Prospectus
NATIONAL PENN BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
National Penn Bancshares, Inc. is offering shares of its common stock
for sale to National Penn shareholders under its Dividend Reinvestment Plan.
Under the Plan, you have the opportunity to automatically use your cash
dividends on National Penn common stock to purchase additional shares of
National Penn common stock.
National Penn is offering a total of 1,500,000 shares under the Plan.
Of these shares, 802,118 have been sold before the date of this prospectus. This
prospectus relates to the remaining 697,882 shares.
We may sell you shares directly or shares bought from others by the
Plan administrator for Plan accounts. We may use a combination of these methods.
If we sell you shares directly, the purchase price will be their fair
market value. We will receive all of the proceeds of these sales. If we sell you
shares bought from others by the Plan administrator, the purchase price will be
their actual cost. We will not receive any of the proceeds of these sales. See
question 13.
National Penn common stock is traded on the National Market tier of The
Nasdaq Stock Market under the symbol "NPBC". On September 17, 1999, the closing
sale price of National Penn common stock was $22.50 per share.
You should retain this prospectus for future reference.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THE SHARES OFFERED HEREBY OR DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE. IT IS ILLEGAL FOR ANYONE TO TELL YOU
OTHERWISE.
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September 22, 1999
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TABLE OF CONTENTS
Page
Summary.......................................................1
Dividend Reinvestment Plan....................................2
Purpose..............................................2
Advantages...........................................2
Administration.......................................2
Participation........................................3
Records..............................................5
Costs................................................5
Purchases............................................5
Dividends on Fractional Shares.......................7
Issuance of Shares...................................7
Transfer of Shares...................................7
Sale of Shares.......................................8
Withdrawal...........................................9
Custody Service.....................................10
Plan Amendment or Termination.......................10
Federal Income Tax Consequences.....................11
Other Information...................................12
Use of Proceeds..............................................13
Experts......................................................14
Legal Matters................................................14
Where You Can Find More Information..........................14
Indemnification of Directors, Officers and Others
For Securities Act Liabilities.............................16
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HOW TO OBTAIN ADDITIONAL INFORMATION
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT NATIONAL PENN THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
DOCUMENT. YOU CAN OBTAIN FREE COPIES OF THIS INFORMATION BY WRITING OR CALLING:
Sandra L. Spayd
Secretary
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
Telephone: (610) 369-6202
E-Mail: [email protected]
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SUMMARY
National Penn is a registered bank holding company incorporated in
Pennsylvania. Our corporate office is located at Philadelphia and Reading
Avenues, Boyertown, Pennsylvania 19512, and our telephone number is (610)
689-9554.
National Penn adopted its original Dividend Reinvestment Plan in 1982
to offer its shareholders an opportunity to purchase additional shares of
National Penn common stock automatically through the reinvestment of cash
dividends. From time to time, we have authorized increases in the number of
shares available under the Plan to meet the demands of our shareholders and we
have changed the Plan. This prospectus describes our Dividend Reinvestment Plan
in effect today.
If you own 50 shares of National Penn common stock directly or
indirectly, you are eligible to join the Plan. You may make purchases under the
Plan only with your cash dividends on National Penn common stock. There is no
voluntary cash contribution feature.
You may join the Plan by completing an Authorization Form and returning
it to ChaseMellon Shareholder Services, L.L.C., Investment Services, P.O. Box
3339, South Hackensack, New Jersey 07606.
If you join the Plan, the Plan administrator will use the cash
dividends on the shares you own to purchase additional shares of National Penn
common stock. Historically, we pay cash dividends on a quarterly basis. If we do
not pay a cash dividend, there will be no investment under the Plan.
Under the Plan, we may sell you original issue shares, shares that we
have reacquired and hold as treasury shares, or shares bought by the Plan
administrator in the open market or in privately negotiated transactions. We may
use a combination of these methods.
If we sell you original issue or treasury shares, the purchase price
for each share will be the average of the highest and lowest sale prices of
National Penn common stock on The Nasdaq Stock Market on the day we pay the
dividend. If we sell you shares purchased in the open market or in privately
negotiated transactions, the purchase price will be the actual cost of the
shares, including any trading fees.
