Filed
by
National Penn Bancshares, Inc.
pursuant
to Rule 425 under the Securities Act of 1933, as amended
Subject
Company: KNBT Bancorp, Inc.
Commission
File No.: 333-146617
NEWS
RELEASE
NATIONAL
PENN CONTACT:
|
KNBT
CONTACT:
|
Catharine
Bower
|
Dennis
Ryan
|
610.369.6618
|
610.882.5244
|
csbower@natpennbank.com
|
dennis.p.ryan@knbt.com
|
National
Penn/KNBT Announce Post-Merger
Leadership
Team
Changes
effective in 1
st
Qtr
2008
BOYERTOWN
and BETHLEHEM, PA, December 19, 2007 – National Penn Bancshares, Inc.
(Nasdaq:NPBC) and KNBT Bancorp, Inc. (Nasdaq:KNBT) today announced the senior
team that will lead the combined organization after the close of the merger,
anticipated in early February 2008.
Reporting
to Glenn E. Moyer, president and CEO of National Penn Bancshares, Inc., under
the new organizational structure will be:
·
|
Scott
V. Fainor,
senior executive vice president and chief operating
officer of National Penn Bancshares, Inc. and president and CEO
of
National Penn Bank
|
·
|
Garry
D. Koch
, group executive vice president and director of Risk
Management
|
·
|
Michael
R. Reinhard,
group executive vice president and chief financial
officer
|
·
|
Donald
P. Worthington,
group executive vice president, Wealth Management
group
|
Scott
Fainor
- Fainor, currently president and CEO of KNBT Bancorp, Inc. and
Keystone Nazareth Bank & Trust Company, will have overall responsibility for
National Penn’s Corporate, Small Business and Consumer Banking; Insurance; Human
Resources; Marketing; and Operations and Technology areas. A resident
of Salisbury Township, Lehigh County, he has 28 years of experience in the
financial services industry. Before joining KNBT in 2003, Fainor was
president and CEO of First Colonial Group, Inc./Nazareth National Bank &
Trust Co. Before KNBT he held executive management positions at
Wachovia/First Union. He is a graduate of DeSales University,
Allentown, where he currently serves on the Board of Trustees. In addition,
he
is a director of the Lehigh Valley Industrial Parks, Inc. and the Lehigh
Valley
Economic Development Corporation.
Garry
Koch
– Koch retains his current position as head of Risk Management for
National Penn. In that role, he has overall responsibility for Audit, Commercial
Credit, Fraud and Loss Prevention, Security, Loan Review and Sarbanes-Oxley
and
Regulatory Compliance. A resident of Rockland Township, Berks County, he
has 30
years of experience in the financial services industry. Before joining National
Penn in 1983, he was a commercial loan officer at Hamilton Bank. He
holds a bachelors degree from Pennsylvania State University and an MBA from
Mount St. Mary’s College in Emmitsburg, Md. He is a board member of
Friend, Inc., of Kutztown, Pa. and Care Net of the Lehigh Valley.
Michael
Reinhard
- As CFO, a position he assumed at National Penn on September
7, 2007, Reinhard has overall responsibility for all financial functions
as well
as for Corporate Planning for the combined organization. A resident of South
Coventry Township, Chester County, he has 28 years of experience at National
Penn, where he previously served as head of Finance. He received a
bachelor of science degree from West Chester University and an MBA from St.
Joseph’s University. He is vice chairman of Finance for the Frontier
District, Boy Scouts of America.
Donald
Worthington
– Worthington will have overall responsibility for Wealth,
Asset, Trust, and Investment Management areas for the combined company. He
also
will have executive oversight for Christiana Bank & Trust Company, which is
expected to become part of the National Penn organization in January 2008.
In total, those areas encompass more than $8 billion in assets under management
or administration.
A
resident of the Doylestown area, Worthington began his banking career in
1962 at
Bucks County Bank & Trust Company. After taking an extensive leave of
absence to do economic development work in Haiti, he returned and in 1995
became
one of the founders of FirstService Bank, Doylestown, which was later acquired
by National Penn. Active in the community, he is chairman of the board of
Christ Home, Warminster, Pa., a Trustee of CrossWorld, Bala Cynwyd, Pa.,
and a
board member of a number of not-for-profit organizations in Bucks
County.
