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) April 28, 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) 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 Information
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Amendment of National Penn's Bylaws
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On April 28, 2004, the Board of Directors of National Penn Bancshares,
Inc. ("National Penn") adopted amended and restated bylaws ("Restated Bylaws").
Among other things, the Restated Bylaws:
* Reflect an updated Board committee structure, with revised Board
committee powers and responsibilities. These revisions reflect
recently adopted corporate governance requirements of The Nasdaq
Stock Market that apply to National Penn.
* Change the annual meeting date from the fourth Tuesday to the
fourth Monday in April each year, unless the Board of Directors
sets another date. As a result, the 90-day advance notice
requirement for shareholder nomination of director candidates or
shareholder proposals outside of SEC Rule 14a-8 (which governs
shareholder proposals for possible inclusion in National Penn's
proxy statement) will now be keyed off the fourth Monday in
April. As National Penn's 2005 annual meeting of shareholders is
now scheduled for April 25, 2005, the deadline for submissions
under this provision of the bylaws will be January 24, 2005.
The foregoing description of the Restated Bylaws does not purport to be
complete and is qualified in its entirety by the text of the Restated Bylaws
themselves, which are included herein as Exhibit 3.1. The text of the Restated
Bylaws is also available at National Penn's website:
www.nationalpennbancshares.com.
The Board of Directors also amended National Penn's corporate
governance guidelines on April 28, 2004 to conform them to the amendments to the
Bylaws. The text of the amended guidelines is available at National Penn's
website: www.nationalpennbancshares.com.
Pending Acquisition of Peoples First, Inc.
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As previously reported, National Penn entered into an agreement with
Peoples First, Inc. ("Peoples") on December 17, 2003. This agreement provides,
among other things, for the merger of Peoples with and into National Penn.
The merger has been approved by the Board of Governors of the Federal
Reserve System and by the Pennsylvania Department of Banking. The merger is
subject to a number of other conditions, including approval by Peoples
shareholders. Peoples has called a
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shareholders' meeting to consider the merger for May 27, 2004. No assurance can
be given that Peoples shareholder approval will be obtained, that all other
closing conditions will be satisfied or waived, or that the transaction will in
fact be consummated.
The foregoing description does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement. Additional
information is provided in the Company's Report on Form 8-K dated December 17,
2003, filed with the Securities and Exchange Commission. This report includes a
copy of the Merger Agreement. Additional information is also provided in the
Company's registration statement on Form S-4, filed with the SEC on April 9,
2004, and amended on April 26, 2004.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
3.1 - National Penn Bancshares, Inc. - Amended and Restated Bylaws.
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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 CEO
Dated: May 14, 2004
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EXHIBIT INDEX
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Exhibit Number Description
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3.1 - National Penn Bancshares, Inc. - Amended and Restated Bylaws.