UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss 240.14a-12
Nittany Financial Corp.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[NATIONAL PENN LOGO] [NITTANY FINANCIAL CORP LOGO]
PRESS RELEASE
National Penn contact: Catharine A. Bower
(610) 369-6618
cbower@natpennbank.com
Nittany contact: David Z. Richards Jr.
(814) 238-5724
DRichards@NittanyBank.com
NATIONAL PENN BANCSHARES, INC. RECEIVES REGULATORY
APPROVALS TO ACQUIRE NITTANY FINANCIAL CORP.
Boyertown, Pa. and State College, Pa., January 4, 2006 -- National Penn
Bancshares, Inc. (NASDAQ: NPBC), the parent company of National Penn Bank, and
Nittany Financial Corp., (OTCBB: NTNY), the parent company of Nittany Bank,
announced today that both the Federal Reserve Bank of Philadelphia and the
Pennsylvania Deparment of Banking have approved the pending merger of Nittany
Financial into National Penn. Nittany Financial shareholders will consider the
merger at a special shareholders' meeting to be held on January 17, 2006.
Subject to receipt of Nittany Financial shareholder approval and satisfaction of
other customary closing conditions, closing is expected to occur on or before
January 31, 2006.
Upon completion of the merger, National Penn expects to have assets in
excess of $5 billion and to remain the seventh largest bank holding company
headquartered in Pennsylvania.
ABOUT NATIONAL PENN BANCSHARES, INC.:
National Penn Bancshares, Inc. is a $4.57 billion asset financial services
company operating 73 offices in southeastern Pennsylvania through National Penn
Bank and its FirstService Bank, HomeTowne Heritage Bank, and The Peoples Bank of
Oxford divisions. The Peoples Bank of Oxford Division also operates one
community office in Cecil County, Maryland. National Penn's investment
management units, with combined client assets approaching $1.6 billion, consist
of National Penn Investors Trust Company, which provides trust and investment
management services; National Penn Investment Services, which markets brokerage
services provided by PrimeVest Financial Services, Inc.; and National Penn
Capital Advisors, Inc., which provides investment advisory services. National
Penn Bancshares also
provides mortgage banking activities through National Penn Mortgage Company;
insurance services through National Penn Insurance Agency, Inc.; and equipment
leasing services through National Penn Leasing Company. National Penn
Bancshares, Inc. common stock is traded on the NASDAQ Stock Market under the
symbol "NPBC." Additional information about the National Penn family is
available on the company's Web site at www.nationalpennbancshares.com.
ABOUT NITTANY FINANCIAL CORP.:
Nittany Financial Corp. is the parent company for Nittany Bank, a federally
chartered financial institution headquartered and operated in State College,
Pennsylvania. Nittany Bank began operations in October 1998 and currently
operates four offices in State College and one office in Bellefonte, five ATMs,
telephone banking [(814) 231-1800] and transactional internet banking. Nittany
also owns two investment subsidiaries. Nittany Asset Management, Inc. offers
retail investment products through the Bank's five offices. Vantage Investment
Advisors, LLC is a registered investment advisory firm providing fee-based
investment management services. Vantage currently manages approximately $310
million in investments for small business retirement plans as well as individual
portfolio management for consumers. Additional information about Nittany
Financial is available on the company's Web site at www.nittanybank.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This release contains forward-looking information about National Penn
Bancshares, Inc., Nittany Financial Corp. and the combined operations of
National Penn Bancshares, Inc. and Nittany Financial Corp. after the completion
of the pending merger that are intended to be covered by the safe harbor for
forward-looking statements provided by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are statements that are not historical
facts. These statements can be identified by the use of forward-looking
terminology such as "believe," "expect," "may," "will," "should," "project,"
"plan," "seek," "intend," or "anticipate" or the negative thereof or comparable
terminology, and include discussions of strategy, financial projections and
estimates and their underlying assumptions, statements regarding plans,
objectives, expectations or consequences of the transactions, and statements
about the future performance, operations, products and services of the companies
and their subsidiaries.