“These
highly talented and experienced individuals, many of whom have a shared work
history, comprise the best of our organizations and demonstrate the depth
and
quality of our management,” said National Penn Bancshares president and CEO
Glenn E. Moyer. “They are already working together, preparing to
integrate our companies successfully and accelerate our goal of becoming
a
powerful force in financial services.” The merger of the two
companies will create the fifth largest banking company headquartered in
Pennsylvania.
Reporting
to
Scott Fainor
will be:
·
|
Sandra
L. Bodnyk
, group executive vice president of Consumer/Small
Business Banking
|
·
|
Bruce
G. Kilroy
, group executive vice president of Enterprisewide
Image/Human Resources
|
·
|
Carl
F. Kovacs
, group executive vice president of
Operations/Technology
|
·
|
Paul
W. McGloin
, group executive vice president of Corporate Banking
and chief lending officer
|
·
|
Michael
A. Meeneghan,
executive vice president, National Penn Insurance
group
|
Sandra
Bodnyk
– Bodnyk currently is senior executive vice president and Chief
Risk Officer of KNBT. In her new role as group executive vice
president of Consumer and Small Business Banking, she will be responsible
for
Retail, Mortgage and Community Commercial Loan Underwriting and Administration,
as well as Community Reinvestment Act teams. A resident of North Whitehall
Township, Lehigh County, she has 34 years experience in the financial services
industry. She joined KNBT in 2004 as executive vice president and chief credit
officer. Prior to KNBT, she was senior vice president/Business
Banking Credit and Portfolio manager for Wachovia Bank in the PennDel Region.
Bodnyk holds a bachelors degree in economics from Muhlenberg College and
is a
graduate of the Stonier Graduate School of Banking. She is a board
member and treasurer of the United Way of the Greater Lehigh Valley, president
of the Muhlenberg College Board of Associates, and board member and vice
chairman of the Good Shepherd Home and Rehabilitation Hospital.
Bruce
Kilroy
- Kilroy, currently a group executive vice president
of National Penn, will be head of Enterprisewide Image and Human Resources
for
the combined organization. In this role, he will be responsible for
Human Resources, Brand Management and Marketing, Retail and Corporate Market
Management, Management Development and Corporate Communications
functions.
Kilroy
brings 35 years of financial services industry experience to his position
in the
areas of Lending, Retail Delivery, Cash Management, Branch
Administration and Trust and Asset management. Kilroy, a long-time
resident of the Lehigh Valley, joined National Penn in 1997 as president
of the
Lehigh Valley Division. He was named group executive vice president in 2000
and
became interim president and CEO of National Penn’s trust and asset management
company in 2003. Kilroy is a graduate of Muhlenberg College and the
Stonier School of Banking. Active in the community, he serves on the
board of trustees of Muhlenberg College where he is vice chairman of the
Audit/Legal Committee and is a member of the Finance Committee. He also serves
on the Finance and Executive Compensation committees of The Good Shepherd
Home.
Carl
Kovacs
– Kovacs is currently executive vice president and Chief
Information Officer of KNBT. In his new role, he will be
group executive vice president for all Operations and Technology functions
for
the combined organization. Kovacs, of Macungie, Lehigh County, has
more than 36 years experience in the financial services
industry. Before joining KNBT in 2003, he held positions at First
Colonial Group, Inc./Nazareth National Bank & Trust Co. and at First
Union. Most recently, he was affiliated with Aurum Technology, Plano,
Texas. Kovacs holds a bachelor of science degree from Pennsylvania State
University and an MBA from St. Joseph’s University.
Paul
McGloin
– In his new role as group executive vice president of Corporate
Banking and chief lending officer, McGloin will oversee Corporate, Private
Banking, SBA, Equipment Leasing, Middle Market, International, Cash Management
and niche lending groups. A veteran of 37 years in the
financial services industry, he began his career as an auditor for KPMG Peat
Marwick. He entered banking in 1975 at American Bank & Trust Co. of Pa., a
predecessor of Wachovia. He joined National Penn in 2001 and in 2003 was
named
chief lending and delivery officer, his current position. A resident
of Malvern, McGloin, a CPA, received a bachelors degree in Accounting from
Drexel University. He is chairman of the board of trustees of the
Philadelphia College of Osteopathic Medicine, which awarded him an Honorary
Doctor of Laws in 2006.