If you do not choose to join the Plan, National Penn will continue to
send you cash dividends by check, as and when declared.
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DIVIDEND REINVESTMENT PLAN
The following is a question and answer statement of the provisions of
the Dividend Reinvestment Plan.
Purpose
1. What is the purpose of the Plan?
The Plan gives owners of National Penn common stock the opportunity to
automatically reinvest their cash dividends in additional shares of National
Penn common stock.
Advantages
2. What are the advantages of the Plan?
If you participate in the Plan, you will purchase shares of National
Penn common stock quarterly with the cash dividends on your National Penn common
stock.
You will not be charged any trading fees or service charges unless we
choose to have the Plan administrator purchase shares for Plan accounts from
others, rather than purchase shares from us. We decide that each time we pay a
cash dividend. See question 13.
The Plan administrator holds, for safekeeping, all shares of National
Penn common stock in Plan accounts, free of charge. You may also deposit with
the Plan administrator, for safekeeping, stock certificates for shares
registered in your name. See question 25.
Administration
3. Who administers the Plan?
National Penn has appointed Mellon Bank, N.A. as Plan administrator.
The Plan administrator acts as agent for Plan participants. Mellon Bank has
designated its affiliate, ChaseMellon Shareholder Services, L.L.C., and other
agents to perform certain services for the Plan. If you wish to contact the Plan
administrator, you should write or call:
ChaseMellon Shareholder Services, L.L.C.
Investment Services
P.O. Box 3338
South Hackensack, New Jersey 07606-1938
Telephone: (800) 851-9677
We may choose a new Plan administrator at any time.
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4. What are the duties of the Plan administrator?
The Plan administrator and its agents perform various administrative
duties relating to the Plan. These include:
* Holding shares of National Penn common stock
for Plan accounts.
* Receiving cash dividend payments for Plan
participants.
* Investing those amounts in shares of National
Penn common stock.
* Maintaining continuing records of each
participant's account.
* Sending statements of account and other
notices to participants.
* Advising participants as to all transactions
in, and the status of, their accounts.
Participation
5. Who is eligible to participate?
If you own 50 or more shares of National Penn common stock, you are
eligible to participate in the Plan. You may hold the 50 shares:
* In certificate form.
* In an account established under the Plan.
* Through another record holder holding them on
your behalf.
* In a combination of certificate form and a Plan account.
6. How do I join the Plan?
If you hold shares registered in your name, you may join the Plan by
completing, signing and returning an Authorization Form to the Plan
administrator. The Plan administrator will send you an Authorization Form upon
request.
If you do not hold shares registered in your name but instead hold them
through a broker, bank or other nominee, you must either become a registered
shareholder by having shares transferred into your name or arrange with the
record holder to participate in the Plan on your behalf. If you choose the
second
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alternative, you will not have an account administered by the Plan
administrator; instead, you must deal with and through the record holder.
7. When may I join the Plan?
You may join the Plan at any time when you meet the 50 shares ownership
requirement. See question 5.
8. When do I begin participating in the Plan?
Your participation in the Plan will begin when the Plan administrator
receives your Authorization Form or after completion of other arrangements by a
record holder satisfactory to National Penn and the Plan administrator.
Historically, National Penn has paid cash dividends on February 17, May
17, August 17 and November 17. The record dates for these dividends have been
the last business days of January, April, July and October.
If you join the Plan, the Plan administrator will begin reinvesting
your cash dividends in shares of National Penn common stock on the next date we
pay dividends, if you joined the Plan before the record date for that dividend.
If not, the Plan administrator will begin reinvesting your cash dividends later
when we pay dividends again.
9. What does the Authorization Form provide?
By signing and returning the Authorization Form to the Plan
administrator, you will direct National Penn to pay to the Plan administrator
the cash dividends on all shares of National Penn common stock registered in
your name for reinvestment in additional shares of National Penn common stock.
You will also authorize the Plan administrator to reinvest cash dividends on all
shares credited to your Plan account in additional shares of National Penn
common stock.
