jilk, Jr.,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - - - ------------------------------------------ ----------------------------------- -------------
<C> <S> <C>
/s/ LAWRENCE T. JILK, JR. President, Chief Executive Officer May 15, 1997
- - - - ------------------------------------------ and Director (Principal Executive
Lawrence T. Jilk, Jr. Officer)
/s/ GARY L. RHOADS Treasurer (Principal Financial and May 15, 1997
- - - - ------------------------------------------ Accounting Officer)
Gary L. Rhoads
JOHN H. BODY* Director May 15, 1997
- - - - ------------------------------------------
John H. Brody
J. RALPH BORNEMAN, JR.* Director May 15, 1997
- - - - ------------------------------------------
J. Ralph Borneman, Jr.
FREDERICK H. GAIGE* Director May 15, 1997
- - - - ------------------------------------------
Frederick H. Gaige
JOHN J. DAU* Director May 15, 1997
- - - - ------------------------------------------
John J. Dau
Director
- - - - ------------------------------------------
Patricia L. Langiotti
Director
- - - - ------------------------------------------
Kenneth A. Longacre
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - - - ------------------------------------------ ----------------------------------- -------------
<C> <S> <C>
- - - - ------------------------------------------ Director
C. Robert Roth
Director
- - - - ------------------------------------------
Harold C. Wegman, D.D.S.
WAYNE R. WEIDNER* Director May 15, 1997
- - - - ------------------------------------------
Wayne R. Weidner
*By: /s/ LAWRENCE T. JILK, JR.
- - - - ------------------------------------------
Lawrence T. Jilk, Jr.
(Attorney-in-fact)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Trust has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Borough of Boyertown,
Pennsylvania on May 15, 1997.
NPB CAPITAL TRUST
By NATIONAL PENN BANCSHARES, INC.,
as Depositor
By: /s/ LAWRENCE T. JILK, JR.
--------------------------------------
Lawrence T. Jilk, Jr.,
President and Chief Executive Officer
II-3
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER: DESCRIPTION:
- - - - ------- ---------------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement, previously filed.
4.1 Form of Junior Subordinated Indenture, previously filed.
4.2 Form of Trust Agreement, previously filed.
4.3 Form of Amended and Restated Trust Agreement, previously filed.
4.4 Form of Guarantee, previously filed.
5.1 Opinion of Richards, Layton & Finger, filed herewith.
5.2 Opinion of Ellsworth, Wiles & Chalphin, P.C., filed herewith.
8.1 Tax opinion of Ellsworth, Wiles & Chalphin, P.C., filed herewith.
23.1 Consent of Grant Thornton LLP, previously filed.
23.2 Consent of Richards, Layton & Finger, included in Exhibit 5.1.
23.4 Consent of Ellsworth, Wiles & Chalphin, P.C., included in Exhibits 5.2 and 8.1.
24.1 Powers of Attorney of certain directors and officers of National Penn Bancshares,
Inc., previously filed.
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
Bankers Trust Company, as trustee under the Junior Subordinated Indenture, the
Amended and Restated Trust Agreement and the Guarantee Agreement relating to NPB
Capital Trust, previously filed.
</TABLE>
II-4
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF RICHARDS, LAYTON & FINGER]
May 15, 1997
NPB Capital Trust
c/o National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
Re: NPB Capital Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for NPB Capital
Trust, a Delaware business trust (the "Trust"), in connection with the matters
set forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust (the "Certificate"),
as filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on May 2, 1997;
<PAGE> 2
NPB Capital Trust
May 15, 1997
Page 2
(b) The Trust Agreement of the Trust, dated as of May 2, 1997,
between National Penn Bancshares, Inc., a Pennsylvania corporation (the
"Company"), and the trustee of the Trust named therein;
(c) The Registration Statement (the "Registration Statement")
on Form S-3, including a prospectus (the "Prospectus") relating to the __%
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities"), as filed by the Company and the Trust as set forth
therein with the Securities and Exchange Commission on May 6, 1997;
(d) A form of Amended and Restated Trust Agreement of the
Trust, to be entered into among the Company, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the Trust (the "Trust Agreement"), attached as an exhibit to the Registration
Statement; and
(e) A Certificate of Good Standing for the Trust, dated May
15, 1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have assumed that there
exists no provision in any document that we have not reviewed that bears upon or
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we have assumed
to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
<PAGE> 3
NPB Capital Trust
May 15, 1997
Page 3
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for the Preferred Security acquired by it, in
accordance with the Trust Agreement and the Prospectus, and (vii) that the
Preferred Securities are issued and sold to the Preferred Security Holders in
accordance with the Trust Agreement and the Prospectus. We have not participated
in the preparation of the Registration Statement and assume no responsibility
for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act, 12 Del.
C. Section 3801, et seq.
2. The Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. In
addition, we hereby consent to the use of our name under the heading "Validity
of Securities" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder. Except as
stated above, without our prior
<PAGE> 4
NPB Capital Trust
May 15, 1997
Page 4
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.
