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) February 10, 2003
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)
Item 5. Other Events.
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On February 10, 2003, National Penn Bancshares, Inc. ("NPB"), Panasia
Bank, N.A., a wholly-owned subsidiary of NPB ("Panasia"), and Woori America
Bank, a New York state-chartered banking institution ("Woori America"), entered
into an Agreement (the "Agreement") which provides for, among other things, the
sale of Panasia to Woori America for $34.5 million in cash, and subsequent
thereto, the merger of Panasia into Woori America, with Woori America surviving
the merger (the sale and the merger are collectively referred to herein as the
"Transactions").
Concurrently with the execution of the Agreement, Woori Bank, a Korean
banking institution and parent company of Woori America Bank ("Woori"), executed
a Guaranty Agreement in favor of NPB and Panasia ("Guaranty Agreement"). The
Guaranty Agreement provides, among other things, for a cash capital contribution
of at least $15 million U.S. dollars by Woori to Woori America.
The Agreement also provides that, immediately prior to closing, Panasia
will pay to NPB the fees and expenses of NPB's attorneys, accountants and
investment bankers incurred in connection with the Transactions, but not to
exceed $650,000.
NPB and Panasia anticipate that closing of the Transactions will occur
in third quarter 2003. Closing of the Transactions is subject to a number of
conditions, including the receipt of all required regulatory approvals (the
Board of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, and the New York State Department of Banking) and the absence of a
material adverse change (as defined in the Agreement) at Panasia. Although the
Agreement provides that Woori must file applications for all required regulatory
approvals by March 27, 2003 and process them diligently and on a priority basis,
no assurance can be given that all required regulatory approvals will be
obtained, that all closing conditions will be satisfied or waived, or that the
Transactions will in fact be consummated.
The foregoing description of the Agreement and the related Guaranty
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Agreement and the Guaranty Agreement, which are filed herein as
Exhibits 2.1 and 2.2, respectively.
NPB anticipates that the proceeds from the sale of Panasia will be used
for general corporate purposes, including, but not limited to, capital
contributions to National Penn Bank to support its growth strategies, for
working capital, for repurchases of common stock, and for repayment of debt. NPB
may also use a portion of the sale proceeds to fund future acquisitions,
although NPB does not presently have any understandings with respect to any such
future acquisitions. NPB
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may also use the sale proceeds to make investments in marketable securities.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
2.1 - Agreement dated February 10, 2003 among National Penn
Bancshares, Inc., Panasia Bank, N.A., and Woori America Bank.
2.2 - Guaranty Agreement dated February 10, 2003 of Woori Bank in
favor of National Penn Bancshares, Inc. and Panasia Bank, N.A.
99 - Press Release dated February 10, 2003, of National Penn
Bancshares, Inc. (filed pursuant to Item 9 hereof).
Item 9. Regulation FD Disclosure
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On February 10, 2003, National Penn Bancshares, Inc. issued a press
release concerning its proposed sale of Panasia Bank, N.A. (discussed at Item 5
hereof). This press release is filed herein, as part of this Item 9, as Exhibit
99.
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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/ Glenn E. Moyer
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Glenn E. Moyer
Executive Vice President
Dated: February 14, 2003
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EXHIBIT INDEX
Exhibit Number Description
2.1 Agreement dated February 10, 2003 among National Penn
Bancshares, Inc., Panasia Bank, N.A., and Woori America Bank.
2.2 Guaranty Agreement dated February 10, 2003 of Woori Bank in
favor of National Penn Bancshares, Inc. and Panasia Bank, N.A.
99 Press Release dated February 10, 2003, of National Penn
Bancshares, Inc. (filed pursuant to Item 9 hereof).
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