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 20, 2004
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NATIONAL PENN BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-22537-01 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)
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Item 5. Other Events.
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Trust Preferred Securities
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On February 20, 2004, National Penn completed an offering of 20,000
shares of floating rate (three month LIBOR plus a margin of 2.75%) Capital
Securities with an aggregate offering price of $20,000,000. The securities were
issued by NPB Capital Trust III, a Delaware statutory trust subsidiary of
National Penn.
The Capital Securities were offered and sold to an initial purchaser in
a private transaction that was not registered under the Securities Act of 1933.
The initial purchaser intends to sell the Capital Securities to "qualified
institutional buyers" (as defined in Rule 144A under the Securities Act of
1933). The Capital Securities will not be registered under the Securities Act of
1933 and may not be offered or otherwise sold in the United States absent
registration or an applicable exemption from such registration requirements.
The Capital Securities mature on April 23, 2034 and are callable by
National Penn, subject to any required regulatory approvals, at par, in whole or
in part, at any time on or after April 23, 2009.
Proceeds of the offering were invested in National Penn. National Penn
anticipates using the proceeds, among other things, (1) to fund part of the cash
portion of the merger consideration to be paid to the shareholders of Peoples
First, Inc. in connection with the merger of Peoples First, Inc. with and into
National Penn; (2) for general corporate purposes, including capital
contributions to National Penn Bank, National Penn's banking subsidiary, to
support its growth strategies; (3) for working capital; (4) to repurchase the
National Penn's common stock in accordance with the provisions of its common
stock repurchase program; and (5) 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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Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
4.1 Form of Declaration of Trust between National Penn Bancshares, Inc.,
as sponsor, and Chase Manhattan Bank USA, National Association.
4.2 Form of Amended and Restated Trust Agreement among National Penn
Bancshares, Inc., as sponsor, Chase Manhattan Bank USA, National
Association, as Delaware Trustee, JPMorgan Chase Bank, as
Institutional Trustee, and Gary L. Rhoads and Sandra L. Spayd, as
Administrators.
4.3 Form of Indenture between National Penn Bancshares, Inc., and JPMorgan
Chase Bank, as Trustee.
4.4 Form of Guarantee Agreement between National Penn Bancshares, Inc., as
Guarantor, and JPMorgan Chase Bank, as Guarantee Trustee.
99 Press Release of National Penn Bancshares, Inc. dated February 23,
2004 (filed pursuant to Item 9 of Form 8-K).
Item 9. Regulation FD Disclosure.
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On February 23, 2004, National Penn issued a press release concerning
the issuance of the Capital Securities (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/Wayne R. Weidner
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Name: Wayne R. Weidner
Title: Chairman and
Chief Executive Officer
Dated: February 24, 2004
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Form of Declaration of Trust between National Penn Bancshares, Inc.,
as sponsor, and Chase Manhattan Bank USA, National Association.
4.2 Form of Amended and Restated Trust Agreement among National Penn
Bancshares, Inc., as sponsor, Chase Manhattan Bank USA, National
Association, as Delaware Trustee, JPMorgan Chase Bank, as
Institutional Trustee, and Gary L. Rhoads and Sandra L. Spayd, as
Administrators.
4.3 Form of Indenture between National Penn Bancshares, Inc., and JPMorgan
Chase Bank, as Trustee.
4.4 Form of Guarantee Agreement between National Penn Bancshares, Inc., as
Guarantor, and JPMorgan Chase Bank, as Guarantee Trustee.
99 Press Release of National Penn Bancshares, Inc. dated February 23,
2004 (filed pursuant to Item 9 of Form 8-K).
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