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
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NATIONAL
PENN CONTACT:
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KNBT
CONTACT:
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Catharine
Bower
|
Dennis
Ryan
|
|
610-369-6618
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610-882-5244
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csbower@natpennbank.com
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dennis.p.ryan@knbt.com
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National
Penn/KNBT Announce Regional Presidents of Post-Merger
Organization
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 that they
have organized their combined market area into five regions to continue to
provide outstanding service to customers after the integration of KNBT into
National Penn. Concurrently, National Penn announced the presidents
who will be responsible for the new regions. The changes will be fully
implemented after the anticipated close of the merger in early February
2008. The presidents are:
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·
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Scott
L. Gruber
, president, Central Region (Berks and western
Montgomery counties)
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|
·
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Blair
T. Rush
, president, Eastern Region (Bucks and eastern Montgomery
counties) and FirstService Bank
division
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|
·
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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
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|
·
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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.
“These
are experienced leaders who know their markets well,” said Scott V. Fainor, who,
following the merger, will be senior executive vice president and chief
operating officer of National Penn and president and CEO of National Penn
Bank,
to whom the regional presidents will report. “They and their teams
are committed to strengthening relationships with customers, continuing to
support our communities, and providing the best that our combined company
has to
offer.”
Scott
Gruber
- Gruber has been named president, Central Region. He
previously led National Penn’s Manufacturing Group, SBA lending and had
administrative oversight of the bank’s Berks and Montgomery
regions.
In
his
new role, Gruber will be responsible for the growth and profitability of
the
bank’s delivery functions in Berks and Montgomery counties. In Berks County, he
fills the position previously held by
Ronald Bashore
, who
retired October 12, 2007. In Montgomery County, Gruber assumes
the position previously held by
Todd Alderfer
, who has taken on
an expanded role as executive vice president in charge of retail delivery
for
both Berks and Montgomery counties.
Gruber
joined National Penn Bank in 1997 as vice president and regional commercial
lending manager of the bank’s Lehigh Valley Division. He was named executive
vice president in 2002. He previously was employed by CoreStates and its
predecessor Meridian Bancorp, Inc. for nine years as vice president of large
corporate banking, corporate banking and middle market, and manager of dealer
development.
Gruber
earned a bachelors degree from Pennsylvania State University and an MBA from
St.
Joseph’s University. He also graduated from the Stonier Graduate School of
Banking. He is a member of the board of the Kutztown University
Foundation, the executive board and vice president of finance of the Boy
Scouts
of America Hawk Mountain Council, the steering committee of the Berks Economic
Partnership, the Penn State Berks - Lehigh Valley College Advisory Board
and the
board of the Treatment Access Service Center. In addition, he is board chairman
of the Manufacturers Resource Center, based in the Lehigh Valley.
Blair
Rush
– As president of National Penn’s Eastern Region as well as
continuing his current role as FirstService Bank division president, Rush
will
be responsible for the growth and profitability of the region, which covers
Bucks and eastern Montgomery counties. A resident of Perkasie, Rush
has a 28-year career in the financial services industry. He has a
bachelor of science degree from Delaware College in Doylestown and is a graduate
of the Pennsylvania Bankers Association’s Advanced School of Banking and
Advanced Commercial Lending Academy. Active in the community, he is
board member of the North Penn and Indian Valley Boys & Girls Club, the
North Penn United Way, the Bucks County Boy Scouts of America and the Pennridge
Little League.
David
Kennedy
– In his new role as president of the Northern Region (KNBT
division), Kennedy will be responsible for the growth and profitability of
KNBT’s delivery functions throughout KNBT’s marketplace, which encompasses
Lehigh, Northampton, Carbon, Monroe, Schuylkill and Luzerne
counties. He assumes responsibility for National Penn’s Lehigh
Valley Region, a position previously held by
Harry McGuirk
, who
now serves as regional credit officer, with responsibility for commercial
credit
underwriting as well as asset quality management.
