Harleysville National Corp - Prospectus filed pursuant to Rule 424(b)(3) (424B3)
October 03 2007 - 7:31AM
Edgar (US Regulatory)
Supplement to Prospectus dated October 2, 2007
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-145820
October 3, 2007
To Holders Of Common Stock Of East Penn
Financial Corporation:
PLEASE READ
CAREFULLY!
THE EXCHANGE AGENT MUST RECEIVE
YOUR ELECTION BEFORE 5:00 P.M.,
PREVAILING TIME, ON NOVEMBER 2, 2007
OR
YOU MAY LOSE RIGHTS TO ELECT BETWEEN HARLEYSVILLE STOCK AND CASH
As a result of the pending merger between
Harleysville National Corporation and East Penn Financial Corporation, each
share of East Penn common stock will be converted into the right to receive
either shares of Harleysville common stock or cash, subject to the election,
allocation and proration procedures set forth in the Merger Agreement dated May
15, 2007, by and among, Harleysville and East Penn, as amended, (the "Merger
Agreement").
Enclosed, for your use and information,
are copies of an Election Form and Letter of Transmittal with accompanying
instructions which should be used to surrender shares of East Penn common stock
and to elect the form of consideration you would prefer to receive in exchange
for your East Penn shares.
American Stock Transfer and Trust Company
(AST) has been designated as the Exchange Agent.
Morrow
& Co., Inc. has been appointed as Information Agent for this transaction.
The Information Agent is able to answer any questions you may have regarding
your exchange of shares and can assist you in completing your Election Form and
Letter of Transmittal. Please direct such questions directly to Morrow & Co.
at
1-800-449-0910
. Additional copies of the Election Form and Letter of Transmittal can be
obtained from Morrow & Co., Inc. 470 West Ave, 3rd Floor, Stamford, CT
06902.
BROKERS, DEALERS, COMMERCIAL BANKS, TRUST
COMPANIES AND NOMINEES, who no longer hold shares on behalf of the beneficial
owners, please forward these materials to the persons or entities presently
holding East Penn common stock in their own names.
Brokers may FAX the Guarantee of Delivery
only if it is properly completed. Fax to (718) 234-5001. The Guarantee of
Delivery form is on page 7 of this document.
The Election Form and Letter of
Transmittal along with East Penn certificates are required to be
delivered
to AST by
5:00 P.M., Prevailing
Time on November 2, 2007
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For brokers, dealers, etc. using guaranteed
delivery, certificates must be delivered prior to 5:00 p.m., Prevailing Time on
November 2, 2007. Elections by East Penns 401(k) plan participants must be
received no later than October 31, 2007.
In the event an Election Form is not
submitted timely to AST, you will be deemed to have made no election, and your
East Penn shares will be treated as no election shares and will receive the
allocation required under the Merger Agreement.
Please give this matter your prompt
attention.
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Sincerely,
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Paul D.
Geraghty
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President and
Chief Executive Officer
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Harleysville National Corporation has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents Harleysville has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Harleysville will arrange
to send you the prospectus if you request it by calling toll-free 1-800-423-3955, Extension 62305.
You may also request these documents by e-mail addressed to Harleysville at lchemnitz@hncbank.
These documents are also available by accessing Harleysvilles website at http://www.hncbank.com and
clicking Investor Information, then clicking Documents, and clicking the most recent Registration
Statement under Other Filings.
THIS IS NOT
A PROXY.
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FORM OF
ELECTION
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ELECTION AND DESCRIPTION OF EAST PENN FINANCIAL SHARES
ENCLOSED
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(Attach additional sheets if
necessary)
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ELECTION OPTIONS
(MARK ONLY
ONE BOX)
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o
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Exchange ALL of my East Penn shares
for Harleysville common
stock.*
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o
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Exchange ALL of my East Penn shares
for cash.*
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o
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Exchange__________
** of my East Penn
shares
for cash, and exchange the balance of my East Penn shares for
shares of Harleysville common stock.*
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*
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Subject to proration and allocation, as described in the merger
agreement.
