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) February 28, 1999
NATIONAL PENN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-10957 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. Other Events.
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 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 dated as of July 21, 1998, by and among NPB, Bank
and ENB.
The transaction was accounted for under the "pooling of interests"
method of accounting.
Attached hereto as Exhibit 99.1 is NPB's consolidated earnings
statement for the two months ended February 28, 1999. This earnings statement
includes the combined financial results of NPB, the Bank and Elverson from the
Effective Date through February 28, 1999, and is filed in this Current Report on
Form 8-K in compliance with Accounting Series Releases Nos. 130 and 135 of the
Securities and Exchange Commission ("SEC") and Section 201.01 of the SEC's
Codification of Financial Reporting Policies.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 - Consolidated Earnings Statement of National Penn
Bancshares, Inc. for two months ended February 28, 1999.
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<PAGE>
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: March 8, 1999
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99.1 Consolidated Earnings Statement of National Penn
Bancshares, Inc. for two months ended February 28,
1999.
4
EXHIBIT 99.1
NATIONAL PENN BANCSHARES, INC. AND SUBSIDIARIES
EARNINGS STATEMENT
As required by SEC Accounting Series Releases Nos. 130 and 135 and
Section 201.01 of the SEC's Codification of Financial Reporting Policies
Two Months Ended
(Dollars in thousands, except per share data) February 28, 1999
----------------------
INTEREST INCOME
Loans, including fees $ 20,542
Deposits in banks 25
Federal funds sold 8
Trading assets 196
Investment securities 4,872
--------
Total interest income 25,643
--------
INTEREST EXPENSE
Deposits 8,688
Federal funds purchased, borrowed funds and
securities sold under repurchase agreements 4,062
--------
Total interest expense 12,750
--------
Net interest income 12,893
Provision for loan losses 943
--------
Net interest income after provision
for loan losses 11,950
--------
OTHER INCOME
Trust and investment management income 615
Service charges on deposit accounts 856
Net gains (losses) on sale of securities and mortgages (172)
Trading revenue (48)
Other 1,511
--------
Total other income 2,762
--------
OTHER EXPENSES
Salaries, wages and employee benefits 6,203
Net premises and equipment 1,519
Other operating 2,369
--------
Total other expenses 10,091
--------
Income before income taxes 4,621
Applicable income tax expense 810
--------
Net income $ 3,811
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PER SHARE OF COMMON STOCK
Net income per share - basic $ 0.22
Net income per share - diluted 0.22
