Filed by Chester Valley Bancorp Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and Deemed Filed under Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Chester Valley Bancorp Inc.
Commission File No. 0-18833
To our valued customers,
We have some exciting news to share with you! ON JANUARY 20, 2005, FIRST
FINANCIAL BANK ANNOUNCED THAT IT IS JOINING FORCES WITH WILLOW GROVE BANK. This
dynamic partnership will unleash a whole new range of benefits for you.
In many respects, this merger will be invisible. All the same great people will
remain at our branches, and I have been given the honor to lead the new
organization as CEO and President. We will continue to be locally operated. All
of our present branches will remain--but you will now have many more to choose
from. Our bank name will stay the same for the near term and you have my
personal commitment that our tradition of extraordinary customer service will
remain and grow with this new partnership. We expect the merger to be completed
during the third quarter of this year.
When the merger is completed, banking with First Financial Bank will be more
convenient than ever. Whether you live or work in Chester, Montgomery, Bucks
County, or Northeast Philadelphia, we will be there with 27 branches ready to
serve you!
I want to assure you that we are not merging with an impersonal 'mega-bank'. We
have chosen to join with a bank of similar size and similar commitment to the
community. We know you, our customers, well. We understand that you do business
with us because of the personal service that our employees deliver, and our
ability to make quick, local decisions. You know that we commit personal and
financial resources back into our community. None of this will change, as Willow
Grove shares this philosophy.
This merger will allow us to broaden the scope of our services that you can use
to better manage your personal and business finances. The combined bank will
offer more extensive commercial banking services, private banking, investment
management and trust, and brokerage operations. And, for our commercial
customers, we will have more capital, giving us the ability to lend more money.
Your business is important to us, and will remain important to us as we move
forward. Thank you for choosing us to serve all of your financial needs. If you
have any questions, please do not hesitate to call me at 610-269-9700.
Best regards,
/s/s Donna M. Coughey
Donna M. Coughey
President and CEO
Chester Valley Bancorp
FORWARD LOOKING STATEMENTS. A number of the matters discussed in this message
that are not historical or current facts deal with potential future
circumstances and developments, in particular, information regarding the new
company, including expected synergies resulting from the merger of Chester
Valley Bancorp and Willow Grove Bancorp, combined operating and financial data,
future banking plans, and whether and when the transactions contemplated by the
merger agreement will be consummated. The discussion of such matters is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from actual future
experience involving any one or more of such matters. Such risks and
uncertainties include: the failure to realize capital, operating expense and
other synergies; the result of the review of the proposed merger by various
regulatory agencies, and any conditions imposed on the new company in connection
with consummation of the merger; approval of the merger by the shareholders of
Chester Valley Bancorp and Willow Grove Bancorp and satisfaction of various
other conditions to the closing of the merger contemplated by the merger
agreement; and the risks that are described from time to time in Chester Valley
Bancorp's and Willow Grove Bancorp's respective reports filed with the SEC,
including each company's annual report on Form 10-K for the year ended June 30,
2004 and quarterly report on Form 10-Q for the quarter ended September 30, 2004.
This message speaks only as of its date, and Chester Valley Bancorp and Willow
Grove Bancorp each disclaims any duty to update the information herein.
ADDITIONAL INFORMATION AND WHERE TO FIND IT. In connection with the proposed
merger, a registration statement on Form S-4 will be filed with the SEC. CHESTER
VALLEY BANCORP AND WILLOW GROVE BANCORP SHAREHOLDERS ARE ENCOURAGED TO READ THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE
REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER. The final joint proxy statement/prospectus will be mailed to
shareholders of Chester Valley Bancorp and Willow Grove Bancorp. Shareholders
will be able to obtain the documents free of charge at the SEC's website,
www.sec.gov, from Chester Valley Bancorp by calling Joseph Crowley, or from
Willow Grove Bancorp by calling Christopher E. Bell.
PARTICIPANTS IN SOLICITATION. Chester Valley Bancorp, Willow Grove Bancorp and
their respective directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies in respect of the merger. Information concerning persons who may be
considered participant's in the solicitation of Chester Valley Bancorp's
shareholders is set forth in the proxy statement dated September 10, 2004, for
Chester Valley Bancorp's 2004 annual meeting of shareholders as filed with the
SEC on Schedule 14A. Information concerning persons who may be considered
participant's in the solicitation of Willow Grove Bancorp's shareholders is set
forth in the proxy statement dated October 8, 2004, for Willow Grove Bancorp's
2004 annual meeting of shareholders as filed with the SEC on Schedule 14A.
Additional information regarding the interests of participants of Chester Valley
Bancorp and Willow Grove Bancorp in the solicitation of proxies in respect of
the merger will be included in the registration statement and joint proxy
statement/prospectus to be filed with the SEC.