EXHIBIT 99.3
COMMUNITY INDEPENDENT BANK, INC.
201 North Main Street
Bernville, PA 19506
MERGER PROPOSED -- YOUR VOTE IS VERY IMPORTANT
, 2000
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Dear Fellow Shareholders:
The board of directors of Community Independent Bank, Inc. has called a
special meeting of shareholders for ______________, 2000. At the meeting, you
will be asked to approve a merger agreement between Community Independent Bank,
Inc. and National Penn Bancshares, Inc.
If the merger is completed, each outstanding share of Community
Independent Bank common stock will be exchanged for nine-tenths (.9) share of
National Penn common stock. For Community Independent Bank shareholders, this
represents a value of approximately $ per share based on the , 2000 closing sale
price of National Penn stock. In addition, the exchange of your stock for
National Penn stock generally will not be taxable.
The merger presents an opportunity for Community Independent Bank
shareholders to join on favorable terms in a combined enterprise with greater
financial resources, a more diversified business, and a more liquid stock.
Additionally, cash dividends paid to National Penn shareholders have
been significantly greater on a per share basis than those paid to Community
shareholders. Thus, for the six months ended June 30, 2000, cash dividends per
share of Community common stock were $0.14. The dividends declared on National
Penn common stock for the same period, $0.40 per share, multiplied by the
exchange ratio of .9 to 1, equal $0.36 per share.
After careful consideration, your board of directors unanimously
approved the merger. Your board believes the merger is in the best interests of
Community Independent Bank and its shareholders and unanimously recommends that
you vote for approval of the merger.
All Community Independent Bank shareholders are invited to attend the
shareholders' meeting in person. However, in order to ensure that your shares
will be voted, please complete, date, sign and promptly mail the enclosed proxy
card, whether or not you plan to attend the meeting. If you attend the meeting
in person, you may, if you wish, vote personally on all matters
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brought before the meeting.
The attached notice of special meeting and proxy statement/prospectus
describes the shareholders' meeting, the merger and other related matters.
Please read this document carefully. The directors and officers of Community
Independent Bank will be present at the meeting to respond to any questions that
you may have.
Frederick P. Krott Karl D. Gerhart
Chairman Acting President and
Chief Executive Officer