National Penn Bancshares and Nittany Financial's businesses and operations,
as well as their combined business and operations following the completion of
the transactions described in the release, are and will be subject to a variety
of risks, uncertainties and other factors. Consequently, their actual results
and experience may materially differ from those contained in any forward-looking
statements. Such risks, uncertainties and other factors that could cause actual
results and experience to differ from those projected include, but are not
limited to, the following: (1) ineffectiveness of their business strategy due to
changes in current or future market conditions, (2) the effects of competition,
and of changes in laws and regulations on competition, including industry
consolidation and development of competing financial products and services, (3)
interest rate movements, (4) deteriorating economic conditions, (5) risks
inherent in transactions of this sort, such as the failure to achieve
merger-related synergies, technology and integration issues, and potential
difficulties in establishing and maintaining
operations in new markets, (6) volatility in the securities markets, and (7)
those risks, factors and uncertainties identified in National Penn Bancshares'
Current Report on Form 8-K filed with the United States Securities and Exchange
Commission ("SEC") on September 7, 2005. The foregoing review of important
factors should be read in conjunction with the other cautionary statements that
are included in National Penn Bancshares' Annual Report on Form 10-K and Nittany
Financial's Annual Report on Form 10-KSB for their respective fiscal years ended
December 31, 2004, as well as in the materials filed and to be filed with the
SEC. See "Additional Information" below. Neither National Penn Bancshares nor
Nittany Financial makes any commitment to revise or update any forward-looking
statements in order to reflect events or circumstances occurring or existing
after the date any forward-looking statement is made. National Penn Bancshares
and Nittany Financial caution readers not to place undue reliance on these
statements.
ADDITIONAL INFORMATION:
National Penn Bancshares has filed a registration statement on Form S-4 in
connection with the transaction, which registration statement has been declared
effective by the SEC, and Nittany Financial has mailed a proxy
statement/prospectus to its shareholders in connection with the transaction.
Investors and security holders of Nittany Financial are urged to read the proxy
statement/prospectus, because it contains important information about National
Penn Bancshares, Nittany Financial and the transaction. Investors and security
holders may obtain a free copy of the proxy statement/prospectus at the SEC's
web site at www.sec.gov. A free copy of the proxy statement/prospectus may also
be obtained from National Penn Bancshares or Nittany Financial. You may direct
such a request to either of the following persons:
Sandra L. Spayd David Z. Richards Jr.
Corporate Secretary President and CEO
National Penn Bancshares, Inc. Nittany Financial Corp.
Philadelphia and Reading Avenues 116 East College Ave
Boyertown, PA 19512 State College, PA 16801
(610) 369-6202 (814) 238-5724
National Penn Bancshares, Nittany Financial and their respective executive
officers and directors may be deemed to be participants in the solicitation of
proxies from the shareholders of Nittany Financial in favor of the transaction.
Information regarding the interests of these officers and directors in the
transaction is included in the proxy statement/prospectus.
In addition to the registration statement on Form S-4 filed by National
Penn Bancshares and declared effective by the SEC in connection with the
transaction, and the proxy statement/prospectus mailed to the shareholders of
Nittany Financial in connection with the transaction, each of National Penn
Bancshares and Nittany Financial file annual, quarterly and current reports,
proxy and information statements and other information with the SEC. Investors
may read and copy any of these reports, statements and other information at the
SEC's public reference rooms located at 100 F Street, N.E., Washington, D.C.,
20549, or any of the SEC's other public reference rooms located in New York and
Chicago. Investors should call the SEC at 1-800-SEC-0330 for further information
on these public reference rooms. The reports, statements and other information
filed by National Penn Bancshares and Nittany Financial with the SEC are also
available for free at the SEC's Web site at www.sec.gov. A free copy of these
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reports, statements and other information may also be obtained from National
Penn Bancshares or Nittany Financial.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
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