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**
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Enter the number of shares in the space provided.
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Your election
MUST
include all East Penn
shares held in this account, both certificated and book-entry
shares.
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THE ELECTION DEADLINE IS NOVEMBER 2, 2007
AT 5:00 P.M. PREVAILING TIME
(SEE INSTRUCTIONS)
IMPORTANT: IF YOU DO NOT SELECT AN
OPTION OR IF YOU SELECT MORE THAN ONE OPTION, YOUR SHARES SHALL BE DESIGNATED
NO-ELECTION SHARES. IN ADDITION, YOUR ELECTION IS SUBJECT TO THE PRORATION AND
ALLOCATION PROCEDURES SET FORTH IN THE MERGER AGREEMENT.
_____________
The undersigned represents that I (we)
have full authority to surrender without restriction the certificate(s) for
exchange. You are hereby authorized and instructed to prepare in the name of and
deliver to the address indicated below (unless otherwise instructed in the boxes
on the following page) a certificate (or, if Harleysville elects, an agents
message by the Exchange Agent confirming book-entry registration) representing
shares of Harleysville common stock and/or a check representing a cash payment
for shares tendered pursuant to this Election Form/Letter of
Transmittal.
Pursuant to the merger of East Penn
with and into Harleysville, the undersigned encloses herewith and surrenders the
following certificate(s) representing shares of East Penn common stock (See
Instructions):
Name and Address of
Registered Holder(s)
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Indicate Certificate
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Number of Shares
represented by the
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(If blank, please fill in exactly as
names(s) appear(s) on certificate(s)
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Number(s)
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Certificate or Covered by
a
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or book-entry account)
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Notice of Guaranteed
Delivery
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Total Shares
Delivered
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THE INSTRUCTIONS CONTAINED WITHIN THIS
FORM OF ELECTION SHOULD BE READ CAREFULLY BEFORE
IT IS COMPLETED.
SPECIAL
PAYMENT INSTRUCTIONS
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SPECIAL
DELIVERY INSTRUCTIONS
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(SEE
INSTRUCTIONS 8, 10 AND 11)
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To be completed ONLY if any check
and/or any
HARLEYSVILLE common stock are to
be issued in the
name of and sent to
someone other than the names
appearing on
the East Penn share certificates.
Issue checks and/or shares certificates or
confirmation of
book-entry registration
to:
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To be completed ONLY if any check
and/or any
HARLEYSVILLE common stock issued
in the name of
the undersigned are to be
sent to someone other than the
undersigned
or to an address OTHER than that shown
above.
Mail checks and/or shares certificates or
confirmation of
book-entry registration
to:
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Name
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Name
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(Please
Print)
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(Please
Print)
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Address
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Address
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(Include
Zip Code)
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(Include Zip
Code)
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PLEASE RETURN THE COMPLETED FORM OF
ELECTION TO
AS INSTRUCTED BELOW:
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By Mail or
Overnight Courier:
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By
Hand:
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American Stock Transfer & Trust Company
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American Stock Transfer & Trust Company
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Operations Center
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Attn: Reorganization Department
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Attn: Reorganization Department
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59 Maiden Lane
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6201 15
th
Avenue
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Concourse Level
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Brooklyn, NY 11219
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New York, NY 10038
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For
information and assistance in completing your election form,
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please
contact the information agent,
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Morrow &
Co., Inc.
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470 West Ave,
3
rd
Floor
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Stamford, CT
06902
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TOLL FREE:
(800) 449-0910
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THE ELECTION
The financial
and tax consequences of the merger to you will depend on the value and character
of the consideration you receive in exchange for your shares of East Penn common
stock.
An election form will be valid only if
properly completed and only if accompanied by one or more certificates
representing all of the East Penn common shares covered by the election form or
by using the guaranteed delivery procedures described in Instruction 12. In the
event an election form is not properly completed or if the election form has not
been timely submitted to the exchange agent, the shares will be deemed to be
"no-election shares." In addition, your election is subject to the proration and
allocation procedures set forth in the Merger Agreement.
