SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 4, 1999
NATIONAL PENN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-10957 23-2215075
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Ident. No.)
Philadelphia and Reading Avenues, Boyertown, PA 19512
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (215) 367-6001
N/A
(Former name or former address, if changed since last report)
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Item 5. Acquisition or Disposition of Assets.
On January 4, 1999 (the "Effective Date"), National Penn Bancshares,
Inc., a Pennsylvania corporation and registered bank holding company ("NPB"),
acquired Elverson National Bank, a national banking association ("ENB"), by the
merger (the "Merger") of ENB with and into National Penn Bank, a national
banking association and a wholly-owned subsidiary of NPB (the "Bank"), pursuant
to an Amended Agreement and Plan of Merger (the "Agreement") dated as of July
21, 1998, by and among NPB, Bank and ENB.
On the Effective Date, pursuant to the Agreement, ENB merged into Bank,
with Bank surviving the Merger as a wholly-owned subsidiary of NPB, the separate
existence of ENB ceased, and all property (real, personal and mixed), rights,
powers, duties, obligations and liabilities of ENB were automatically
transferred to Bank, in accordance with the National Bank Act. Bank will utilize
the acquired assets in its commercial banking business. Bank established a new
banking division called "Elverson National Bank, a Division of National Penn
Bank".
The articles of incorporation and bylaws of NPB, and the articles of
association and bylaws of Bank, remain the same as those in effect immediately
prior to the Effective Date.
The Boards of Directors and executive officers of NPB and Bank remain
the same as those in office immediately prior to the Effective Date, except that
Robert E. Rigg and John W. Jacobs, two ENB directors, became additional
directors of both NPB and Bank, and Glenn E. Moyer, President and Chief
Executive Officer of ENB, became an Executive Vice President of Bank, President
of Bank's new Elverson National Bank Division, and President of Bank's Berks and
Montgomery County regions.
Immediately prior to completion of the Merger, there were 2,602,117 shares
of ENB common stock issued and outstanding. On the Effective Date, pursuant to
the Agreement, each outstanding share of ENB common stock was automatically
converted into 1.46875 shares of NPB common stock. A total of 3,821,735 shares
of NPB common stock were issued in the Merger. As a result, a total of
16,989,793 shares of NPB common stock were issued and outstanding immediately
after completion of the Merger. On the Effective Date, the last reported sale
price of NPB common stock, as reported on the National Market tier of The Nasdaq
Stock Market, was $27.25 per share. The Merger was treated as a "pooling of
interests" for financial accounting purposes.
Immediately prior to completion of the Merger, there were stock options
outstanding and exercisable for 44,424 shares of ENB common stock. On the
Effective Date, pursuant to the Agreement, each such option was automatically
converted into a substitute
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stock option for NPB common stock, with the number of shares and the per share
exercise price adjusted to reflect the exchange ratio of 1.46875 to 1, and
otherwise on the same terms and conditions as the converted ENB option. As a
result, stock options exercisable for 65,248 shares of NPB common stock were
issued.
The foregoing summary of the Merger does not purport to be complete and
is qualified in its entirety by reference to the Agreement, which is filed
herein as Exhibit 2.1.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements required by Item 7(a) of Form 8-K are not
included in this Report. The Registrant will provide the financial statements
required by Item 7(a) of Form 8-K by an amendment to this Report, which
amendment will be filed as soon as practicable but no later than March 20, 1999.
(b) Pro forma financial information.
The pro forma financial information required by Item 7(b) of Form 8-K
is not included in this Report. The Registrant will provide the pro forma
financial information required by Item 7(b) of Form 8-K by an amendment to this
Report, which amendment will be filed as soon as practicable but no later than
March 20, 1999.
(c) Exhibits.
2.1 - Amended Agreement and Plan of Merger dated as of July 21, 1998,
by and among National Penn Bancshares, Inc., National Penn Bank, and Elverson
National Bank. (Incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement No. 333- 65841 on Form S-4 as filed October 16, 1998).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NATIONAL PENN BANCSHARES, INC.
By /s/ Wayne R. Weidner
Wayne R. Weidner
President
Dated: January 8, 1999
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EXHIBIT INDEX
Exhibit Number Description
2.1 Amended Agreement and Plan of Merger dated as of July
21, 1998, by and among National Penn Bancshares,
Inc., National Penn Bank, and Elverson National Bank.
(Incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement No. 333-65841 on
Form S-4 as filed October 16, 1998).
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