10. Is partial participation possible under the Plan?
No. If you elect to participate in the Plan, you must participate with
respect to all shares of National Penn common stock registered in your name or
held in your Plan account.
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Records
11. What reports will you send me?
As soon as possible after each purchase of shares under the Plan, the
Plan administrator will send you a statement of your Plan account. This
statement will show the cash dividends paid, the number of shares of National
Penn common stock purchased, the price per share, any trading fees or service
charges charged to your account, and the total shares held in your account. The
statement will also indicate the number of shares registered in your name.
We recommend that you keep your Plan account statements because they
will contain information important for income tax purposes. See question 28. If
you request this information later, we or the Plan administrator may charge you
a service fee for providing it.
If you are not a registered shareholder but are a Plan participant
through arrangements made for you by a record holder, you should contact the
record holder for information on your account.
In addition, the Plan administrator will send you National Penn's
annual and quarterly reports to shareholders, proxy materials, and any other
correspondence we send to our shareholders. The Plan administrator will also
send you any supplements to or updates of this prospectus.
Costs
12. Must I pay any expenses for purchases under the Plan?
If the Plan administrator buys shares of National Penn common stock
from National Penn, there are no trading fees or other expenses charged to Plan
participants.
If the Plan administrator instead buys shares of National Penn common
stock in the open market or in privately negotiated transactions, the Plan
administrator will charge Plan participants any trading expense incurred. We
estimate this expense will be less than ten cents per share acquired.
We decide each quarter how the Plan administrator will buy National
Penn common stock needed for the Plan. See question 13. We pay all other costs
of administration of the Plan.
Purchases
13. How are purchases made and at what price?
On each date that National Penn pays cash dividends, National Penn will
pay to the Plan administrator the total amount of dividends payable on all Plan
participants' shares of National Penn common stock,
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including shares of common stock held under the Plan. The Plan administrator
will use this cash to buy shares of National Penn common stock for the accounts
of Plan participants.
National Penn decides whether the Plan administrator will buy shares of
National Penn common stock from National Penn, from others, or in a combination
of these methods. We decide this each time we pay a cash dividend.
If the Plan administrator buys shares of National Penn common stock
from us, the price of the shares will be their "fair market value."
"Fair market value" equals the average of the highest and lowest sale
prices of a share of National Penn common stock on the date we pay the dividend.
These prices are reported on the National Market tier of The Nasdaq Stock
Market. If no sale prices are reported for this day, then "fair market value"
equals the weighted average of the means between the highest and lowest sale
prices on the nearest date before and the nearest date after the date we pay the
dividend, as reported on Nasdaq.
If we pay a cash dividend on a Saturday, Sunday or holiday, we will
determine "fair market value" as if we had paid the dividend on the preceding
Friday or business day, as the case may be.
If the Plan administrator buys shares of National Penn common stock in
the open market or in privately negotiated transactions, the price of the shares
will be the cost, including any trading expense, paid by the Plan administrator
in buying the stock. See question 12. The Plan administrator may begin making
purchases four business days before the date we pay dividends, and will finish
them as soon as possible but not later than 30 days after that date. We do not
have any power to direct the time or price at which the Plan administrator buys
shares or to select the broker or dealer through or from whom purchases are
made.
If the Plan administrator buys shares in the open market or in
privately negotiated transactions, it will not allocate any shares to
participants' accounts until it has acquired sufficient shares from us and/or
others to cover the quarterly purchases for all Plan participants. In that case,
the purchase price to all Plan participants will be based on the weighted
averages of the prices paid for the shares acquired from us and/or others.
14. How many shares will be purchased for me?
The Plan administrator will purchase for each Plan account the number
of full and fractional shares of National Penn common stock that equals the cash
amount being reinvested in that account divided by the applicable purchase
price.
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15. Can I make voluntary cash contributions to buy additional shares?
No. The Plan does not permit you to make voluntary cash contributions
to buy National Penn common stock. Stock is purchased under the Plan only with
our cash dividends.