Michael
Meeneghan
– Meeneghan, currently president of National Penn Insurance
Agency, Inc., which comprises a network of six locations, will be executive
vice
president of National Penn Insurance group. In that role he will have overall
responsibility for the growth and profitability of all insurance operations
within the National Penn holding company, including the KNBT insurance agencies:
Caruso Benefits Group, Inc. and KNBT/Higgins Insurance. A resident of
Coopersburg, Lehigh County, Meeneghan has 29 years experience in the insurance
and financial services industries. Prior to joining National Penn in
2006, he was vice president of CBIZ in Columbia, Maryland. He is a
member of the Central Bucks Chamber of Commerce, the Independent Insurance
Agents of America and the American Bankers Insurance Association.
As
part
of the merger plans, National Penn and KNBT have organized their combined
market
area into five regions in order to continue to provide outstanding customer
service after the integration of KNBT into National Penn. The
following individuals will head those regions, reporting to Fainor:
·
|
Scott
L. Gruber
, president, Central Region (Berks and western
Montgomery counties)
|
·
|
Blair
T. Rush
, president, Eastern Region (Bucks and eastern Montgomery
counties) and FirstService Bank
division
|
·
|
David
B. Kennedy
, president, Northern Region (Lehigh, Northampton and
Carbon, Monroe, Schuylkill and Luzerne counties) and KNBT division.
Reporting to Kennedy will be
John T. Andreacio,
who will
continue to serve as president, KNBT Northeast
Pennsylvania
|
·
|
Robert
J. Marino
, president, Southern Region (Philadelphia, Chester,
Delaware and southern Montgomery counties), with advisory responsibilities
for enhanced banking strategies in the state of Delaware after
the pending
acquisition of Christiana Bank & Trust
Company
|
·
|
David
Z. Richards
, president, Western Region (Central Pennsylvania
market areas) and Nittany Bank
division
|
In
addition, as part of National Penn’s continued emphasis on excellence in serving
our distinctive markets,
William K. Poole
will
continue to
serve as
president and CEO of the HomeTowne Heritage Bank division in
Lancaster.
“This
new
organizational structure will allow us to focus on the unique attributes
of each
region,” said Fainor. “Our five presidents know their markets well and will
continue to focus on building relationships with consumer and business customers
and supporting their local communities.”
About
National Penn Bancshares, Inc.:
National
Penn Bancshares, Inc. is a $5.76 billion asset financial services company
operating 81 offices in Pennsylvania through National Penn Bank and its
FirstService Bank, HomeTowne Heritage Bank, Nittany Bank, and Peoples Bank
of
Oxford divisions. The Peoples Bank of Oxford division also operates one
community office in Cecil County, Maryland.
National
Penn's financial services affiliates consist of National Penn Investors Trust
Company; National Penn Capital Advisors, Inc.; Vantage Investment Advisors,
LLC;
National Penn Insurance Agency, Inc.; and National Penn Leasing
Company.
National
Penn Bancshares, Inc. common stock is traded on the Nasdaq Stock Market under
the symbol "NPBC." Additional information about the National Penn family
is
available on the National Penn Web site at
www.nationalpennbancshares.com.
About
KNBT Bancorp, Inc.:
KNBT
Bancorp, Inc. is a $2.87 billion asset financial services company and is
the
parent bank holding company for Keystone Nazareth Bank & Trust
Company. Keystone Nazareth Bank & Trust Company is a
Pennsylvania-chartered savings bank headquartered in Bethlehem, Pennsylvania
with 56 branch offices in Lehigh, Northampton, Carbon, Monroe, Luzerne and
Schuylkill Counties, Pennsylvania. KNBT Bancorp, Inc. common stock is traded
on
the Nasdaq Stock Market under the symbol “KNBT.” Additional information about
the company is available on the company’s Web site at www.knbt.com.
