-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HN0Cs/hxq6LNfTTdVHsRwWrNmdCxoGbGhY25rcH5CMmg6pdrGdgYhGpKNrvmfDL9 jbLo+RSK/rBtKewgyZOXCg== 0000702902-07-000059.txt : 20071105 0000702902-07-000059.hdr.sgml : 20071105 20071105151216 ACCESSION NUMBER: 0000702902-07-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071105 DATE AS OF CHANGE: 20071105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARLEYSVILLE NATIONAL CORP CENTRAL INDEX KEY: 0000702902 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232210237 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15237 FILM NUMBER: 071213663 BUSINESS ADDRESS: STREET 1: 483 MAIN ST STREET 2: P O BOX 195 CITY: HARLEYSVILLE STATE: PA ZIP: 19438 BUSINESS PHONE: 2152568851 MAIL ADDRESS: STREET 1: 483 MAIN STREET CITY: HARLEYSVILLE STATE: PA ZIP: 19438 8-K 1 form8-k.htm FORM 8-K FOR HARLEYSVILLE NATIONAL CORPORATION form8-k.htm



UNITED STATES
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):
November 1, 2007


__________________________________________
(Exact name of registrant as specified in its charter)

Pennsylvania
0-15237
23-2210237
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
     
483 Main Street, Harleysville, Pennsylvania
 
19438
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)


Registrant’s telephone number, including area code:
215-256-8851


Not Applicable
______________________________________________
Former name or former address, if changed since last report



 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01                      Other Events

On November 5, 2007, Harleysville National Corporation issued a press release announcing shareholder approval of the previously-announced merger transaction in which Harleysville Corporation will acquire East Penn Financial Corporation. The special meeting of shareholders of East Penn Financial Corporation was held on November 1, 2007 at 6:00 PM at the Allen Organ Company, 3370 Route 100, Macungie, PA 18062.  The East Penn Financial shareholders approved and adopted the Agreement and Plan of Merger dated as of May 15, 2007, as amended August 29, 2007, between Harleysville National Corporation and East Penn Financial Corporation, which provides, among other things for the merger of East Penn Financial Corporation with and into a wholly owned subsidiary of Harleysville National Corporation, and the conversion of each share of East Penn Financial Corporation common stock outstanding immediately prior to the merger into cash or shares of Harleysville National Corporation common stock with cash in lieu of fractional shares.

Harleysville National Corporation has received all necessary regulatory approvals for completion of the merger, subject only to receiving final clearance from the Office of the Comptroller of the Currency to consummate the merger of East Penn Financial Corporation’s wholly owned bank subsidiary, East Penn Bank, with and into Harleysville National Corporation’s wholly owned national bank subsidiary, Harleysville National Bank and Trust Company.  The merger is currently expected to be effective on or about November16, 2007.

  A copy of the press release is attached as Exhibit 99.1.


Item 9.01                      Financial Statements and Exhibits

(a)  
Not applicable.
(b)  
Not applicable.
(c)  
Not applicable.
(d)  
Exhibits.

Exhibit 99.1: Press Release issued by Harleysville National Corporation dated November 5, 2007 titled “Harleysville National Corporation Announces Merger Approval by East Penn Financial Corporation Shareholders.”




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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.



HARLEYSVILLE NATIONAL CORPORATION




Dated: November 5, 2007                /s/ George S. Rapp                    
George S. Rapp, EVP and Chief Financial Officer


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EXHIBIT INDEX

 
Page
   
Exhibit 99.1: Press Release issued by Harleysville National Corporation dated November 5, 2007 titled “Harleysville National Corporation Announces Merger Approval by East Penn Financial Corporation Shareholders”
 
 
5
   
   
   
   


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EX-99.1 2 ex991.htm PRESS RELEASE ex991.htm


FOR IMMEDIATE RELEASE
CONTACT:                 Paul D. Geraghty, President and CEO
PHONE:                      215-513-2391


HARLEYSVILLE NATIONAL CORPORATION ANNOUNCES MERGER APPROVAL BY EAST PENN FINANCIAL CORPORATION SHAREHOLDERS

HARLEYSVILLE, PA (November 5, 2007) - Harleysville National Corporation (NASDAQ: HNBC), today announced shareholder approval of the previously-announced merger transaction in which Harleysville National Corporation will acquire East Penn Financial Corporation. The special meeting of shareholders of East Penn Financial Corporation was held on November 1, 2007, at Allen Organ Company, 3370 Route 100, Macungie, PA.  The East Penn Financial Corporation shareholders approved and adopted the Agreement and Plan of Merger dated as of May 15, 2007, as amended August 29, 2007, between Harleysville National Corporation and East Penn Financial Corporation, which provides, among other things for the merger of East Penn Financial Corporation with and into a wholly owned subsidiary of Harleysville National Corporation, and the conversion of each share of East Penn Financial Corporation common stock outstanding immediately prior to the merger into cash or shares of Harleysville National Corporation common stock with cash in lieu of fractional shares.
 
Harleysville National Corporation has received all necessary regulatory approvals for completion of the merger, subject only to receiving final clearance from the Office of the Comptroller of the Currency to consummate the merger of East Penn Financial Corporation’s wholly owned bank subsidiary, East Penn Bank, with and into Harleysville National Corporation’s wholly owned national bank subsidiary, Harleysville National Bank and Trust Company.  The merger is currently expected to be effective on or about November 16, 2007.
 
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East Penn Financial Corporation, with assets of $440.4 million, is a locally owned and managed bank holding company, headquartered in Emmaus, Pennsylvania.  Its principal banking subsidiary is East Penn Bank, a community bank that has been serving the Lehigh Valley through its nine branch locations.  East Penn Financial’s stock is traded on the NASDAQ Capital Market under the symbol “EPEN.”  Additional information about East Penn Financial is available at www.eastpennbank.com.
 
Harleysville National Corporation, with assets of $3.4 billion, is the holding company for Harleysville National Bank (HNB).  Investment Management and Trust Services are provided through Millennium Wealth Management, a division of HNB, with assets under management of $3.3 billion.  Harleysville National Corporation stock is traded under the symbol "HNBC" and is commonly quoted on the NASDAQ Global Select Market®. For more information, visit the Harleysville National Corporation website at www.hncbank.com.
 
 
 
 
This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  Actual results and trends could differ materially from those set forth in such statements due to various factors.  Such factors include the possibility that increased demand or prices for the Corporation’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the Corporation’s filings with the Securities and Exchange Commission.

 
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