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 25, 2003
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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) Identification 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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FirstService Bank - Closing
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As previously reported, on September 24, 2002, National Penn, National
Penn Bank and FirstService Bank entered into an Agreement and Plan of Merger
(the "Agreement") providing, among other things, for the merger of FirstService,
a $400 million bank headquartered in Doylestown, Pennsylvania, with and into
National Penn Bank, with National Penn Bank surviving the merger.
On February 25, 2003, National Penn, National Penn Bank and
FirstService completed the merger. Prior to the merger, National Penn operated
58 community offices and had total assets of $2.9 billion. As a result of the
merger, National Penn now has $3.2 billion in assets and operates 65 community
offices in southeastern Pennsylvania through National Penn Bank (including its
FirstService Bank Division discussed herein) and two community offices in
southeastern Pennsylvania through Panasia Bank N.A. Panasia Bank N.A. also
operates four community offices in the northern New Jersey marketplace and one
office in Annandale, Virginia.
When the merger became effective, each outstanding share of
FirstService common stock was automatically converted into the right to receive
..5954 share of National Penn common stock plus $3.90 in cash. A total of
2,563,552 shares of National Penn common stock were issued in the merger. As a
result, a total of 23,190,994 shares of National Penn common stock were issued
and outstanding immediately after completion of the merger. On the effective
date of the merger, the last reported sale price of National Penn common stock,
as reported on the National Market tier of The Nasdaq Stock Market, was $25.69
per share. National Penn will account for the merger under the purchase method
of accounting. The transaction resulted in the recording of approximately $52
million of goodwill and other intangibles.
Immediately prior to the merger, there were stock options outstanding
and exercisable for 860,489 shares of FirstService common stock. When the merger
became effective, each such option was automatically converted into a substitute
stock option for National Penn common stock, with the number of shares and the
per share exercise price adjusted pursuant to the terms of the Agreement,
resulting in the issuance of stock options exercisable for 643,169 shares of
National Penn common stock with an exercise price of either $6.69 or $13.38 per
share. Otherwise, the substitute stock options were issued on the same terms and
conditions as the converted FirstService options.
Upon closing, National Penn Bank established the FirstService Bank
Division. National Penn Bank's existing offices in Doylestown and Sellersville,
in Bucks County, Pennsylvania and Horsham, in Montgomery County, Pennsylvania
became offices of the new division.
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The articles of association and bylaws of National Penn Bank remain the
same as those in effect immediately prior to the merger. The Boards of Directors
and executive officers of National Penn and National Penn Bank remain the same
as those in office immediately prior to the merger, except that, as provided in
the Agreement:
* Alexander Rankin and John C. Spier, former FirstService
directors, became additional directors of National Penn and
National Penn Bank; and
* John C. Spier became Chairman and CEO of the FirstService
Division of National Penn Bank and Group Executive Vice
President/Corporate Planning Officer of National Penn Bank and a
member of the Chairman's Council and the Management,
Asset/Liability, and Technology Steering Committees.
As provided in the Agreement, on February 25, 2003, National Penn Bank
established the "FirstService Division Board of Directors," consisting of all
former FirstService directors and one National Penn executive officer. In
accordance with National Penn's corporate governance procedures and guidelines,
the FirstService Division Board of Directors will have authority to add
additional members from time to time.
The foregoing summary of the merger does not purport to be complete and
is qualified in its entirety by reference to the Agreement, which is
incorporated by reference herein as Exhibit 2.1.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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2.1 Agreement and Plan of Merger dated September 24, 2002, by and
among National Penn Bancshares, Inc., National Penn Bank and
FirstService Bank. (Schedules are omitted pursuant to
Regulation S-K, Item 601(b)(2); National Penn agrees to
furnish a copy of such schedules to the Securities and
Exchange Commission upon request.) (Incorporated by reference
to Exhibit 2.1 to National Penn's Current Report on Form 8-K
dated September 24, 2002.)
2.2 Form of Letter Agreement between National Penn Bancshares,
Inc. and directors of FirstService Bank concerning voting for
approval of merger. (Incorporated by reference to Exhibit 2.2
to National Penn's Current Report on Form 8-K dated September
24, 2002.)
99 Press Release of National Penn Bancshares, Inc. and
FirstService Bank dated February 25, 2003. (Filed pursuant to
Item 9 of Form 8-K.)
Item 9. Regulation FD Disclosure.
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On February 25, 2003, National Penn and FirstService issued a press
release concerning closing of Nation Penn's acquisition of FirstService Bank
(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
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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 Chief
Executive Officer
Dated: March 4, 2003
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EXHIBIT INDEX
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Exhibit Number Description
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2.1 Agreement and Plan of Merger dated September 24, 2002, by and
among National Penn Bancshares, Inc., National Penn Bank and
FirstService Bank. (Schedules are omitted pursuant to
Regulation S-K, Item 601(b)(2); National Penn agrees to
furnish a copy of such schedules to the Securities and
Exchange Commission upon request.) (Incorporated by reference
to Exhibit 2.1 to National Penn's Current Report on Form 8-K
dated September 24, 2002.)
2.2 Form of Letter Agreement between National Penn Bancshares,
Inc. and directors of FirstService Bank concerning voting for
approval of merger. (Incorporated by reference to Exhibit 2.2
to National Penn's Current Report on Form 8-K dated September
24, 2002.)
99 Press Release of National Penn Bancshares, Inc. and
FirstService Bank dated February 25, 2003. (Filed pursuant to
Item 9 of Form 8-K.)
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