Shareholders may revoke their election at any
time so long as the revocation is received in writing by the exchange agent at
or prior to the election deadline. In the event an election form is revoked
without an accompanying form of election, the common shares of East Penn
represented by the election form will become "no-election shares," and
Harleysville will cause the certificates representing common shares of East Penn
to be promptly returned without charge to the person submitting the election
form. The shareholder may then submit a new election form, as long as the form
is received by the exchange agent prior to the election deadline. Otherwise,
shareholders will receive Harleysville common stock based on the allocation
procedures set forth in the Merger Agreement, as described below. If the
revocation is accompanied by a new election form, the exchange agent will accept
the new election form and follow the instructions on the new form with respect
to the previously delivered shares.
Shareholders may also change their form of
election at any time so long as any change in election is received in writing by
the exchange agent at or prior to the election deadline. In the event
shareholders decide to change their election, and a subsequent form of election
is not properly completed and timely submitted to the exchange agent,
shareholders will be deemed to have chosen the merger consideration provided for
in their original form of election. If shareholders decide to change their
election, and subsequently submit a properly completed form of election to the
exchange agent prior to the election deadline, the shareholders will be deemed
to have elected the merger consideration chosen in the subsequent form of
election.
IN ORDER FOR AN ELECTION TO BE EFFECTIVE, THIS
ELECTION FORM, ACCOMPANIED BY ALL THE CERTIFICATES EVIDENCING COMMON SHARES OF
EAST PENN COVERED BY THIS ELECTION FORM THAT YOU HOLD OR CONFIRMATION OF
TRANSFER OF THE SHARES BY BOOK-ENTRY PROCEDURE (OR, IN EITHER CASE, WHERE
NECESSARY, A NOTICE OF GUARANTEED DELIVERY OR AN AFFIDAVIT OF LOSS) MUST BE
RECEIVED BY THE EXCHANGE AGENT NO LATER THAN 5:00 P.M., PREVAIILNG TIME, ON THE
ELECTION DEADLINE OF FRIDAY, NOVEMBER 2, 2007.
IF YOU HAVE ANY QUESTIONS REGARDING THIS
ELECTION FORM OR THE ACCOMPANYING INSTRUCTIONS, CALL THE INFORMATION AGENT
TOLL-FREE AT
800-449-0910.
******
LETTER OF TRANSMITTAL
Ladies and Gentlemen:
Unless otherwise indicated under Special
Payment Instructions and/or Special Delivery Instructions above, please issue
any shares of Harleysville common stock in my name and make any check for cash
(including cash in lieu of fractional shares of Harleysville common stock)
payable to me. Similarly, unless otherwise indicated under Special Delivery
Instructions above, please send any check and any certificates for shares of
Harleysville common stock or confirmation of book-entry registration to me at
the address shown on this election form.
I submit this form of election in connection
with an election described under "What You Will Receive" in the proxy
statement/prospectus of East Penn Financial dated October 2, 2007. The election
is provided for in, and is governed by, the Merger Agreement, pursuant to which
East Penn will be merged with and into Harleysville.
I understand that upon the effective date of
the merger described in the proxy statement/prospectus, each issued and
outstanding share of common stock, par value $0.625 per share, of East Penn
(East Penn Stock) will be converted into the right to receive, at the election
of the holder as provided in and subject to the allocation and other provisions
outlined in the Merger Agreement, either (x) cash in an amount determined
according to the Merger Agreement (the "Per Share Cash Consideration"), or (y)
validly issued, fully paid and non-assessable shares of Harleysville Common
Stock, par value $1.00, in an amount determined according to the Merger
Agreement (the "Harleysville Common Stock") (the "Per Share Stock
Consideration"). Collectively, the Per Share Cash Consideration and the Per
Share Stock Consideration, as adjusted pursuant to the Merger Agreement, paid
for all issued and outstanding shares of East Penn Stock, are referred to as the
Merger Consideration.
