SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 4, 1999
NATIONAL PENN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-10957 23-2215075
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Ident. No.)
Philadelphia and Reading Avenues, Boyertown, PA 19512
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (610) 367-6001
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
As previously reported, on January 4, 1999 (the "Effective Date"),
National Penn Bancshares, Inc., a Pennsylvania corporation and registered bank
holding company ("NPB"), acquired Elverson National Bank, a national banking
association ("ENB"), by the merger (the "Merger") of ENB with and into National
Penn Bank, a national banking association and a wholly-owned subsidiary of NPB
(the "Bank"), pursuant to an Amended Agreement and Plan of Merger (the
"Agreement") dated as of July 21, 1998, by and among NPB, Bank and ENB.
On the Effective Date, pursuant to the Agreement, ENB merged into Bank,
with Bank surviving the Merger as a wholly-owned subsidiary of NPB, the separate
existence of ENB ceased, and all property (real, personal and mixed), rights,
powers, duties, obligations and liabilities of ENB were automatically
transferred to Bank, in accordance with the National Bank Act. Bank will utilize
the acquired assets in its commercial banking business. Bank established a new
banking division called "Elverson National Bank, a Division of National Penn
Bank".
The articles of incorporation and bylaws of NPB, and the articles of
association and bylaws of Bank, remain the same as those in effect immediately
prior to the Effective Date.
The Boards of Directors and executive officers of NPB and Bank remain
the same as those in office immediately prior to the Effective Date, except that
Robert E. Rigg and John W. Jacobs, two ENB directors, became additional
directors of both NPB and Bank, and Glenn E. Moyer, President and Chief
Executive Officer of ENB, became an Executive Vice President of Bank, President
of Bank's new Elverson National Bank Division, and President of Bank's Berks and
Montgomery County regions.
Immediately prior to completion of the Merger, there were 2,602,117
shares of ENB common stock issued and outstanding. On the Effective Date,
pursuant to the Agreement, each outstanding share of ENB common stock was
automatically converted into 1.46875 shares of NPB common stock. A total of
3,821,564 shares of NPB common stock were issued in the Merger, as cash was paid
in lieu of any fractional shares. As a result, a total of 16,989,622 shares of
NPB common stock were issued and outstanding immediately after completion of the
Merger. On the Effective Date, the last reported sale price of NPB common stock,
as reported on the National Market tier of The Nasdaq Stock Market, was $27.25
per share.
The Merger was treated as a "pooling of interests" for financial
accounting purposes.
Immediately prior to completion of the Merger, there were stock options
outstanding and exercisable for 39,585 shares of ENB
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common stock. On the Effective Date, pursuant to the Agreement, each such option
was automatically converted into a substitute stock option for NPB common stock,
with the number of shares and the per share exercise price adjusted to reflect
the exchange ratio of 1.46875 to 1, and otherwise on the same terms and
conditions as the converted ENB option. As a result, stock options exercisable
for 58,140 shares of NPB common stock were issued.
The Joint Proxy Statement/Prospectus dated November 3, 1998, included
in NPB's Registration Statement on Form S-4 (File No. 333- 65841), sets forth
certain additional information regarding the Merger, NPB and ENB, including
without limitation certain information with respect to the assets involved in
the Merger, the nature of ENB's business, and NPB's intended use of the assets
acquired in the Merger.
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 herein by reference to Exhibit 2.1 to this Report.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The historical financial statements of ENB, including the notes thereto
and the related independent auditors' report, required by Item 7(a) of Form 8-K
are incorporated herein by reference to Exhibit 99.1 to this Report.
(b) Pro forma financial information.
The pro forma financial information required by Item 7(b) of Form 8-K
is incorporated herein by reference to Exhibit 99.2 to this Report.
(c) Exhibits.
2.1 - Amended Agreement and Plan of Merger dated as of July 21, 1998,
by and among National Penn Bancshares, Inc., National Penn Bank, and Elverson
National Bank. (Incorporated by reference to Exhibit 2.1 to the Registrant's
Registration Statement No. 333- 65841 on Form S-4 as filed October 16, 1998).
23 - Consent of Beard & Company, Inc.
99.1 - Historical Financial Statements of Elverson National Bank,
including the notes thereto and the related independent auditors' report.
99.2 - Pro Forma Financial Information.
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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
Wayne R. Weidner
President
Dated: March 11, 1999
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EXHIBIT INDEX
Exhibit Number Description
2.1 Amended Agreement and Plan of Merger dated as of July
21, 1998, by and among National Penn Bancshares,
Inc., National Penn Bank, and Elverson National Bank.
(Incorporated by reference to Exhibit 2.1 to the
Registrant's Registration Statement No. 333-65841 on
Form S-4 as filed October 16, 1998).
23 Consent of Beard & Company, Inc.
99.1 Historical Financial Statements of Elverson
National Bank, including the notes thereto and the
related independent auditors' report.
99.2 Pro Forma Financial Information.
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