As filed with the Securities and Exchange Commission on September 22, 1999.
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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.)
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
610-689-9554
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Lawrence T. Jilk, Jr.
Chairman and Chief
Executive Officer
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
610-689-9554
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
H. Anderson Ellsworth, Esquire
Ellsworth, Carlton & Waldman, P.C.
1105 Berkshire Boulevard
Suite 320
Wyomissing, PA 19610
(610) 374-1135
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Approximate date of commencement of proposed sale to 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. [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. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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
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Title of
each class Proposed Proposed
of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered per unit (1) offering fee
registered price
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Common stock
(and associated 500,000
stock purchase shares (3)
rights) (2) (with rights) $22.8125 $11,406,250 $3,171
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), based on the average of the high and low
sale prices of the common stock on the National Market tier of The
Nasdaq Stock Market on September 17, 1999.
(2) Before the occurrence of triggering events, the stock purchase rights
will not be evidenced separately from the common stock.
(3) The prospectus that forms a part of this Registration Statement also
applies to Registration Statement No. 333-04729 in accordance with Rule
429(b).
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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............................................6
Dividends on Fractional Shares.......................7
Issuance of Shares...................................7
Transfer of Shares...................................8
Sale of Shares.......................................8
Withdrawal...........................................9
Custody Service.....................................10
Plan Amendment or Termination.......................11
Federal Income Tax Consequences.....................11
Other Information...................................12
Use of Proceeds..............................................13
Experts......................................................14
Legal Matters................................................14
Where You Can Find More Information..........................15
Indemnification of Directors, Officers and Others
For Securities Act Liabilities.............................16
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]
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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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 07606-1938.
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.
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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 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.
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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, 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 cover the quarterly purchases for all Plan participants. In that case,
the purchase price to all
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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.
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 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,
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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.
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.
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* 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.
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.
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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.
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.
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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.
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
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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 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.
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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:
* 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
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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 is making the offering
is to provide our shareholders with a convenient and automatic way to increase
their ownership of National Penn common stock.
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,
14
<PAGE>
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.
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.
15
<PAGE>
* 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 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
16
<PAGE>
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.
17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution
<S> <C>
SEC Registration Fees $ 3,171
Blue Sky Fees -0-
Legal Fees and Expenses 12,000 *
Accounting Fees and Expenses 2,000 *
Printing Costs 2,000 *
Postage and Handling Costs 2,000 *
Miscellaneous 1,000 *
------
Total $22,171 *
========
----------------------
*Estimated
</TABLE>
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 these 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 the 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 office as a director, 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 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 under the foregoing provisions, the Registrant 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.
II-18
<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
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.2 Bylaws, as amended, of National Penn Bancshares,
Inc. (incorporated herein by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996).
4.3 Amendment to Rights Agreement dated as of August
21, 1999, between the Registrant and National Penn
Bank, as Rights Agent (including as Exhibit "A"
thereto, the Rights Agreement dated as of August
23, 1989, between the Registrant and National Bank
of Boyertown, as Rights Agent) (incorporated by
reference to Exhibit 4.1 to the Registrant's Form
8-K dated August 21, 1999).
5 Opinion re: Legality and Consent of Ellsworth,
Carlton & Waldman, P.C., special counsel to the
Registrant.
23.1 Consent of Grant Thornton LLP, independent
auditors.
23.2 Consent of Ellsworth, Carlton & Waldman, P.C.,
special counsel to the Registrant (included in
Exhibit 5).
99.1 National Penn Bancshares, Inc. Amended and
Restated Dividend Reinvestment Plan.
99.2 National Penn Bancshares, Inc. Authorization Form
for Dividend Reinvestment Plan.
Item 17. 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.
II-19
<PAGE>
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.
II-20
<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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Boyertown, Commonwealth of Pennsylvania, on
September 22, 1999.
NATIONAL PENN BANCSHARES, INC.
(Registrant)
By/s/Lawrence T. Jilk, Jr.