I also understand that in connection with the
merger, as provided in the Merger Agreement, my election may be limited or
changed by the allocation and proration criteria set forth in the Merger
Agreement regarding the number of outstanding East Penn common stock that will
be exchanged for Harleysville common stock. It may also be affected by (i)
failure by one or more holders of East Penn stock options to accept the cash-out
payment provided in the Merger Agreement, (ii) the amounts, if any, that may be
payable in cash by Harleysville to holders of dissenting East Penn shares, and
(iii) provisions in the Merger Agreement limiting the amount of Cash
Consideration as a proportion of the total Merger Consideration. Therefore, the
actual allocation of cash and shares of Harleysville common stock I receive will
depend on the elections of other East Penn shareholders and stock option holders
and may be different from what I elect.
No fractional shares of Harleysville common
stock will be issued to East Penn shareholders in connection with the merger.
East Penn shareholders who otherwise are entitled to receive a fractional share
of Harleysville common stock will, instead, receive cash.
Harleysville common stock that will be issued
in connection with your election will be issued in book-entry form known as
Direct Registration. You will receive a statement showing the shares credited to
your Harleysville shareholder account. At that time, if your prefer to hold a
physical certificate, you will have opportunity to make your request to American
Stock Transfer & Trust Company.
I REPRESENT AND WARRANT THAT I HAVE RECEIVED
THE PROXY STATEMENT/PROSPECTUS. I further agree that all elections, instructions
and orders in this election form are subject to the terms and conditions of the
Merger Agreement, the proxy statement/prospectus and the instructions applicable
to this election form. I also represent and warrant that I have full authority
to make all the elections and give the representations, certifications and
instructions contained in this election form. My signature below is
authorization to the exchange agent to follow all elections and to rely upon all
representations, certifications and instructions contained in this election
form. All authority conferred or agreed to be conferred in this Form of Election
shall survive my death or incapacity and shall be binding upon my heirs,
personal representatives and assigns. If I have changed in writing any previous
election and have submitted a new election form, I authorize the exchange agent
to follow the instructions provided by me in the election form bearing the
latest date prior to the election deadline so long as the date is after the date
of the last change of election.
I hereby irrevocably appoint, authorize and
instruct the exchange agent, as my agent, to effect the exchange pursuant to the
Merger Agreement and the instructions hereto. I authorize and instruct the
exchange agent, as my agent, to deliver the enclosed certificates (or the
confirmation of transfer of the shares by book-entry procedure) and to receive
on my behalf, in exchange for the common shares of East Penn represented by the
certificates (or confirmation of delivery), any check or any certificate(s) (or
confirmation of book-entry registration) for Harleysville common stock issuable
to me. Furthermore, I authorize the exchange agent to follow any Election and to
rely upon all representations, certifications and instructions contained in this
Form of Election.
Signature(s)
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SIGN HERE
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Ö
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SIGN HERE
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Ö
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(Must be signed by registered
holder(s), exactly as name(s) appear(s) on share certificate(s) or by
person(s) authorized to become registered holder(s). If signing is by
trustee, executor, administrator, guardian, officer of a corporation,
attorney-in-fact or other person acting in a representative or fiduciary
capacity, please include full title.)
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Harleysville National Corporation has filed a registration statement (including a prospectus)
with the SEC for the offering to which this communication relates. Before you invest, you should
read the prospectus in that registration statement and other documents Harleysville has filed with
the SEC for more complete information about the issuer and this offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Harleysville will arrange
to send you the prospectus if you request it by calling toll-free 1-800-423-3955, Extension 62305.
You may also request these documents by e-mail addressed to Harleysville at lchemnitz@hncbank.
These documents are also available by accessing Harleysvilles website at http://www.hncbank.com and
clicking Investor Information, then clicking Documents, and clicking the most recent Registration
Statement under Other Filings.
SIGNATURE GUARANTEE
(SEE
INSTRUCTION 7)
(In the event that the check and/or
certificates representing shares of Harleysville common stock is to be
issued in exactly the name of the record holder(s) of the common shares of
East Penn, no guarantee of the Signature on this Form of Election is
required.)
