0000898822-11-000732.txt : 20110824
0000898822-11-000732.hdr.sgml : 20110824
20110824181749
ACCESSION NUMBER: 0000898822-11-000732
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110822
FILED AS OF DATE: 20110824
DATE AS OF CHANGE: 20110824
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LANDY JOSEPH
CENTRAL INDEX KEY: 0001220638
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054953
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 466 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAYE CHARLES R
CENTRAL INDEX KEY: 0001239318
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054954
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NATIONAL PENN BANCSHARES INC
CENTRAL INDEX KEY: 0000700733
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 232215075
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: PHILADELPHIA AND READING AVES
STREET 2: PO BOX 547
CITY: BOYERTOWN
STATE: PA
ZIP: 19512
BUSINESS PHONE: 1-800-822-3321
MAIL ADDRESS:
STREET 1: PHILADELPHIA AND READING AVES
STREET 2: P. O. BOX 547
CITY: BOYERTOWN
STATE: PA
ZIP: 19512
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WARBURG PINCUS & CO
CENTRAL INDEX KEY: 0000929408
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054956
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
STREET 2: NEW YORK
CITY: NY
STATE: NY
ZIP: 100173147
BUSINESS PHONE: 2128780600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
STREET 2: NEW YORK
CITY: NY
STATE: NY
ZIP: 100173147
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WARBURG PINCUS LLC
CENTRAL INDEX KEY: 0001162870
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054955
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2128780600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Partners LLC
CENTRAL INDEX KEY: 0001322709
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054957
BUSINESS ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus X, L.P.
CENTRAL INDEX KEY: 0001414561
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054959
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus X LLC
CENTRAL INDEX KEY: 0001414564
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054958
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 450 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P.
CENTRAL INDEX KEY: 0001414565
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054961
BUSINESS ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 466 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-0600
MAIL ADDRESS:
STREET 1: C/O WARBURG PINCUS LLC
STREET 2: 466 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WARBURG PINCUS X PARTNERS, L.P.
CENTRAL INDEX KEY: 0001451560
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22537-01
FILM NUMBER: 111054960
BUSINESS ADDRESS:
STREET 1: 466 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-878-9219
MAIL ADDRESS:
STREET 1: 466 LEXINGTON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0304
4
2011-08-22
0
0000700733
NATIONAL PENN BANCSHARES INC
NPBC
0001414565
Warburg Pincus Private Equity X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001451560
WARBURG PINCUS X PARTNERS, L.P.
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001414561
Warburg Pincus X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001414564
Warburg Pincus X LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001322709
Warburg Pincus Partners LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0000929408
WARBURG PINCUS & CO
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001162870
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK
NY
10017
1
0
1
0
0001239318
KAYE CHARLES R
C/O WARBURG PINCUS LLC
450 LEXINGTON AVE
NEW YORK
NY
10017
1
0
1
0
0001220638
LANDY JOSEPH
C/O WARBURG PINCUS LLC
450 LEXINGTON AVE
NEW YORK
NY
10017
1
0
1
0
Common Stock, no par value
2011-08-22
4
P
0
207400
6.28
A
25484398
D
Common Stock, no par value
2011-08-23
4
P
0
154544
6.47
A
25638942
D
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions in the open market at prices ranging from $6.20 to $6.37, inclusive. The Warburg Pincus Reporting Persons (as defined below) undertake to provide to any securityholders of National Penn Bancshares, Inc. (the "Issuer") or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (1).
As of August 24, 2011, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, "WP X") is the holder of 25,638,942 shares of common stock, no par value (the "Common Stock") of the Issuer. Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") is the general partner of WP X LP; Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") is the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") manages WP X; (Continued in Footnote 3)
and each of Messrs. Charles R. Kaye and Joseph P. Landy is a Managing General Partner of WP and a Managing Member and Co-President of WP LLC who may be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC (Messrs. Charles R. Kaye and Joseph P. Landy, together with WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC, the "Warburg Pincus Reporting Persons"). By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy may be deemed to be the beneficial owner of the shares of Common Stock held by WP X.
Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this Statement shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock, except to the extent of its or his pecuniary interest in such shares of Common Stock.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions in the open market at prices ranging from $6.24 to $6.60, inclusive. The Warburg Pincus Reporting Persons undertake to provide to any securityholders of the Issuer or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote (6).
Solely for purposes of Section 16 of the Exchange Act, WP X, WP X LP, WP X LLC, WP Partners and WP may be deemed a director-by-deputization by virtue of its contractual right to designate a representative to serve on the board of directors of the Issuer. Michael E. Martin became a director of the Issuer on February 11, 2011. Mr. Martin is a Partner of WP and a Member and Managing Director of WP LLC. See Signatures of Warburg Pincus Reporting Persons attached as Exhibit 99.1.
Warburg Pincus Private Equity X, L.P., Warburg Pincus X, L.P., its general partner, Warburg Pincus X LLC, its general partner, Warburg Pincus Partners, LLC, its sole member, Warburg Pincus & Co., its managing member, Scott A. Arenare, Partner
2011-08-24
EX-24
2
exhibit991.txt
EXHIBIT 99.1
EXHIBIT 99.1
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Form 4 is true,
complete and correct.
Dated: August 24, 2011
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X, LLC, its general partner
By: Warburg Pincus Partners LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X, LLC, its general partner
By: Warburg Pincus Partners LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS X, L.P.
By: Warburg Pincus X, LLC, its general partner
By: Warburg Pincus Partners LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS X, LLC
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS PARTNERS LLC
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS & CO.
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS LLC
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Managing Director
CHARLES R. KAYE
By: /s/ Scott A. Arenare
Scott A. Arenare, Attorney-in-fact*
JOSEPH P. LANDY
By: /s/ Scott A. Arenare
Scott A. Arenare, Attorney-in-fact**
* Power of Attorney given by Mr. Kaye was previously filed with the U.S.
Securities and Exchange Commission ("SEC") on March 2, 2006, as an
exhibit to a Schedule 13D filed by Building Products, LLC with respect
to Builders FirstSource, Inc.
** Power of Attorney given by Mr. Landy was previously filed with the SEC
on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products,
LLC with respect to Builders FirstSource, Inc.