Harleysville National Corp - Current report filing (8-K)
November 21 2007 - 1:26PM
Edgar (US Regulatory)
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):
|
November
19, 2007
|
HARLEYSVILLE
NATIONAL
CORPORATION
__________________________________________
(Exact
name of registrant as specified in its charter)
Pennsylvania
|
0-15237
|
23-2210237
|
_____________________
(State
or other jurisdiction
|
_____________
(Commission
|
______________
(I.R.S.
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
483
Main Street, Harleysville, Pennsylvania
|
|
19438
|
_________________________________
(Address
of principal executive offices)
|
|
___________
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
215-256-8851
|
Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
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):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
November 19, 2007, Harleysville National Bank, a wholly owned banking subsidiary
of Harleysville National Corporation, entered into a definitive agreement
(the
“Agreement”) to sell sixteen properties to American Realty Capital, LLC (“ARC”)
in a sale-leaseback transaction. The properties are located throughout Berks,
Bucks, Lehigh, Montgomery, Northampton, and Carbon counties. The total sale
price is expected to be approximately $38.8 million. In the Agreement, the
parties each make customary representations and warranties to each other.
The
finalization of the transaction is also contingent upon the completion of
a 30
day due diligence period during which ARC shall have the right, at its sole
risk
and expense, to conduct an inspection and examination of the sixteen properties
and all matters (including environmental and land use matters) relating to
the
properties. The buyer may terminate prior to the end of the due diligence
period, either as to all properties, or as to less than all of the properties,
but a termination as to less than all the properties may not reduce the
aggregate purchase price below $30 million. In addition, the parties have
agreed
to use diligent efforts in good faith to finalize the forms of lease agreement
for each of the properties no later than 10 days from the date of the Agreement.
Under the leases, Harleysville National Bank will continue to utilize the
properties in the normal course of business. Although the lease payments
on each
property will be determined at the signing of each lease, the agreement provides
that the leases will be institution-quality, triple net leases with initial
annual aggregate base rent of $3,003,838 with annual rent escalations equal
to
the lower of CPI-U (Consumer Price Index for all Urban Consumers) or 2.0
percent
commencing in the second year of the lease term. As tenant, the Bank will
be
fully responsible for all costs associated with the operation, repair and
maintenance of the properties during the lease terms. The agreement provides
that each lease will have an initial term ranging from 5 – 15 years, commencing
on the closing date for the Agreement, with options to renew on various terms
for periods aggregating up to 45 years. The Agreement is expected to close
on or
before year-end 2007.
Item
7.01 Regulation FD Disclosure
On
November 21, 2007, Harleysville National Corporation issued a press release
announcing that Harleysville National Bank, its wholly owned banking subsidiary,
entered into a definitive agreement to sell sixteen properties to American
Realty Capital, LLC (“ARC”) in a sale-leaseback transaction.
Under
the
terms of the agreement, Harleysville National Bank will sell and simultaneously
enter into long-term operating leases with ARC; Harleysville will retain
control
of the properties. The bank anticipates no interruption of service to
customers or direct impact on the staff of these offices located throughout
Berks, Bucks, Lehigh, Montgomery, Northampton, and Carbon
counties. The Agreement is expected to close on or before year-end
2007.
The
agreement provides that each lease will have an initial term ranging from
five
to fifteen years, commencing on the closing date for the Agreement, with
options
to renew on various terms for periods aggregating up to 45 years.
A
copy of
the press release is furnished herewith as Exhibit
99.1.
Item
9.01
|
Financial
Statements and
Exhibits
|
Exhibit
99.1: Press Release issued by Harleysville National Corporation dated November
21, 2007 titled “Harleysville National Bank Enters Into Sale-Leaseback
Arrangement for Its Bank-Owned Locations.”
Pursuant to the requirements of the Securities Exchange Act
of 1934, the
Registrant has duly caused this report to be signed
on its behalf by the
undersigned hereunto duly authorized.
HARLEYSVILLE
NATIONAL
CORPORATION
Dated:
November 21,
2007
/s/
George S. Rapp
George
S. Rapp, EVP and Chief
Financial Officer
EXHIBIT
INDEX
Exhibit
99.1:
Press
Release issued by Harleysville National Corporation dated November 21, 2007
titled “Harleysville National Bank enters into sale-leaseback arrangement
for its bank-owned locations.”
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