Cautionary
Statement Regarding Forward-Looking Information:
This
release contains forward-looking information about National Penn Bancshares,
Inc. and the combined operations of National Penn Bancshares, Inc., KNBT
Bancorp, Inc. and Christiana Bank & Trust Company after the completion of
two pending transactions that are intended to be covered by the safe harbor
for
forward-looking statements provided by the Private Securities Litigation
Reform
Act of 1995. Forward-looking statements are statements that are not
historical facts. These statements can be identified by the use of
forward-looking terminology such as “believe,” “expect,” “may,” “will,”
“should,” “project,” “plan,” “seek,” “intend,” or “anticipate”' or the negative
thereof or comparable terminology, and include discussions of strategy,
financial projections and estimates and their underlying assumptions, statements
regarding plans, objectives, expectations or consequences of the transactions,
and statements about the future performance, operations, products and services
of the companies and their subsidiaries. Readers are cautioned not to place
undue reliance on these statements.
National
Penn Bancshares’ and KNBT Bancorp’s businesses and operations, as well as the
combined business and operations following the completion of two pending
transactions, are and will be subject to a variety of risks, uncertainties
and
other factors. Consequently, their actual results and experience may
materially differ from those contained in any forward-looking
statements. 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 their business
strategy due to changes in current or future market conditions; the effects
of
competition, and of changes in laws and regulations on competition, including
industry consolidation and development of competing financial products
and
services; interest rate movements; inability to achieve merger-related
synergies; difficulties in integrating distinct business operations, including
information technology difficulties; disruption from the transaction making
it
more difficult to maintain relationships with customers and employees,
and
challenges in establishing and maintaining operations in new markets;
volatilities in the securities markets; and deteriorating economic conditions.
The foregoing review of important factors should be read in conjunction
with the
other cautionary statements that are included in each of National Penn
Bancshares’ and KNBT Bancorp’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, and their other SEC filings filed after such
date. See “Additional Information About This Transaction”
below. Neither National Penn Bancshares nor KNBT Bancorp makes any
commitment to revise or update any forward-looking statements in order
to
reflect events or circumstances occurring or existing after the date any
forward-looking statement is made.
Additional
Information About the National Penn/KNBT Transaction:
National
Penn Bancshares has filed a registration statement on Form S-4 in connection
with the transaction, and National Penn Bancshares and KNBT Bancorp have
mailed
a joint proxy statement/prospectus to their respective shareholders in
connection with the transaction. Shareholders and investors are urged
to read the joint proxy statement/prospectus because it contains important
information about National Penn Bancshares, KNBT Bancorp and the
transaction. You may obtain a free copy of the proxy
statement/prospectus as well as other filings containing information about
National Penn Bancshares at the SEC’s Web site at www.sec.gov. A free
copy of the proxy statement/prospectus, and the filings with the SEC that
are
incorporated by reference in the proxy statement/prospectus, may also be
obtained from National Penn Bancshares or KNBT Bancorp, by directing the
request
to either of the following persons:
Ms.
Sandra L. Spayd
|
Mr.
Eugene Sobol
|
Corporate
Secretary
|
Senior
Executive Vice President and CFO
|
National
Penn Bancshares, Inc.
|
KNBT
Bancorp, Inc.
|
Philadelphia
and Reading Avenues
|
90
Highland Avenue
|
Boyertown,
PA 19512
|
Bethlehem,
PA 18017
|
(610)
369-6202
|
(610)
807-5888
|
Additional
Information About the National Penn/Christiana
Transaction:
National
Penn has filed a registration statement on Form S-4 in connection with
the
transaction, and together with Christiana, has mailed a proxy
statement/prospectus to Christiana stockholders in connection with the
transaction. Stockholders are urged to read the proxy
statement/prospectus because it contains important information. You
may obtain a free copy of the proxy statement/prospectus as well as other
filings containing information about National Penn at the SEC's Web site
at
www.sec.gov. A free copy of the proxy statement/prospectus, and the
filings with the SEC that are incorporated by reference in the proxy
statement/prospectus, may also be obtained from National Penn or Christiana,
by
directing the request to either of the following persons:
Ms.
Sandra L. Spayd
|
Mr.
Chris J. Cusatis
|
Corporate
Secretary
National
Penn Bancshares, Inc.
|
Senior
Vice President and Chief Financial Officer
Christiana
Bank & Trust Company
|
Philadelphia
and Reading Avenues
|
3801
Kennett Pike
|
Boyertown,
PA 19512
|
Greenville,
DE 19807
|
(610)
369-6202
|
(302)
888-7730
|
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