If you have completed either the
"Special Payments Instructions" box or, the Special Delivery
Instructions" box or the "Guarantee of Delivery" box, you must have your
signature(s) medallion guaranteed by an eligible institution, i.e., a
member firm of a registered national securities exchange, a member of the
NASD, Inc. or a commercial bank or trust company in the United
States.
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(Name of Guarantor)
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(Signature(s) Guaranteed)
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(Date)
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Apply Signature Medallion:
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GUARANTEE OF DELIVERY
(TO BE USED ONLY AS TO CERTIFICATES NOT
TRANSMITTED HEREWITH)
(SEE INSTRUCTION 12)
The undersigned (check applicable
box),
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a member of a registered national securities
exchange,
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a member of the National Association of
Securities Dealers, Inc., or
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a commercial bank or trust company in the
United States,
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Guarantees to deliver to American Stock
Transfer and Trust Company, the exchange agent, either all of the certificate(s)
for common shares of East Penn to which this Form of Election relates, or those
certificates identified below, duly endorsed in blank or otherwise in the form
acceptable for transfer on the books of East Penn, no later than 5:00 P.M.,
Prevailing Time, on Friday, November 2, 2007.
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Certificate
No.
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Shares Represented by Each Certificate
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(FIRM - Please
Print)
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(Authorized
Signature)
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(Address)
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(Daytime Area Code and
Telephone Number)
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(Dated)
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INSTRUCTIONS FOR ELECTION
This form of election is to be completed by
each holder of common shares of East Penn Financial Corporation and submitted,
together with all other documents required by this letter, to the exchange agent
on or prior to 5:00 P.M., Prevailing Time on Friday, November 2, 2007. Delivery
of documents to the book-entry transfer facility does not constitute delivery to
the exchange agent.
1.
Time in Which to
Elect.
To be effective, an election on this form or
on a photocopy of it accompanied by the above-described certificate(s)
evidencing common shares of East Penn (or, where necessary, a notice of
guaranteed delivery or affidavit of loss) must be received by the exchange agent
no later than 5:00 p.m. Prevailing Time on November 2, 2007. (If your shares are
held in uncertificated form, you need only submit the form of election, or
follow any instructions provided by your broker.) Shares of persons whose
election forms (and, if their shares are certificated, the certificate(s)
evidencing common shares of East Penn) are not timely received in accordance
with this instruction (assuming such persons have not used the guaranteed
delivery procedures below) will be deemed to be no-election shares.
2.
Change of
Election and Revocation.
An election may be revoked
or changed only by written notice received by the exchange agent no later than
the election deadline. If an election is revoked, the certificate(s) for common
shares of East Penn surrendered with the related election form, or transferred
by book-entry procedure, shall be promptly returned to you, and unless you have
submitted a new election form, you will be deemed to have elected no-election
shares. If you desire to change an election, you may simultaneously change any
previously submitted election and submit a new election, so long as the written
change of election and the new form of election are received by the exchange
agent by 5:00 p.m. Prevailing Time on November 2, 2007.
3.
Termination of
Right to Elect.
All elections will be void and of no
effect if the merger is not consummated or is abandoned, and promptly after any
termination of the merger agreement, the enclosed share certificate(s) shall be
returned to you.
4.
Partial
Elections.
Record holders of common shares of East
Penn may elect to make an election with respect to all or a portion of the East
Penn common shares. The election will be deemed to have been made with respect
to all common shares of East Penn evidenced by the certificate(s) submitted (or
transferred electronically through a book-entry-procedure) unless otherwise
indicated. The common shares of East Penn evidenced by certificate(s) submitted
as to which an election is not made will be deemed to be no-election
shares.
5.
Election by
Nominees.
Any broker or other custodian, nominee or
fiduciary holding a certificate evidencing common shares of East Penn owned by
more than one beneficial owner may submit separate election forms for separate
beneficial owners.
6.
Execution and
Delivery.
