First Chester County Corporation (“First Chester”)
(NasdaqCM:FCEC), parent company of First National Bank of Chester
County (the “Bank”), today announced that it has filed its 2009
Annual Report on Form 10-K with the Securities and Exchange
Commission (“SEC”). In addition, First Chester filed its restated
quarterly reports on Form 10-Q with the SEC for the periods ended
March 31, June 30, and September 30, 2009.
John A. Featherman, III, Chairman, President and Chief Executive
Officer of First Chester, commented, “The filing of our annual
report and restated quarterly reports reflects the first step in
assuring shareholders, employees and customers that First Chester
strives to meet the highest standards of internal controls,
financial transparency and disclosure. This is an important step in
our plan to strengthen First Chester so that we can continue to
serve our local communities with our people, time and
resources.”
Mr. Featherman continued, “We are now diligently working on our
first- and second-quarter quarterly reports in order to become
current in our filings with the SEC and regain compliance with the
Nasdaq Capital Markets continued listing requirements.
Additionally, First Chester is making preparations to hold a
special meeting of shareholders to vote on the planned merger with
Tower Bancorp, Inc. To date we have received all necessary
regulatory approvals for the merger. The combination of First
Chester and Tower creates an $2.8 billion locally-owned,
locally-managed community bank with a franchise that stretches from
our historic Chester County roots through Central Pennsylvania.
First Chester and Tower share a common philosophy and culture, as
well as a strong commitment to our local communities. We believe
that the merger with Tower will create significant value for our
shareholders and will also be beneficial to our customers,
providing them with a strong, stable, local bank that has the
financial strength to weather the current challenging economy while
providing a range of products to meet their financial needs.”
The filing of the 10-K and restated 10-Q’s reflect management’s
identification and initial steps to remediate certain material
weaknesses in the Company’s internal controls over financial
reporting. There were inadequate internal controls over financial
reporting related to i) the design and implementation of policies
to promptly identify problem loans and to quantify the elements of
risk in problem loans, ii) the process of reporting the fair value
adjustment for mortgage loans held for sale and iii) the process of
reviewing and evaluating the impact of certain events occurring
after the end of each quarter, but prior to the issuance of the
financial statements. Management is continuing their ongoing
efforts to correct, revise and test the processes surrounding the
material weaknesses described above and additional changes will be
implemented as determined necessary.
FINANCIAL RESULTS FOR THE YEAR ENDED DECEMBER 31,
2009
For the year ended December 31, 2009, First Chester reported a
net loss of $29.6 million, or ($4.72) per fully diluted share. The
loss is primarily attributable to a significant increase in the
provision for loan and lease losses, a goodwill impairment charge,
and a deferred tax valuation allowance charge, partially offset by
a $12 million increase in net interest income. Also contributing to
the loss for the year were an increase in professional fees, FDIC
charges and severance costs, as well as other charges.
Mr. Featherman commented, “We are certainly disappointed by our
financial performance in 2009. However, the cumulative effect of a
steadily weakening economy, rising unemployment and the instability
in the financial markets took an unprecedented toll on our
customers, causing deterioration in the quality of our loan
portfolio. These same factors have had similar debilitating effects
throughout our industry. I couldn’t be prouder of our entire team,
which has responded to this challenge with a singular purpose to
preserve the value of the First Chester franchise. Conditions have
forced us to make many difficult decisions throughout the
organization. Nevertheless, we have been careful to not close a
single branch while working hard to avoid changes with a
potentially adverse impact on our customers. Our team is dedicated
to preserving and enhancing the proud heritage that has earned
First Chester its outstanding reputation with the customers and
communities in which we all live and work.”
First Chester hopes to file its quarterly reports for the first
and second quarters of 2010 in the coming weeks. At that time, all
filings with the SEC will be current and First Chester will be back
in compliance with the Nasdaq Capital Markets continued listing
requirements.
