425 1 d425.htm RULE 425 FILING Rule 425 Filing
Community Meeting
Second Step Conversion and Offering
September 4, 2007
N
O
R
T
H
P
E
N
N
Filed by New North Penn Bancorp, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934
Subject Company: North Penn Bancorp, Inc.
Commission File No.: 000-51234

This presentation is for informational
purposes only and does not constitute an
offer to sell shares of common stock of New
North Penn Bancorp, Inc.
Please refer to the prospectus dated
August 10, 2007
2
N
O
R
T
H
P
E
N
N

Certain comments in this presentation are forward-looking statements, which can be identified by the use of words such as “believes,”
“expects,”
“anticipates,”
“estimates”
or similar expressions.  Forward-looking statements include, but are not limited to:
•
statements of our goals, intentions and expectations;
•
statements regarding our business plans, prospects, growth and operating strategies;
•
statements regarding the quality of our loan and investment portfolios; and
•
estimates of our risks and future costs and benefits.
These forward-looking statements are subject to significant risks and uncertainties.  Actual results may differ materially from those
contemplated by the forward-looking statements due to, among others, the following factors:
•
general
economic
conditions,
either
nationally
or
in
our
market
area,
that
are
worse
than
expected;
•
changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
•
increased competitive pressures among financial services companies;
•
changes in consumer spending, borrowing and savings habits;
•
legislative or regulatory changes that adversely affect our business;
•
adverse changes in the securities markets; and
•
changes
in
accounting
policies
and
practices,
as
may
be
adopted
by
the
bank
regulatory
agencies,
the
Financial
Accounting
Standards
Board
or
the
Public
Company
Accounting
Oversight
Board.
Any of the forward-looking statements that we make in the course of this presentation and in other public statements we make may later
prove incorrect because of inaccurate assumptions, the factors illustrated above or other factors that we cannot foresee.  Consequently, no
forward-looking statement can be guaranteed.
New North Penn Bancorp has filed a proxy statement/prospectus concerning the conversion with the Securities and Exchange
Commission.  Shareholders of North Penn Bancorp are urged to read the proxy statement/prospectus because it contains important
information.
Investors
are
able
to
obtain
all
documents
filed
with
the
SEC
by
New
North
Penn
Bancorp
free
of
charge
at
the
SEC’s
website,
www.sec.gov.
In
addition,
documents
filed
with
the
SEC
by
New
North
Bancorp
are
available
free
of
charge
from
the
Corporate
Secretary
of
New
North
Penn
Bancorp
at
216
Adams
Avenue,
Scranton,
Pennsylvania
18503,
telephone
(570)
344-6113.
The
directors,
executive
officers,
and
certain
other
members
of
management
and
employees
of
North
Penn
Bancorp
are
participants
in
the
solicitation
of
proxies
in
favor
of
the
conversion
from
the
shareholders
of
North
Penn
Bancorp.
Information
about
the
directors
and
executive
officers
of
North
Penn
Bancorp
is
included
in
the
proxy
statement/prospectus
filed
with
the
SEC.
The shares of common stock of New North Penn Bancorp are not savings accounts or savings deposits, may lose value and are not insured
by the Federal Deposit Insurance Corporation or any other government agency.
Forward
Looking Statements
3
N
O
R
T
H
P
E
N
N

19
Issuer
New North Penn Bancorp, Inc.
Listing / Ticker
OTC BB / "TBD"
Shares Offered
850,000 - 1,322,500 shares
(1)
Price Per Share
$10.00
Gross Proceeds
$8.5 Million - $13.2 Million
Pro Forma Shares Outstanding
1,581,631 - 2,460,832 shares
(1)
Pro Forma Market Value
$15.8 Million - $24.6 Million
(1)
Maximum Purchase Limits
     (Individual / Group)
$175,000 / $350,000
Selling Agent
Stifel, Nicolaus & Company, Incorporated
Expected Close
October 2007
(1) Range based on minimum through adjusted maximum of the independent valuation appraisal.
Offering Summary
N
O
R
T
H
P
E
N
N

Structure Following the
Conversion and Offering
100% of common stock
North Penn Bank
New North Penn Bancorp, Inc.*
Public Shareholders
100% of common stock
53.7% of
Common
Stock
18
100% of common stock
North Penn Bank
North Penn Bancorp, Inc.
46.3% of
Common
Stock
Current Structure
North Penn
Mutual Holding
Company
Public
Shareholders
Overview of the Second Step Conversion
N
O
R
T
H
P
E
N
N
* New North Penn Bancorp was formed to be the new holding company for North Penn Bank solely for the purpose of facilitating the
conversion and offering.  Upon completion of the conversion and offering the present North Penn Bancorp will cease to exist and New
North Penn Bancorp will change its name to North Penn Bancorp, Inc.

