- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
July 27 2009 - 5:14PM
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): July 27, 2009
HARLEYSVILLE NATIONAL
CORPORATION
(Exact name of registrant as specified in its charter)
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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
(Registrants 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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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 7.01.
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Regulation FD Disclosure
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A copy of an email
message sent to all employees of Harleysville from President and CEO Paul Geraghty dated July 27, 2009 is attached as Exhibit 99.2 to this report and is being furnished to the SEC and shall not be deemed filed for any purpose.
A copy of key messages sent to all employees of Harleysville dated July 27, 2009 is attached as Exhibit 99.3 to this report and is being
furnished to the SEC and shall not be deemed filed for any purpose.
A copy of a customer Q&A sent to all employees of
Harleysville dated July 27, 2009 is attached as Exhibit 99.4 to this report and is being furnished to the SEC and shall not be deemed filed for any purpose.
A copy of key shareholder messages sent to all employees of Harleysville dated July 27, 2009 is attached as Exhibit 99.5 to this report and is being furnished to the SEC and shall not be deemed filed for
any purpose.
On July 27, 2009, Harleysville
National Corporation (Harleysville) issued a joint press release with First Niagara Financial Group, Inc. (First Niagara), announcing the execution of an Agreement and Plan of Merger, dated as of July 27, 2009, by and
among Harleysville, a Pennsylvania corporation, and First Niagara, a Delaware corporation. A copy of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein.
Additional Information
First Niagara and Harleysville will file a registration statement, a
proxy statement/prospectus and other relevant documents concerning the proposed transaction with the Securities and Exchange Commission (the SEC). Shareholders are urged to read the registration statement and the proxy
statement/prospectus 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. You will be able to obtain a free copy
of the proxy statement/prospectus, as well as other filings containing information about First Niagara and Harleysville, at the SECs Internet site (
http://www.sec.gov
). Copies of the proxy statement/prospectus also can be obtained, when
available and without charge, by directing a request to First Niagara Financial Group, Inc., Attention: Anthony M. Alessi, Investor Relations, 6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514, (716) 625-7692, or to
Harleysville National Corporation, 483 Main Street, Harleysville, Pennsylvania 19438, Attention: Noel Devine (215) 256-8851 ext 61703.
Harleysville, First Niagara and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Harleysville in connection with the acquisition. Information about
the directors and executive officers of Harleysville and their ownership of Harleysville common stock is set forth in Harleysvilles most recent proxy statement as filed with the SEC, which is available at the SECs Internet site
(
http://www.sec.gov
) and at Harleysvilles address in the preceding paragraph. Information about the directors and executive officers of First Niagara is set forth in First Niagaras most recent proxy statement filed with the SEC
and available at the SECs Internet site and from First Niagara at the address set forth in the preceding paragraph.
Additional
information regarding the interests of these participants may be obtained by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.
Item 9.01.
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Financial Statements and Exhibits
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(a)
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Financial Statements and Exhibits
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None.
(b)
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Pro Forma Financial Information
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None.
(c)
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Shell Company Transactions.
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Not applicable.
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Exhibit
Number
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Description
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99.1
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Press release dated July 27, 2009
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99.2
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Email message sent to all employees of Harleysville from Paul Geraghty dated July 27, 2009
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99.3
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Key messages sent to all employees of Harleysville dated July 27, 2009
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99.4
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Customer Q&A sent to all employees of Harleysville dated July 27, 2009
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99.5
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Key Shareholder Messages sent to all employees of Harleysville dated July 27, 2009
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SIGNATURES
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: July 27, 2009
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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
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Exhibit
Number
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Description
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99.1
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Press release dated July 27, 2009.
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99.2
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Email message sent to all employees of Harleysville from Paul Geraghty dated July 27, 2009
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99.3
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Key messages sent to all employees of Harleysville dated July 27, 2009
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99.4
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Customer Q&A sent to all employees of Harleysville dated July 27, 2009
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99.5
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Key Shareholder Messages sent to all employees of Harleysville dated July 27, 2009
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4
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