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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): July 23, 2000
COMMUNITY INDEPENDENT BANK, INC.
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA
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(State or other jurisdiction of incorporation)
000-29658 23-2357593
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(Commission file number) (IRS employer ID)
201 N. Main Street, Bernville, PA 19506
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (601) 488-1200
NONE
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(Former name, address and fiscal year, if changed since last report.)
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Item 5. Other Events
On July 23, 2000, Community Independent Bank, Inc. (the "Company") entered
into an Agreement (the "Merger Agreement") with National Penn Bancshares, Inc.
("NPB"), pursuant to which the Company will be merged with and into NPB, which
shall be the surviving corporation (the "Merger"). The Merger Agreement was
approved by the Company's Board of Directors on July 23, 2000. Pursuant to the
Merger Agreement, Bernville Bank, N.A., the Company's only bank subsidiary, will
be merged into National Penn Bank, a NPB subsidiary. A copy of the Press
Release announcing the Merger Agreement is filed herewith as Exhibit 99.2.
In the Merger, each outstanding share of Company Common Stock, $5.00 par
value per share ("Company Common Stock"), will be converted into nine-tenths
(9/10) shares of NPB Common Stock, no par value ("NPB Common Stock"), and cash
in lieu of fractional shares. Consummation of the Merger is subject to certain
terms and conditions, including, among other things, approval by various
regulatory authorities and the Company's shareholders. The foregoing summary of
the Merger Agreement is qualified in its entirety by reference to the Merger
Agreement which is filed herewith as Exhibit 2 and is incorporated herein by
reference.
The Company and NPB also entered into a Stock Option Agreement dated as of
July 23, 2000 (the "Stock Option Agreement") pursuant to which the Company has
granted to NPB an option to purchase, under certain circumstances set forth in
the Stock Option Agreement, up to that number of shares of Company Common Stock
that represents 19.9% of the number of currently issued and outstanding shares
of Company Common Stock, at a purchase price per share of $10.00, subject to
adjustment as provided in the Stock Option Agreement. The foregoing summary of
the Stock Option Agreement is qualified in its entirety by reference to the
Stock Option Agreement which is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
2 Agreement dated as of July 23, 2000 by and between
Community Independent Bank, Inc. and National Penn
Bancshares, Inc.
99.1 Stock Option Agreement dated as of July 23, 2000 by and
between Community Independent Bank, Inc. and National
Penn Bancshares, Inc.
99.2 Press Release dated July 24, 2000
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SIGNATURES
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 thereunto duly authorized.
Community Independent Bank, Inc.
Date: July 27, 2000 /s/ Karl D. Gerhart
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President & CEO
(Principal Executive Officer)
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EXHIBIT INDEX
Exhibit No. Description
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2 Agreement dated as of July 23, 2000 by and between
Community Independent Bank, Inc. and National Penn
Bancshares, Inc.
99.1 Stock Option Agreement dated as of July 23, 2000 by and
between Community Independent Bank, Inc. and National
Penn Bancshares, Inc.
99.2 Press Release dated July 24, 2000
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