19
Rationale for the Conversion?
•
Increase our capital base to support organic growth
•
Improve the liquidity of our common stock
•
Stock holding company structure provides flexibility
for:
–
access to the capital markets through possible future equity
and debt offerings
–
merger and acquisition transactions
N
O
R
T
H
P
E
N
N

•
Increased earnings potential -
shift in lending focus
from residential to commercial-based loan products
•
Conservative credit practices and strong asset quality
•
Experienced management and lending team
•
Located in a growing market area –
branch network
near the major metropolitan areas of New York City,
Northern New Jersey, Philadelphia and Harrisburg
•
North Penn expects to continue to pay a dividend
after completion of the conversion and offering*
24
Investment Highlights
N
O
R
T
H
P
E
N
N
* Adjusted for the exchange ratio.

Corporate Overview
N
O
R
T
H
P
E
N
N

•
North Penn Bank was organized in 1877 and converted to a
Pennsylvania state-chartered savings bank in 2003.
•
In
2005,
North
Penn
completed
its
mutual
holding
company
reorganization
and
minority
stock
offering
selling
$6.4
million,
or
46.3%,
of
its
common
stock.
•
Headquartered in Scranton, Pennsylvania, North Penn serves the
counties of Lackawanna and Monroe through its five branch
offices.
•
North
Penn
Bancorp
had
total
assets
of
$119.5
million,
net
loans
of
$93.6
million,
deposits
of
$84.8
million
and
stockholders’
equity
of
$13.1
million
at
June
30,
2007.
5
Overview
N
O
R
T
H
P
E
N
N

6
Branch Map
N
O
R
T
H
P
E
N
N

Our mission is to operate and grow a profitable community-
oriented financial institution. We plan to achieve this by
executing our strategy of:
•
Growing and diversifying our loan portfolio by emphasizing
commercial loans.
•
Emphasizing the growth and retention of core deposits to support
our asset growth.
•
Providing superior service to attract and retain customers.
•
Continuing to use conservative underwriting practices to maintain
the high quality of our loan portfolio.
17
Operating Strategy
N
O
R
T
H
P
E
N
N

7
Years of
Executive Officers
Title
Experience
Frederick L. Hickman
President and Chief Executive Officer
30
Thomas J. Dziak
Executive Vice President - Senior Lending Officer
24
Thomas A. Byrne
Senior Vice President - Commercial Lending Officer
21
Glenn J. Clark
Assistant Vice President and Controller
5
Director
Directors
Title
Since
Frederick L. Hickman
President, Chief Executive Officer, Director
2000
Gordon S. Florey
Director
1979
Virginia D. McGregor
Director
2007
James W. Reid, Esq.
Director
2001
Herbert C. Kneller
Director
1975
Frank H. Mechler
Director
1979
David Samuel
Director
1975
Kevin M. Lamont
Director
2004
Executive Officers and Directors
N
O
R
T
H
P
E
N
N

Financial Highlights
N
O
R
T
H
P
E
N
N

9
$119.5M
$122.5M
$105.4M
$93.0M
$20.0M
$40.0M
$60.0M
$80.0M
$100.0M
$120.0M
$140.0M
12/31/04
12/31/05
12/31/06
6/30/2007
Stable Asset Growth
Since 2004, we have grown our assets at a compounded annual rate
of 10.5%.
N
O
R
T
H
P
E
N
N

12
$60.8M
$79.6M
$95.2M
$93.6M
$0.0M
$20.0M
$40.0M
$60.0M
$80.0M
$100.0M
$120.0M
12/31/04
12/31/05
12/31/06
6/30/07
Strong Loan Growth
Since 2004, we have grown our loan portfolio at a compounded annual rate of
18.8%. The majority of the increase was due to increases in our commercial lending
portfolio.
N
O
R
T
H
P
E
N
N

12
Shift to Commercial-Based Loan Products
Since 2004, we have increased our focus in originating commercial real estate and
commercial loans to take advantage of interest rate flexibility due to shorter repricing
terms as well as higher yields.
22.6%
30.8%
41.0%
43.4%
58.5%
56.0%
46.5%
45.8%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
2004
2005
2006
6/30/07
Commerical loans
Residential loans
Commercial and Residential Loans as a Percentage of Total Loans
N
O
R
T
H
P
E
N
N

14
Outstanding Credit Quality
N
O
R
T
H
P
E
N
N
* Peer averages based on data from RP Financial peer group.
NCOs / Avg
Loans
Reserves / NPLs
0.00%
0.03%
0.02%
0.10%
0.00%
0.02%
0.04%
0.06%
0.08%
0.10%
0.12%
0.14%
0.16%
12/31/04
12/31/05
12/31/06
6/30/07
NPEN
Peer Avg.
69%
626%
189%
190%
0%
100%
200%
300%
400%
500%
600%
700%
12/31/04
12/31/05
12/31/06
6/30/07
NPEN
Peer Avg.