Dividends on Fractional Shares
16. Will you credit me with dividends on fractional shares?
Yes. We will credit dividends on fractional shares to your Plan
account. This will be shown on your quarterly account statement.
Issuance of Shares
17. Will National Penn issue stock certificates for shares purchased under the
Plan?
Initially, we will not issue stock certificates for shares of National
Penn common stock purchased for Plan accounts. Instead, the shares will be
registered in the Plan administrator's name or in the name of its nominee. This
procedure protects against loss, theft or destruction of stock certificates.
If you request the Plan administrator in writing to have a stock
certificate issued for shares credited to your Plan account, the Plan
administrator will do so. You may request a stock certificate for all or a
lesser number of the full shares in the account. Your quarterly account
statement will contain a form that you can use to do this.
Generally, we will issue the stock certificate within two weeks after
the Plan administrator's receipt of your written request. Any full and
fractional shares remaining in the account will continue to be held in the
account. We will not issue a stock certificate for fractional shares.
If you are not a registered shareholder but are a Plan participant
through arrangements made for you by a record holder, you should contact the
record holder to obtain a stock certificate for shares purchased on your behalf.
Transfer of Shares
18. May I transfer shares held in the Plan?
Yes. You may transfer ownership of all or part of the shares held in
your Plan account, as a gift, private sale or otherwise. The transfer must be in
compliance with any applicable laws.
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To transfer shares, you must deliver to the Plan administrator your
written instructions, together with any other signed documents the Plan
administrator may require, with "signature guaranteed." A commercial bank, trust
company, securities broker-dealer, credit union or savings and loan association
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. You must also pay any taxes that apply to the transfer.
If you wish to transfer any shares, you should contact the Plan
administrator at 1-800-851-9677 for specific requirements and instructions.
Generally, the Plan administrator will transfer the shares, by issuance
of a stock certificate, within two weeks after receipt of the written request
and any other required documents. If you request, the Plan administrator will
make the transfer by crediting the transferred shares to the Plan account of the
other person.
If you are not a registered shareholder but are a Plan participant
through arrangements made for you by a record holder, you should contact the
record holder to transfer any shares purchased on your behalf.
Sale of Shares
19. May I sell shares held in the Plan?
Yes. If you wish to sell all or part of the shares held in your Plan
account, you may do so by mailing written instructions to the Plan
administrator. Your quarterly account statement will contain a form that you can
use to do this.
The Plan administrator may sell your shares any way that it finds
reasonable and appropriate. The Plan administrator may:
* Aggregate shares to be sold on behalf of
various Plan participants.
* Sell the shares through a broker of its
choosing, including one affiliated with it.
* Sell the shares in a negotiated transaction
without a broker, including a sale to
National Penn.
* Purchase any of the shares on behalf of other
Plan participants.
In any sale to National Penn or purchase by the Plan administrator on
behalf of Plan accounts of shares being sold on behalf of Plan participants, the
purchase price will be the "fair market value" of the shares on the date of the
sale. See question 13.
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After a sale of your shares, the Plan administrator will mail you a
check equal to the proceeds of the sale, after deduction of trading expense and
other sale costs, if any, incurred by the Plan administrator.
If you are not a registered shareholder but are a Plan participant
through arrangements made for you by a record holder, you should contact the
record holder to sell any shares purchased on your behalf.
20. May I sell through the Plan shares held outside of the Plan?
No. You may not sell shares through the Plan that you hold outside of
the Plan. If you deposit with the Plan administrator shares registered in your
name to be held in your Plan account, then you may sell them the same as you may
sell any other shares in your Plan account.
Withdrawal
21. How do I withdraw from the Plan?
You may withdraw from the Plan at any time by mailing written notice of
termination to the Plan administrator. Your quarterly account statement will
contain a form that you can use to do this.
Upon your withdrawal, the Plan administrator will terminate your
account and mail you a stock certificate for the full shares in the account,
unless you have requested the transfer or sale of the shares by the Plan
administrator. See questions 18 and 19. In any termination, the Plan
administrator will sell in the open market any fractional share held in your
account, and pay you the amount received after deducting any expenses incurred.
