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) August 9, 2002
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NATIONAL PENN BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-10957 23-2215075
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Ident. No.)
Philadelphia and Reading Avenues, Boyertown, PA 19512
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (610) 367-6001
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Stock Repurchase Plan (Rule 10b5-1 Plan)
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On August 9, 2002, National Penn adopted a pre-determined stock
repurchase plan pursuant to SEC Rule 10b5-1. The purpose of this Plan is to
carry out National Penn's previously reported 1 million share stock repurchase
plan adopted on June 26, 2002.
Under the August 9, 2002 plan, beginning September 2, 2002 and on each
business day thereafter until termination of the plan, National Penn will
purchase up to 1,000 shares of National Penn stock through an independent
broker, provided the price does not exceed a stipulated amount. The plan is also
intended to comply with the safe harbor provisions of SEC Rule 10b-18.
Wayne R. Weidner - Rule 10b5-1 Plan
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On August 26, 2002, Wayne R. Weidner, Chairman, President and Chief
Executive Officer, of National Penn Bancshares, Inc., adopted a plan to increase
his ownership of National Penn common stock to approximately 52,500 shares from
37,606 shares over the next three months. This plan is intended to comply with
SEC Rule 10b5-1. The plan was approved by National Penn's Board of Directors
under its insider trading policy.
Under Mr. Weidner's plan, he will exercise stock options for a total of
32,637 shares of National Penn common stock over a three-month period beginning
August 28, 2002 and ending October 15, 2002. These options are exercisable at an
exercise price of $8.80 per share. Mr. Weidner will pay the exercise price by
the delivery of shares of National Penn common stock with a fair market value
equal to the exercise price, as permitted by the governing Stock Option Plan and
his stock option agreement.
Based on the current market price of National Penn's common stock
(approximately $27 per share), it is anticipated that these transactions will
result in the net addition of approximately 14,900 shares to Mr. Weidner's total
ownership of National Penn common stock.
Trust Preferred Securities
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On August 20, 2002, National Penn completed a public offering of
2,530,000 shares of 7.85% Trust Preferred Securities with an aggregate offering
price of $63,250,000. The securities were issued by NPB Capital Trust II, a
Delaware business trust subsidiary of National Penn, and are listed on the
Nasdaq Stock Market's National Market under the symbol NPBCO.
Proceeds of the offering were invested in National Penn
Bancshares, Inc., most of which will be additional Tier 1
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capital, which will expand National Penn's already well-capitalized capital
base. National Penn expects to use the funds to retire its currently outstanding
9% trust preferred securities and for general corporate purposes, including
capital contributions to its banking subsidiaries, for working capital and
repurchases of common stock, and to fund future acquisitions.
Statements made herein concerning National Penn's intended use of
proceeds from the offering are forward-looking statements. Actual results could
differ materially due to the following risks and uncertainties--deteriorating
economic conditions; increased competition; interest rate movements; market
volatility in the securities markets; legislative or regulatory developments;
merger-related synergies, savings and integration issues; technological changes;
and other risks and uncertainties discussed in National Penn's reports filed
from time to time with the Securities and Exchange Commission. National Penn
cautions readers not to place undue reliance on these statements. National Penn
undertakes no obligation to publicly release or update any of these statements.
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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
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Name: Wayne R. Weidner
Title: Chairman, President
and CEO
Dated: August 28, 2002
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