Harleysville National Corp - Current report filing (8-K)
21 5월 2008 - 10:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
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): May 20, 2008
HARLEYSVILLE
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Pennsylvania
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0-15237
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23-2210237
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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483
Main Street, Harleysville, PA
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19438
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(Address
of principal executive offices)
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(Zip
Code)
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215-256-8851
(Registrant’s
telephone number, including area code)
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):
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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CURRENT
REPORT ON FORM 8-K
Item
1.01 Entry into a Material Definitive Agreement.
On May
20, 2008, Harleysville National Corporation (“HNC”) reached a definitive
agreement to acquire Willow Financial Bancorp, Inc. and its wholly owned
subsidiary, Willow Financial Bank, a $1.6 billion bank with 29 banking offices
in Southeastern Pennsylvania. Headquartered in King of Prussia, PA, Willow
Financial Bank branch offices are located in Philadelphia, Montgomery, Chester,
and Bucks Counties. The total value of the transaction if it closed
currently is estimated at $162 million or approximately $10.28 per share of
Willow Financial Bancorp stock, although actual value will depend on several
factors, including the price of HNC stock. Under terms of the Merger Agreement,
each share of Willow Financial Bancorp, Inc. will be exchanged for 0.73 shares
of HNC stock. Following the transaction, current HNC shareholders
will own approximately 73% and current Willow Financial Bancorp shareholders 27%
of the combined company. The transaction is subject to regulatory and
shareholder approval and is expected to close in the fourth
quarter.
Pursuant
to the Merger Agreement, Harleysville National Corporation and Willow Financial
Bancorp agreed that Donna Coughey, President and Chief Executive Officer of
Willow Financial Bancorp, will continue with HNC upon closing of the merger, as
an executive vice president. Also, two current directors of Willow
Financial Bancorp will join the HNC board of directors.
The
following disclosure is made in accordance with Rule 165 of the Securities and
Exchange Commission.
Harleysville National Corporation and Willow
Financial Bancorp, Inc. will be filing documents concerning the merger with the
Securities and Exchange Commission, including a registration statement on Form
S-4 containing a prospectus/proxy statement, which will be distributed to
shareholders of Harleysville National Corporation and Willow Financial Bancorp,
Inc. Investors are urged to read the registration statement and the 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 proxy
statement/prospectus, as well as other filings containing information about
Harleysville National Corporation and Willow Financial Bancorp, Inc., free of
charge on the SEC's Internet site (www.sec.gov), by contacting Harleysville
National Corporation, 483 Main Street, Harleysville, PA 19438, (Telephone No.
(215) 256-8851), or by contacting Willow Financial Bancorp, Inc. at 170 South
Warner Road, Wayne, PA 19087, (Telephone No. 610-995-1700). Directors and
executive officers of Harleysville National Corporation and Willow Financial
Bancorp, Inc. may be deemed to be participants in the solicitation of proxies
from the shareholders of Harleysville National Corporation and Willow Financial
Bancorp, Inc, respectively, in connection with the merger. Information about the
directors and executive officers of Willow Financial Bancorp, Inc. and their
ownership of Willow Financial Bancorp, Inc. common stock is set forth in Willow
Financial
Bancorp, Inc.'s proxy statement for its 2007 annual meeting of shareholders and
can be obtained from Willow Financial Bancorp, Inc. Information about
the directors and executive officers of Harleysville National Corporation and
their ownership of Harleysville National Corporation common stock is set forth
in Harleysville National Corporation’s proxy statement for its 2008 annual
meeting of shareholders and can be obtained from Harleysville National
Corporation. Additional information regarding the interests of those
participants may be obtained by reading the prospectus/proxy statement regarding
the proposed merger transaction when it becomes available. INVESTORS SHOULD READ
THE PROSPECTUS/PROXY STATEMENT AND OTHER DOCUMENTS TO BE FILED WITH THE SEC
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Item
7.01 Regulation FD Disclosure.
On May
21, 2008, Harleysville National Corporation issued a press release announcing
the signing of a definitive agreement to acquire Willow Financial Bancorp and
Willow Financial Bank (as discussed in Item 1.01 hereof). A copy of the press
release is furnished herewith as Exhibit 99.1.
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ITEM
9.01 Financial Statements and
Exhibits
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(a)
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Financial
Statements and Exhibits
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(b)
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Pro
Forma Financial Information
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(c)
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Shell
Company Transactions.
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Exhibit Number
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Description
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2.1
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Agreement
and Plan of Merger by and between Harleysville National Corporation and
Willow Financial Bancorp, Inc. dated as of May 20, 2008.
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99.1
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Press
release dated May 21, 2008.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by
the undersigned, thereunto duly authorized.
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HARLEYSVILLE
NATIONAL CORPORATION
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(Registrant)
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Dated:
May 21, 2008
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/s/
George S. Rapp
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George
S. Rapp
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Executive
Vice President, and
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Chief
Financial Officer
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Exhibit
Index
Exhibit Number
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Description
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2.1
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Agreement
and Plan of Merger by and between Harleysville National Corporation and
Willow Financial Bancorp, Inc. dated as of May 20, 2008.
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99.1
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Press
release dated May 21, 2008.
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-6-
Harleysville Natl Corp Pa (MM) (NASDAQ:HNBC)
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Harleysville Natl Corp Pa (MM) (NASDAQ:HNBC)
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