Lawrence T. Jilk, Jr.,
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title
/s/Gary L. Rhoads Treasurer (Principal September 22, 1999
Gary L. Rhoads Financial and
Accounting Officer)
/s/John H. Body Director September 22, 1999
John H. Body
/s/J. Ralph Borneman, Jr. Director September 22, 1999
J. Ralph Borneman, Jr.
Director
Frederick H. Gaige
/s/John W. Jacobs Director September 22, 1999
John W. Jacobs
/s/Lawrence T. Jilk, Jr. Director, Chairman September 22, 1999
Lawrence T. Jilk, Jr. and Chief Executive
Officer (Principal
Executive Officer)
II-21
<PAGE>
/s/Patricia L. Langiotti Director September 22, 1999
Patricia L. Langiotti
/s/Kenneth A. Longacre Director September 22, 1999
Kenneth A. Longacre
/s/Robert E. Rigg Director September 22, 1999
Robert E. Rigg
/s/C. Robert Roth Director September 22, 1999
C. Robert Roth
/s/Harold C. Wegman, DDS Director September 22, 1999
Harold C. Wegman, D.D.S.
/s/Wayne R. Weidner Director and September 22, 1999
Wayne R. Weidner President
II-22
<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
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.2 Bylaws, as amended, of National Penn Bancshares,
Inc. (incorporated herein by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996).
4.3 Amendment to Rights Agreement dated as of August
21, 1999, between the Registrant and National Penn
Bank, as Rights Agent (including as Exhibit "A"
thereto, the Rights Agreement dated as of August
23, 1989, between the Registrant and National Bank
of Boyertown, as Rights Agent) (incorporated by
reference to Exhibit 4.1 to the Registrant's Form
8-K dated August 21, 1999).
5 Opinion re: Legality and Consent of Ellsworth,
Carlton & Waldman, P.C., special counsel to the
Registrant.
23.1 Consent of Grant Thornton LLP, independent
auditors.
23.2 Consent of Ellsworth, Carlton & Waldman, P.C.,
special counsel to the Registrant (included in
Exhibit 5).
99.1 National Penn Bancshares, Inc. Amended and
Restated Dividend Reinvestment Plan.
99.2 National Penn Bancshares, Inc. Authorization Form
for Dividend Reinvestment Plan.
II-23
ELLSWORTH, CARLTON & WALDMAN, P.C.
Attorneys at Law
1105 Berkshire Boulevard
Suite 320
Wyomissing, PA 19610
-----------
Telephone 610-374-1135
Fax 610-371-9510
September 21, 1999
Board of Directors
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, Pennsylvania 19512
Re: National Penn Bancshares, Inc.
Dividend Reinvestment Plan
Ladies and Gentlemen:
In connection with the proposed issuance of up to 500,000 shares of
common stock, without par value (the "Common Stock"), from time to time by
National Penn Bancshares, Inc. (the "Company") pursuant to the Company's
Dividend Reinvestment Plan (the "Plan"), covered by the Company's Registration
Statement on Form S-3 filed on or about this date (the "Registration
Statement"), we, as special counsel to the Company, have examined:
1. The Articles of Incorporation of the Company;
2. The Bylaws of the Company;
3. The resolutions adopted on August 25, 1999 by the Board of Directors
of the Company; and
4. The Registration Statement.
Based upon such examination and upon examination of such other
instruments, books, records and matters as we deemed necessary under the
circumstances, it is our opinion that:
1. The Company has been duly incorporated under the laws of the
Commonwealth of Pennsylvania and is validly existing and in good standing under
the laws of such Commonwealth.
2. The Common Stock covered by the Registration Statement has been duly
authorized and, when issued and sold pursuant to the terms described in the
Registration Statement, will be legally issued by the Company and fully paid and
nonassessable.
<PAGE>
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters".
Very truly yours,
ELLSWORTH, CARLTON & WALDMAN, P.C.
/s/ H. Anderson Ellsworth
H. Anderson Ellsworth
HAE:ms
Consent of Independent Certified Public Accountants
We have issued our report dated January 15, 1999 accompanying the consolidated
financial statements of National Penn Bancshares, Inc. and subsidiaries
appearing in the 1998 Annual Report of the Company to its shareholders and
included in Form 10-K for the year ended December 31, 1998 which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in this Registration Statement of the aforementioned reports and to
the use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
Philadelphia, Pennsylvania
September 21, 1999
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. The Company hereby appoints Mellon Bank, N.A. (the "Administrator")
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 (a) and (b).