This election form must be properly filled
in and signed and must be received, together with share certificates evidencing
common shares of East Penn as to which the election is made, by the exchange
agent at the address set forth above. (If your shares are held in uncertificated
form, you need only submit the form of election, or follow any instructions
provided by your broker. See Instruction 12 for guaranteed delivery.) The method
of delivery of all documents is at the option and risk of the holder of East
Penn common shares. If delivery is by mail, the use of registered mail, with
return receipt requested, properly insured, is strongly recommended. A return
envelope is enclosed. We suggest that this Form of Election be hand delivered or
mailed to the exchange agent as soon as possible. Delivery of the documents will
be deemed effective, and risk of loss and title with respect thereto will pass,
only when materials are actually received by the exchange agent.
NEITHER HARLEYSVILLE NOR THE EXCHANGE AGENT
HAS ANY OBLIGATION TO NOTIFY ANY PERSON OF ANY DEFECT IN AN ELECTION FORM
SUBMITTED BY THE PERSON.
7.
Signatures.
The signature (or signatures,
in the case of certificates owned by two or more holders) on the election form
should correspond exactly with the name, as written on the face of the stock
certificate(s) submitted, unless the common shares of East Penn described on the
election form have been assigned by the registered holder(s). In the event of an
assignment, the election form should be signed in exactly the same form as the
name of the last transferee indicated on the transfers attached to or endorsed
on the certificate(s). Signatures on this election form must be GUARANTEED by an
eligible guarantor institution (
i.e
., bank, brokerage firm, savings and loan, credit union, etc.) that
is a member of an approved Medallion Signature Guarantee Program. A guarantee is
not necessary if the certificates evidencing common shares of East Penn are
submitted by a registered holder of the shares, who has not completed the box
entitled "Special Payment Instructions" or "Special Delivery Instructions" on
this election form.
8.
Supporting
Evidence.
If the election form or any share
certificates or stock powers are signed by a trustee, executor, administrator,
guardian, officer of a corporation, attorney-in-fact or any other person acting
in a representative or fiduciary capacity, the person signing must give the
person's full title in such capacity and appropriate evidence of authority to
act in such capacity.
9.
Checks and/or
New Certificates in Same Name.
Endorsements of
certificate(s), separate stock powers or signature guarantees are not required
if checks for cash and/or any new stock certificates evidencing shares of
Harleysville common stock are payable to the order of, or registered in, the
same name that appears on the certificate(s) evidencing common shares of East
Penn.
10.
Checks and/or
New Certificates in Different Name.
Endorsements of
certificate(s), separate stock powers or signature guarantees are required if
checks for cash and/or any new stock certificates evidencing shares of
Harleysville common stock are payable to the order of, or registered in, a name
other than the name that appears on the certificate(s) submitted.
11.
Book-Entry
Transfers.
If your shares are uncertificated because
they are held in book-entry form, you still need to complete a form of election
and submit it to the exchange agent so that it is received prior to 5:00 p.m.,
Prevailing Time on November 2, 2007, and you must transfer your shares by
book-entry into the account established by the exchange agent with its
book-entry transfer facility when you submit the form of election, but you do
not need to submit any share certificates or other documentation relating to
your uncertificated shares. If your shares are held by a broker in "street name"
and are uncertificated, you should follow any instructions provided by your
broker on how your account will be handled.
12.
Guaranteed
Delivery.
If you wish to make an election with
respect to your East Penn common shares and you cannot deliver your East Penn
share certificates, the form of election or any other required documents prior
to the election deadline, then you may still make a valid election if (1) your
shares are held through an eligible institution, (2) before the election
deadline, the exchange agent receives from the eligible institution a properly
completed and duly executed notice of guaranteed delivery, substantially in the
form enclosed with this form of election, by facsimile transmission, mail or
hand delivery, containing (a) the name and address of the holder and the number
of shares with respect to which the election is made, (b) a statement that the
election is being made thereby, and (c) a guarantee that within three NASDAQ
trading days after the election deadline, the certificates representing the East
Penn common shares in proper form for transfer or book-entry transfer of such
shares, and any other documents required by the form of election will be
deposited by the eligible institution with the exchange agent, and (3) the
exchange agent receives the properly completed and executed form of election, as
well as certificates representing all of your East Penn common shares in proper
form for transfer, and all other documents required by the form of election,
within three NASDAQ trading days after the election deadline.