After your withdrawal, we will pay you directly any cash dividends
corresponding to a record date after the date of your withdrawal.
If you are not a registered shareholder but are a Plan participant
through arrangements made for you by a record holder, you should contact the
record holder to withdraw from the Plan.
22. Can you terminate my participation in the Plan?
Yes. We reserve the right to terminate any person's
participation at any time for any reason. This may be to
minimize administrative expense, discourage misuse of the Plan,
or for other reasons.
Upon any termination, the Plan administrator will mail the former Plan
participant a stock certificate for the full shares in the account, together
with a check for any fractional share. The fractional share will be valued as
described at question 21.
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23. What happens if I sell or transfer all shares registered in my name?
If you dispose of all shares of National Penn common stock registered
in your name, the Plan administrator will continue to reinvest the dividends on
shares held in your Plan account if you continue to meet the 50 shares ownership
requirement.
24. Can I re-enter the Plan after withdrawing from it?
Yes. You may rejoin the Plan at any time by submitting to
the Plan administrator a new Authorization Form, provided you
meet the 50 shares ownership requirement.
Custody Service
25. May I send my stock certificates to the Plan administrator for safekeeping?
Yes. A Plan participant may deposit with the Plan administrator, for
safekeeping, stock certificates for shares of National Penn common stock
registered in the name of the participant.
If you wish to do this, you should complete the appropriate box on the
Authorization Form and return it to the Plan administrator, together with the
stock certificate and a check for the service fee required by the Plan
administrator. You need not endorse the stock certificate. Because you bear the
risk of loss in sending the stock certificate to the Plan administrator, you
should send it by registered mail, return receipt requested, and properly
insured.
Upon receipt, the Plan administrator will hold the shares in your Plan
account. They will be re-registered in the Plan administrator's name or in the
name of its nominee.
Plan Amendment or Termination
26. May National Penn amend or terminate the Plan?
Yes. While we currently intend to continue the Plan indefinitely, we
reserve the right to amend or terminate the Plan at any time. We will give
written notice of any amendment or termination to each Plan participant at the
address which appears on the Plan administrator's records.
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Federal Income Tax Consequences
27. What are the federal income tax consequences of participation in the Plan?
When the Plan administrator buys shares for Plan accounts directly from
National Penn, each participant is deemed, for federal income tax purposes, to
receive a dividend equal to the fair market value of the shares purchased for
that participant's account.
The "fair market value" of a share, for federal income tax purposes, is
the average of the highest and lowest sale prices of National Penn common stock,
as reported on The Nasdaq Stock Market, on the date we pay the dividend. If
there are no sales of National Penn common stock on the date we pay the
dividend, "fair market value" is the weighted average of the means between the
highest and lowest sale prices on the nearest date before and the nearest date
after the date we pay the dividend.
The "fair market value" of a share, for federal income tax purposes, is
not necessarily equal to the "fair market value" at which Plan accounts buy
shares under the Plan.
When the Plan administrator buys shares for Plan accounts in the open
market or in privately negotiated transactions, each participant is deemed, for
federal income tax purposes, to receive a dividend equal to the amount of cash
used to purchase shares on that participant's behalf.
28. When and how are gains and losses determined?
You will realize a gain or loss whenever you sell shares purchased
under the Plan and whenever you receive a cash payment for a fractional share
credited to your account. The amount of gain or loss will be the difference
between the amount you receive for your full or fractional shares and your tax
basis for the shares. The tax basis of a share acquired directly from National
Penn will equal its "fair market value," as defined for federal income tax
purposes, on the date we pay the dividend. The tax basis of a share acquired in
the open market or in privately negotiated transactions will equal its purchase
price.
29. When does the holding period begin?
When the Plan administrator buys shares of National Penn common stock
only from National Penn, the holding period for shares acquired will begin on
the next day after the day we pay the dividend.
When the Plan administrator buys any shares in the open market or in
privately negotiated transactions, the holding period for the shares acquired
will begin on the next day after the day when the Plan administrator allocates
shares to participants' accounts.