Obtaining an Annual Report on Form 10-K
First Chester will provide a copy of its 2009 Annual Report
without charge, upon written request, to any registered or
beneficial owner of common stock. Requests should be made in
writing addressed to John Stoddart, Shareholders Relation Officer,
First National Bank of Chester County, 17 East Market Street, P.O.
Box 3105, West Chester, Pennsylvania, 19381. Additionally, our
Annual Report can be obtained on our website, www.1nbank.com. The
SEC also maintains a website at www.sec.gov that contains reports
and other information regarding our company.
About First Chester County Corporation
First Chester County Corporation and its wholly owned
subsidiary, First National Bank of Chester County, is a financial
institution with $1.4 billion in assets and with 23 branch offices
located in Chester, Delaware, Lancaster and Cumberland counties.
Founded in 1863, First National Bank of Chester County is the
eighth oldest national bank in the country. First National provides
quality financial services to individuals, businesses, government
entities, nonprofit organizations, and community service groups.
Wealth Management and Trust Services are provided through First
National Wealth Management, a division of First National Bank of
Chester County. For more information, visit www.1nbank.com.
Mortgage services are provided through American Home Bank, a
division of First National Bank of Chester County. American Home
Bank (AHB) has multiple national delivery channels in the retail
and wholesale mortgage arena as well as joint venture mortgage
partnerships with builders and systems-built manufacturers. For
more information visit www.bankahb.com.
Additional Information About the Merger
The proposed transaction will be submitted to the shareholders
of First Chester County Corporation (“First Chester”) and Tower
Bancorp (“Tower”) for their consideration and approval. In
connection with the proposed transaction, Tower will be filing with
the Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 which will include a joint proxy
statement/prospectus and other relevant documents to be distributed
to the shareholders of Tower and First Chester. Investors are urged
to read the registration statement and the joint proxy
statement/prospectus regarding the proposed transaction when it
becomes available and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because they will contain important information. Investors will be
able to obtain a free copy of the joint proxy statement/prospectus,
as well as other flings containing information about Tower and
First Chester, free of charge from the SEC’s Internet site
(www.sec.gov), by contacting Tower Bancorp, Inc., 112 Market
Street, Harrisburg, Pennsylvania 17101, Attention: Brent Smith,
Investor Relations, telephone 717-724-4666 or by contacting First
Chester Financial Corporation, 9 North High Street, West Chester,
Pennsylvania 19381, Attention: John Stoddart, Investor Relations,
telephone 484-881-4141. INVESTORS SHOULD READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS TO BE FILED WITH THE SEC
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.
Tower, First Chester and their respective directors, executive
officers, and certain other members of management and employees may
be soliciting proxies from Tower and First Chester shareholders in
favor of the transaction. Information regarding the persons who
may, under the rules of the SEC, be considered participants in the
solicitation of the Tower and First Chester shareholders in
connection with the proposed transaction will be set forth in the
joint proxy statement/prospectus when it is filed with the SEC. You
can find information about Tower’s executive officers and directors
in its most recent proxy statement filed with the SEC, which is
available at the SEC’s Internet site (www.sec.gov). Information
about First Chester’s executive officers and directors is set forth
in its most recent proxy statement filed with the SEC, which is
available at the SEC’s Internet site. You can also obtain free
copies of these documents from Tower or First Chester, as
appropriate, using the contact information above.
Safe Harbor for Forward-Looking Statements
This document 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 risks, uncertainties and other
factors. Such risks, uncertainties and other factors that could
cause actual results and experience to differ from those projected
include, but are not limited to, the following: ineffectiveness of
the company's business strategy due to changes in current or future
market conditions; the effects of competition, and of changes in
laws and regulations, including industry consolidation and
development of competing financial products and services; interest
rate movements; changes in credit quality; inability to achieve
merger-related synergies; difficulties in integrating distinct
business operations, including information technology difficulties;
volatilities in the securities markets; and deteriorating economic
conditions, and other risks and uncertainties, including those
detailed in Tower's and First Chester’s filings with the SEC.
First Chester County Corp. (MM) (NASDAQ:FCEC)
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