13.
Lost
Certificates.
If any of your certificates
representing common shares of East Penn have been lost, stolen or destroyed,
please notify the exchange agent in writing and await instructions on how to
proceed.
14.
Miscellaneous.
Cash payments (without interest) and certificates
evidencing Harleysville common stock issuable to East Penn shareholders will be
mailed to East Penn shareholders as promptly as practicable after the effective
time of the merger.
15.
Transfer Taxes.
If you complete the "Special Payment Instructions"
box, you may be required to pay the exchange agent transfer taxes or otherwise
establish that the tax has been paid or is not applicable.
16.
Information
Agent.
Morrow & Co., Inc. has been contracted by
Harleysville to assist East Penn shareholders in answering questions relating to
the exchange of shares and completing the Form of Election. Please contact
Morrow & Co. directly at their toll-free number:
800-449-0910.
17.
Exchange Agent.
American Stock Transfer & Trust Company,
Harleysvilles registrar and transfer agent has been contracted to act as
exchange agent in this merger transaction.
All issues with respect to this election form
and the election (including issues of timeliness, effectiveness, revocation,
etc.) will be determined by Harleysville or the exchange agent, acting on
instructions from Harleysville, which determination shall be conclusive and
binding. In the event of an over-subscription, the exchange agent shall make the
proration described in the proxy statement/prospectus, and any such proration
shall be conclusive and binding on the holders of common shares of East Penn.
The exchange agent may make such equitable changes in the procedures for
implementation of elections provided for as shall be necessary or desirable to
fully effect such elections.
COMPLETING AND RETURNING THIS FORM OF ELECTION
AND LETTER OF TRANSMITTAL DOES NOT HAVE THE EFFECT OF CASTING A VOTE WITH
RESPECT TO ADOPTION OF THE MERGER AGREEMENT OR THE MERGER AT THE SPECIAL MEETING
OF THE SHAREHOLDERS OF EAST PENN. YOU MUST VOTE SEPARATELY BY PROXY.
IMPORTANT TAX INFORMATION
Certain shareholders (including, among
others, corporations and certain foreign individuals) are not subject to backup
withholding but those shareholders should nevertheless file Substitute Form W-9
to avoid possible erroneous backup withholding. In order for a foreign
individual to qualify as an exempt recipient, that shareholder must submit a
Form W-8 or successor form, signed under penalties of perjury, attesting to that
individual's exempt status. A Form W-8 can be obtained from the exchange agent.
(See the enclosed Guidelines for Certificate of Taxpayer Identification Number
on Substitute Form W-9 for additional instructions.)
Backup withholding is
not an additional tax. Rather the tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PAYER'S NAME: HARLEYSVILLE NATIONAL
CORPORATION
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SUBSTITUTE
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Part 1 - PLEASE PROVIDE YOUR NAME, ADDRESS AND TIN IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
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Name (Please
Print)
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Form
W-9
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Address
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Department of
the
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Treasury
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Social security number
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Internal
Revenue
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(If awaiting TIN write "Applied
For")
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Service
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OR
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Payer's
Request for
Taxpayer
Identification
Number
("TIN")
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Employer identification number
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Part 2 - Certificate - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued for me), and (2) I am
not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding, and (3) I am a U.S.
person (including a U.S. resident alien).
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CERTIFICATE
INSTRUCTIONS - You must cross out item (2) above if you have been notified
by the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax returns. However, if
after being notified by the IRS that you are subject to backup
withholding, you receive another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such item (2).
(Also see instructions in the enclosed Guidelines).
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Part 3 -
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SIGNATURE
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DATE
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Awaiting TIN
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NOTE: FAILURE TO COMPLETE AND RETURN
THIS FORM MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN
BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU PURSUANT TO THE
OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAX PAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
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