Kennedy,
of Bethlehem, formerly was president of the Greater Lehigh Valley Region
of
KNBT. He has 24 years experience in the financial services industry.
Before joining KNBT in 2001, he was a senior vice president and commercial
sector manager of Summit Bank. He holds a bachelors degree from Lafayette
College and an MBA from Lehigh University. He is a member of the board of
trustees of the Northampton Community College Foundation and the Historic
Bethlehem Partnership. In addition, he is a member of the Board of Governors
of
Saucon Valley Country Club.
Reporting
to Kennedy will be
John Andreacio
, who will continue to serve
as president of KNBT Northeast Pennsylvania, responsible for commercial banking
activities as well as other various market-related activities for Carbon,
Schuylkill and Luzerne counties. Andreacio joined KNBT in 2005 as regional
president for the company’s Northeast Pennsylvania region. He has more than 20
years in the financial services industry. Andreacio is a graduate of Seton
Hall
University and holds an MBA from Rutgers.
Robert
Marino
– Marino, currently president of National Penn’s Philadelphia
division, will be president of National Penn’s Southern Region. In
his new role, he will be responsible for growing the company’s banking presence
in Philadelphia, southern Montgomery County, Chester County, Delaware County,
the Main Line. He also will have advisory responsibilities for
enhanced banking strategies in the state of Delaware, through National Penn’s
pending acquisition of Christiana Bank and Trust Company. For
National Penn’s Chester County area, he assumes the position previously held by
Nancy Corson
, who now serves as regional credit officer, with
responsibility for commercial credit underwriting as well as asset quality
management.
A
resident of Broomall, Marino has 24 years in Financial
Services. Before joining National Penn in 1995 as a manager, Cash
Management Sales, he was with Meridian Bank. Marino holds a bachelors
degree from Temple University and an MBA from St. Joseph’s
University.
David
Richards
– Richards will be president of National Penn’s Western Region
(Centre and Lancaster Counties) and will continue to be president of the
Nittany
Bank division. As head of the Western Region, he will be responsible
for the growth and profitability of Nittany Bank in State College, Centre
County
and administrative reporting for National Penn’s HomeTowne Heritage Bank
division in Lancaster County.
Richards
was a founder of Nittany Bank in 1997 and after its acquisition by National
Penn
in 2006, he remained president of the Nittany Bank division. A resident of
State
College, he is a graduate of Susquehanna University and the American Bankers
Association’s Stonier School of Banking. He is on the board of the
State College Quarterback Club and is active in the State College YMCA and
the
Second Mile.
William
Poole
, HomeTowne Heritage Bank division president and CEO, will
continue to focus on bringing National Penn’s full range of resources to serving
this unique area. He is a founder of HomeTowne Heritage Bank and
after its acquisition by National Penn in 2003, remained as president and
CEO. A resident of West Lampeter Township, Lancaster County, he
has 25 years in financial services. He is a graduate of Millersville
University and has post graduate certifications in banking from Bucknell
University, Ohio State University, University of Oklahoma and Robert Morris
Associates. Active in the community, he is on the board
of the Ambassador Foundation and the Sight & Sound Theatre.
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
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Mr.
Eugene Sobol
|
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Corporate
Secretary
|
Senior
Executive Vice President and CFO
|
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National
Penn Bancshares, Inc.
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KNBT
Bancorp, Inc.
|
|
Philadelphia
and Reading Avenues
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90
Highland Avenue
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|
Boyertown,
PA 19512
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Bethlehem,
PA 18017
|
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(610)
369-6202
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(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
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Mr.
Chris J. Cusatis
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Corporate
Secretary
National
Penn Bancshares, Inc.
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Senior
Vice President and Chief Financial Officer
Christiana
Bank & Trust Company
|
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Philadelphia
and Reading Avenues
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3801
Kennett Pike
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Boyertown,
PA 19512
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Greenville,
DE 19807
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(610)
369-6202
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(302)
888-7730
|
-5-