THE FOREGOING SUMMARIZES THE FEDERAL INCOME TAX CONSEQUENCES OF THE
PLAN AND DOES NOT INCLUDE A DISCUSSION OF STATE OR LOCAL TAX CONSEQUENCES
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OF THE PLAN. IT DOES NOT ADDRESS THE PARTICULAR CIRCUMSTANCES OF INDIVIDUAL
PARTICIPANTS. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR FOR FURTHER INFORMATION ON
THE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN.
Other Information
30. How is a rights offering, stock dividend, or stock split handled under the
Plan?
If National Penn offers shares of National Penn common stock through a
rights offering, your participation will be based upon both shares registered in
your name and shares held in your Plan account. The Plan administrator will
forward the rights to Plan participants for their disposition.
Likewise, if National Penn declares any stock dividend or stock split,
the stock dividend or stock split will be paid with respect to shares held in
your Plan account as well as shares registered in your name.
31. How will my shares in the Plan be voted?
You will have the power to vote the shares held in your Plan account.
We will send you a proxy statement and a proxy card for any annual or special
meeting of shareholders. If you are a registered shareholder, the proxy card
will cover both those shares registered in your name and those held in your Plan
account. If you are not a registered shareholder, the proxy card will be limited
to those shares held in your Plan account.
32. Must I notify the Plan administrator if I change my address?
Yes. The Plan administrator will mail your statements of account and
any notices to you at your most recent address on its records. Mailing of
notices to this address will satisfy any obligation we have to give you notice.
Accordingly, you should promptly notify the Plan administrator of any change in
your address.
33. Can I pledge my shares in the Plan as collateral for a loan?
No. You may not pledge shares credited to your Plan account as
collateral for a loan or other obligation. If you wish to pledge your shares,
you must first request and obtain a stock certificate for the shares issued in
your name. See question 17.
34. What are the responsibilities of National Penn and the Plan administrator to
me?
National Penn and the Plan administrator are not liable to you for any
act performed in good faith or for any good faith failure to act. This includes
any claim of liability:
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* Arising out of failure to terminate a participant's account
upon the participant's death or judicially determined
incapacity before receipt of written notice of death or
incapacity.
* With respect to the prices at which shares of National Penn
common stock are bought or sold, the times the shares are
bought or sold, and the parties from whom the shares are
bought or to whom the shares are sold.
35. Who bears the risk of market price fluctuations in the shares in the Plan?
You do. Your investment in shares of National Penn common stock under
the Plan will be no different from an investment in directly-held shares. You
will bear the risk of loss and may realize the benefits of gain from market
price changes with respect to all National Penn shares held by you in the Plan
or otherwise. THE SHARES ARE NOT DEPOSITS AND ARE NOT INSURED BY THE FDIC OR ANY
OTHER GOVERNMENT AGENCY.
USE OF PROCEEDS
To the extent that we sell original issue or treasury shares under the
Plan, and not shares purchased from others, we will
receive the proceeds. We do not know the number of shares that we will
ultimately sell under the Plan, the prices at which we will sell them, or the
amount of the proceeds that we will receive.
We intend to add any proceeds that we receive to our general
funds to be used for our general corporate purposes. These
include:
* National Penn's working capital needs.
* Possible additional investments in National
Penn's direct and indirect subsidiaries.
* Possible acquisitions of other financial
institutions or their assets.
* Possible acquisitions of, or investments in, other businesses
of a type eligible for bank holding companies or national
banks.
* Possible reduction in outstanding
indebtedness.
We may temporarily invest the proceeds in investment-grade securities.
We have no specific plans for any proceeds. Our purpose in making the offering
is to provide our shareholders with a convenient and automatic way to increase
their ownership of National Penn common stock.
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From time to time, National Penn may engage in additional capital
financings of a character and in amounts to be determined by National Penn in
light of its needs at that time or times and in light of prevailing market
conditions.