Very truly yours,
EAM
<PAGE> 1
EXHIBIT 5.2
[LETTERHEAD OF ELLSWORTH, WILES &
CHALPHIN, P.C.]
May 15, 1997
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
Ladies and Gentlemen:
We have acted as counsel to National Penn Bancshares, Inc. ("NPB") in
connection with the preparation and filing by NPB and NPB Capital Trust (the
"Trust") of a registration statement (the "Registration Statement") on Form S-3
under the Securities Act of 1933, as amended (the "Act"), with respect to the
offer and sale of certain of the Trust's Preferred Securities (liquidation
amount $25 per Preferred Security (the "Preferred Securities")) and certain of
NPB's Junior Subordinated Debentures (the "Debentures") and the related
Guarantee Agreement by and between NPB and Bankers Trust Company, as trustee
(the "Guarantee"). In connection therewith, you have requested our opinion as
to certain matters referred to below.
In our capacity as such counsel, we have familiarized ourselves with
the actions taken by NPB in connection with the registration of the Debentures
and the Guarantee. We have examined the originals or certified copies of such
other documents, including the Registration Statement and the amendments
thereto, as we have deemed relevant and necessary as a basis for the opinions
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures on original documents and the authenticity of all documents
submitted to us as conformed or photostatic copies, and the authenticity of the
originals of such latter documents. We are attorneys admitted to practice
before the Courts of the United States and the Courts of the Commonwealth of
Pennsylvania and, accordingly, we express no opinion with respect to matters
governed by the laws of any jurisdiction other than the federal laws of the
United States or the internal laws of the Commonwealth of Pennsylvania.
<PAGE> 2
National Penn Bancshares, Inc.
May 15, 1997
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
1. NPB is a corporation which has been duly formed and is
validly subsisting under the laws of the Commonwealth of Pennsylvania.
NPB has full power and authority to issue the Debentures and enter into
the Guarantee.
2. When issued (with respect to the Debentures), or
executed and delivered (with respect to the Guarantee), as set forth in
the Registration Statement, the Debentures and the Guarantee will be
valid and binding obligations of NPB.
We consent to the references to this opinion and to Ellsworth, Wiles &
Chalphin, P.C. in the Prospectus included as part of the Registration Statement
under the caption "Validity of Securities", and to the inclusion of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
ELLSWORTH, WILES & CHALPIN, P.C.
By: ___________________________________
Authorized Officer
HAE:sdg
<PAGE> 1
EXHIBIT 8.1
[LETTERHEAD OF ELLSWORTH, WILES &
CHALPHIN, P.C.]
May 15, 1997
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
Re: National Penn Bancshares, Inc.
NPB Capital Trust
Registration Statement on Form S-3
(Registration Nos. 333-26585 and 333-26585-01)
Ladies and Gentlemen:
We have acted as counsel to National Penn Bancshares, Inc. ("NPB"), a
Pennsylvania corporation, in connection with the registration statement of NPB
and NPB Capital Trust (the "Trust") on Form S-3 (Registration Nos. 333-26585
and 333-26585-01), as amended (the "Registration Statement"), of which a
prospectus (the "Prospectus") is a part, filed by NPB and the Trust with the
United States Securities and Exchange Commission under the Securities Act of
1933, as amended. This opinion is furnished pursuant to the requirements of
Item 601(b)(8) of Regulation S-K.
In connection with the opinion set forth below, we have examined the
Registration Statement and certain other documents that we have deemed
necessary to examine in order to issue the opinion set forth below. In
rendering our opinion, we have assumed that each of the documents referenced
above (a) has been duly authorized, executed, and delivered; (b) is authentic,
if an original, or accurate, if a copy; and (c) has not been amended after
execution thereof subsequent to our review.
We express no opinions except as set forth below and our opinion is
based solely upon the facts as set forth in the Registration Statement.
Accordingly we express no opinion as to tax matters that may arise if, for
example, the facts are not as set forth in the Prospectus.
Our opinion is also based on the current provisions of the Internal
Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated
thereunder, and rulings, procedures and
<PAGE> 2
National Penn Bancshares, Inc.
May 15, 1997
Page 2
other pronouncements published by the United States Internal Revenue Service.
Such laws, regulations, rulings and pronouncements, and judicial and
administrative interpretations thereof, are subject to change at any time, and
any such change may adversely affect the continuing validity of the opinion
set forth below.
Based on the foregoing, we hereby adopt and incorporate by reference
the opinion set forth in the Prospectus under the caption "Certain Federal
Income Tax Consequences."
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the
Prospectus under the caption "Certain Federal Income Tax Consequences".
The foregoing opinion is limited to the federal income tax matters
addressed herein, and no other opinions are rendered with respect to other
federal tax matters or to any issues arising under the tax laws of any state,
locality, or foreign country. We undertake no obligation to update the
opinions expressed herein after the date of this letter.
Very truly yours,
ELLSWORTH, WILES & CHALPIN, P.C.
By:
-----------------------------
Authorized Officer
HAE:sdg