15
* The loss recorded in 2005 was due to the contribution expense incurred in connection with the establishment of a
charitable foundation at the time of our minority public offering.
Net Income –
Improved Earnings from 2006
** Dollars in thousands
N
O
R
T
H
P
E
N
N
$384
($124)
$315
$215
-$200
-$100
$0
$100
$200
$300
$400
$500
12/31/04
12/31/05*
12/31/06
YTD 6/30/07

Second Step Offering Information
N
O
R
T
H
P
E
N
N

21
Offering Overview
N
O
R
T
H
P
E
N
N
MINIMUM
MIDPOINT
MAXIMUM
ADJ. MAX
General
Number of shares offered (53.7%)
850,000
1,000,000
1,150,000
1,322,500
Exchange shares issued (46.3%)
731,631
860,743
989,854
1,138,332
Total shares outstanding (100.0%)
1,581,631
1,860,743
2,139,854
2,460,832
Pro forma market capitalization
$15.8M
$18.6M
$21.4M
$24.6M
Pro forma net income
$50
$59
$69
$80
Pro forma net income per share
$0.08
$0.07
$0.06
$0.06
Offering price to pro forma net income per share
31.25x
35.71x
41.67x
41.67x
Pro forma tangible stockholders' equity
$20,018
$21,338
$22,658
$24,176
Pro forma tangible stockholders' equity per share
$12.66
$11.47
$10.59
$9.82
Offering price to pro forma tangible stockholders' equity per share
78.99%
87.18%
94.43%
101.83%
(Pricing ratios are on a pro forma basis, at or for the three months ended March 31, 2007)

22
Exchange of Existing Shares of NPEN
N
O
R
T
H
P
E
N
N
Exchange
Implied
Amount
Percent
Amount
Percent
Ratio
Value
Minimum
850,000
53.7%
731,631
46.3%
1.0920
$10.92
Midpoint
1,000,000
53.7%
860,743
46.3%
1.2847
$12.85
Maximum
1,150,000
53.7%
989,854
46.3%
1.4774
$14.77
Adj. Max
1,322,500
53.7%
1,138,332
46.3%
1.6990
$16.99
(1)  Cash will be paid instead of issuing any fractional shares.
2,139,854
2,460,832
109
169
128
147
Shares to be
Total Shares
1,581,631
1,860,743
of Common
Stock to be
Outstanding
Received for
100 Existing
Shares (1)
Shares to be Sold
in the Offering
Shares to be Exchanged
for Existing Shares of
North Penn Bancorp

23
North Penn's
(Minimum)
North Penn's
(Max as Adjusted)
Median
Peers
(2)
Price / Tangible Book
(1)
78.99%
101.83%
123.95%
(1)
Based on North Penn Bancorp financial data as of and for the three months ended March 31, 2007.
(2)
Peer group as determined by RP Financial includes the following companies: ABNJ, ESBK, FSBI,
   FKFS, MFLR, NEBS, ROME, THRD, WSB, WVFC.  Pricing ratios as of July 20, 2007 based on March 31, 2007 financial data.
Attractive Valuation
N
O
R
T
H
P
E
N
N
Based on the independent appraisal, when compared to North Penn’s peer group on a price to
tangible book basis, North Penn’s common stock is valued at a 36% discount at the minimum
of the offering range and an 18% discount at the adjusted maximum of the offering range.

•
Complete and sign the Stock Order Form
•
Payment
–
Enclose a check or money order
–
Authorize withdrawal from deposit account, other than
those accounts with check-writing privileges.
•
Order
form
and
payment
must
be
received
at
the
Stock
Information
Center
on
or
before
12:00
Noon,
Eastern
time,
September
12,
2007
25
How to Order
N
O
R
T
H
P
E
N
N

Stock Information Center
216 Adams Avenue
Scranton, PA 18503
1.800.210.1643
10:00 a.m. to 4:00 p.m., Monday -
Friday
26
Questions?
N
O
R
T
H
P
E
N
N