EXPERTS
The consolidated financial statements of National Penn as of December
31, 1998 and 1997 and for the three years in the period ended December 31, 1998,
incorporated in this prospectus by reference have been audited by Grant Thornton
LLP, independent certified public accountants, whose report thereon appears
therein, and in reliance upon the report of Grant Thornton LLP given upon the
authority of the firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the shares of National Penn common stock offered hereby
is being passed upon by the law firm Ellsworth, Carlton & Waldman, P.C.,
Wyomissing, Pennsylvania. H. Anderson Ellsworth, a principal in the firm, owns
directly or indirectly 11,500 shares of National Penn common stock.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy and information
statements, and other information with the Securities and Exchange Commission
under the Securities Exchange Act of 1934. You may read and copy this
information at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington D.C. 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers, such as
National Penn, that file electronically with the SEC. The address of that site
is http://www.sec.gov.
In addition, you can read and copy this information at the regional
offices of the SEC located at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. You can also inspect reports, proxy and information statements,
and other information about us at the offices of The Nasdaq Stock Market, 1735 K
Street, N.W., Washington, D.C. 20006.
We maintain an Internet site that contains information about us. The
address of that site is http://www.natpennbank.com.
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We filed a registration statement with the SEC under the Securities Act
of 1933, relating to the National Penn common stock offered under the Plan. This
prospectus does not contain all of the information included in the registration
statement. You will find additional information about us and our common stock in
the registration statement. You may read and copy the registration statement at
the SEC's public reference facilities described above.
We incorporate by reference in this prospectus the following important
business and financial information about National Penn that is not included in
or delivered with this prospectus (SEC File No. 000-10957):
* National Penn's Annual Report on Form 10-K
for the year ended December 31, 1998.
* National Penn's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1999.
* National Penn's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1999.
* National Penn's Current Report on Form 8-K
dated January 4, 1999, as amended by
Amendment No. 1 dated March 11, 1999.
* National Penn's Current Report on Form 8-K
dated February 28, 1999.
* National Penn's Current Report on Form 8-K
dated August 21, 1999.
* The description of National Penn common stock contained in
National Penn's registration statement on Form 8-A dated
February 24, 1983, and any amendment or report filed for the
purpose of updating such description.
* The description of National Penn's Shareholder Rights Plan
contained in National Penn's registration statement on Form
8-A dated September 11, 1989, as amended by Amendment No. 1
dated August 21, 1999.
We also incorporate by reference in this prospectus additional
documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus and before
the termination of the offering of our common stock under the Plan.
Any statement contained in this prospectus or in a document
incorporated in this prospectus will be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
in any later filed document which also is incorporated by reference herein
modifies
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or supersedes the statement. Any statement so modified or superseded shall not
be deemed to constitute a part of this prospectus, except as so modified or
superseded.
YOU MAY OBTAIN, AT NO COST, COPIES OF THE INFORMATION INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, UPON WRITTEN OR ORAL REQUEST. THE INSIDE FRONT
COVER OF THIS PROSPECTUS CONTAINS INFORMATION ON HOW TO MAKE A REQUEST.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
FOR SECURITIES ACT LIABILITIES
Pennsylvania law provides that a Pennsylvania corporation, such as
National Penn, may indemnify, under circumstances provided by law, its
directors, officers, employees and agents against liabilities and expenses they
may incur. These circumstances could include indemnification for liabilities and
expenses incurred in connection with claims arising under the Securities Act of
1933. National Penn has adopted provisions in its bylaws providing for
indemnification of our directors, officers, employees, and agents, to the full
extent permitted by Pennsylvania law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
National Penn under the foregoing provisions, National Penn has been informed
that, in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
-------------------------
We have not authorized anyone to provide you with any information other
than the information included in this prospectus and the documents to which we
refer you. If someone gives you other information, please do not rely on it as
being authorized by us.
This prospectus has been prepared as of September 22, 1999. There may
be changes in the affairs of National Penn after that date which are not
reflected in this document.
We are not offering, or soliciting an offer to buy, these shares in any
jurisdiction where an offer or solicitation is not authorized or is illegal.
THE SHARES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR DEPOSITORY INSTITUTION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
INVESTMENT IN THESE SHARES, AS WITH ANY INVESTMENT IN COMMON STOCK, INVOLVES
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
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