4. An applicant's participation in the Plan will begin on the first
dividend record date after the Administrator receives 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, and any cash proceeds
of fractional Shares resulting from stock dividends, to the purchase of whole
and fractional Shares from the Company for participants' accounts. Such shares
may be authorized but unissued Shares or Shares held by the Company as treasury
stock, as the Company shall elect. The price of Shares purchased from the
Company will be equal to the fair market value (as defined in Section 6 hereof)
of such Shares on the dividend payment date.
1
<PAGE>
6. The "fair market value" of a Share as of any date shall be
determined:
(a) based on the average of the highest and lowest sale prices of a
Share on the given date, as reported on the National Association of Securities
Dealers Automated Quotation ("Nasdaq") National Market and published in The Wall
Street Journal,
(b) if no sale prices are reported for the given date, based on the
weighted average of the means between the highest and lowest sale prices on the
nearest date before and the nearest date after the given date, as reported on
Nasdaq,
(c) if the Shares are listed on a stock exchange, based on the average
of the highest and lowest sale prices of a Share on the given date, as reported
in The Wall Street Journal, or
(d) if the Shares are not listed on Nasdaq or on a stock exchange, by
the Company in its sole discretion.
If a dividend payment date falls on a Saturday, Sunday or holiday, fair market
value of a Share will be determined as if the dividend payment date had fallen
on the preceding Friday or business day, as the case may be.
7. The Company reserves the right to direct the Administrator from time
to time to purchase Shares under the Plan in the open market, including in
privately negotiated transactions (collectively, "open market purchases"). Open
market purchases may begin four business days before the dividend payment date
and shall be completed as soon as practical but in no circumstances later than
30 days after such date. The purchase price to participants for Shares acquired
through open market purchases will be the cost (including brokerage commission)
to the Administrator of such purchases. Where any Shares are acquired in open
market purchases, no Shares shall be allocated to participants' accounts until
the date on which the Administrator has acquired sufficient Shares from the
Company and/or through open market purchases 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
acquired from the Company and/or through open market purchases.
8. All shares purchased by the Administrator for Plan accounts shall be
held in its name or in the name of its nominee.
9. 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
2
<PAGE>
the account as of the preceding dividend record date, dividends received, amount
invested, brokerage commissions charged, 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. Any such request must be
submitted to the Administrator in writing after the Shares have been purchased.
No certificates for fractional Shares will be issued.
10. A Plan participant may deposit certificates for Shares registered
in his name 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 service fee in such amount as shall be agreed upon from
time to time by the Company and the Administrator.
11. The Administrator shall charge a 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. Such service fee shall be in such
amount as shall be agreed upon from time to time by the Company and the
Administrator.
12. The Administrator shall forward proxies to Plan participants
(excluding persons who also hold Shares of record or who are participating
through arrangements made by record holders on their behalf, all of whom will
receive proxies through other means) for Shares held under the Plan and will
vote any Shares that it holds for such a participant's account in accordance
with the participant's written instructions. If such a participant does not
return a proxy, such Shares will not be voted.
13. 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
3
<PAGE>
market value (as defined in Section 6 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).
14. 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 13
hereof. In every case of termination, the Administrator shall convert the
participant's interest in fractional Shares to cash by the sale of such interest
in the open market. 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.
15. All notices to the Administrator shall be addressed to:
ChaseMellon Shareholder Services, L.L.C.
Investment Services
P.O. Box 3338
South Hackensack, NJ 07606-1938
16. 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 makes a tender offer for Shares, each participant
shall receive directly any such rights or offer.
17. 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:
4
<PAGE>
(a) arising out of failure to terminate the participant's account upon
the participant's death or judicially determined incapacity prior to receipt of
notice in writing of such death or incapacity, or
(b) with respect to the prices at which Shares are purchased for or
sold from a participant's account, the times such purchases or sales are made,
and the parties from whom such Shares are purchased or to whom such Shares are
sold.
18. 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 August 25, 1999, effective September 1,
1999.
/s/ Sandra L. Spayd
-----------------------------
Secretary
5
NATIONAL PENN BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
-------------------------------
[FRONT OF CARD]
NATIONAL PENN BANCSHARES, INC.
DIVIDEND REINVESTMENT PLAN
TO: MELLON BANK, N.A.
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 to
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:
ChaseMellon Shareholder Services, L.L.C.
Investment Services
P.O. Box 3339
South Hackensack, NJ 07606
I understand that I may change or revoke this authorization at any time
by notifying ChaseMellon 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
