NPB SC 13D/A

0000950159-06-001026.txt : 20060721 0000950159-06-001026.hdr.sgml : 20060721 20060721172333 ACCESSION NUMBER: 0000950159-06-001026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060721 DATE AS OF CHANGE: 20060721 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PENN BANCSHARES INC CENTRAL INDEX KEY: 0000700733 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232215075 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34736 FILM NUMBER: 06974893 BUSINESS ADDRESS: STREET 1: PHILADELPHIA AND READING AVES STREET 2: PO BOX 547 CITY: BOYERTOWN STATE: PA ZIP: 19512 BUSINESS PHONE: 1-800-822-3321 MAIL ADDRESS: STREET 1: PHILADELPHIA AND READING AVES STREET 2: P. O. BOX 547 CITY: BOYERTOWN STATE: PA ZIP: 19512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Overstreet Estate of James K CENTRAL INDEX KEY: 0001361994 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 610-933-8069 MAIL ADDRESS: STREET 1: UNRUH, TURNER, BURKE & FREES, PC STREET 2: 120 GAY STREET - P. O. BOX 289 CITY: PHOENIXVILLE STATE: PA ZIP: 19460 SC 13D/A 1 npbsc13da.htm NPB SC 13D/A NPB SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

NATIONAL PENN BANCSHARES, INC. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 63713810 (CUSIP Number) David M. Frees, III, Unruh, Turner, Burke & Frees, P.C. 120 Gay Street-P. O. Box 289, Phoenixville, PA 19460, 610-933-8069 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2006 (July 17, 2006) (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. \|_\| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages)

CUSIP No.	63713810
- ------------------------------------------------------------------------------
1	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
	(Entities Only)
	ESTATE OF JAMES K. OVERSTREET, DECEASED
- ------------------------------------------------------------------------------
2	Check the Appropriate Box If a Member of a Group (See Instructions)
	a. \|_\|
	b. \|_\|
- ------------------------------------------------------------------------------
3	SEC Use Only
- ------------------------------------------------------------------------------
4	Source of Funds (See Instructions)
	- See Item 5(c) 00
- ------------------------------------------------------------------------------
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
	Items 2(d) or 2(e) \|_\|
- ------------------------------------------------------------------------------
6	Citizenship or Place of Organization
	PENNSYLVANIA

- ------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 2,516,329.75

	8	Shared Voting Power 25,559

	9	Sole Dispositive Power 2,516,329.75

	10	Shared Dispositive Power 25,559
-------------------------------------------------------------------------------
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,541,888.25
-------------------------------------------------------------------------------
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
	(See Instructions) \|_\|
-------------------------------------------------------------------------------
13	Percent of Class Represented By Amount in Row (11)
	5.45
-------------------------------------------------------------------------------
14	Type of Reporting Person (See Instructions)

CUSIP No.	63713810
- ------------------------------------------------------------------------------
1	Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
	(Entities Only)
	Evelyn M. Overstreet
- ------------------------------------------------------------------------------
2	Check the Appropriate Box If a Member of a Group (See Instructions)
	a. \|_\|
	b. \|_\|
- ------------------------------------------------------------------------------
3	SEC Use Only
- ------------------------------------------------------------------------------
4	Source of Funds (See Instructions)
	- See Item 5(c) 00
- ------------------------------------------------------------------------------
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
	Items 2(d) or 2(e) \|_\|
- ------------------------------------------------------------------------------
6	Citizenship or Place of Organization
	UNITED STATES OF AMERICA

- ------------------------------------------------------------------------------
Number of Shares Beneficially Owned by Each Reporting Person With	7	Sole Voting Power 188,490.5

	8	Shared Voting Power 1,800

	9	Sole Dispositive Power 188,490.5

	10	Shared Dispositive Power 1,800
-------------------------------------------------------------------------------
11	Aggregate Amount Beneficially Owned by Each Reporting Person 190,290.5
-------------------------------------------------------------------------------
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
	(See Instructions) \|_\|
-------------------------------------------------------------------------------
13	Percent of Class Represented By Amount in Row (11)
	.41
-------------------------------------------------------------------------------
14	Type of Reporting Person (See Instructions)

This Amendment No. 1 to Schedule 13D amends only Items 4, 5, 6 and 7 thereof.

Item 4. Purpose of Transaction

The Estate of James K. Overstreet (the “Estate”) is filing this Amendment No. 1 to Schedule 13D to report the reduction in its percentage ownership to 5.45%, resulting from the sale to National Penn Bancshares, Inc. (“NPBC”) of 500,000 shares of common stock of NPBC.

On July 12, 2006, the Estate entered into a Stock Repurchase Agreement (the “Agreement”) with NPBC. On May 5, 2006, the Estate reported on a Schedule 13D filed with the Securities and Exchange Commission its beneficial ownership of 3,041,888.25 shares of National Penn common stock (approximately 6.52% of the outstanding shares of National Penn common stock).

The Agreement provides for the purchase by NPBC of 500,000 shares of NPBC common stock at a purchase price of $19.90 per share (the closing sale price of NPBC common stock as of July 11, 2006, less ten cents per share) or a total purchase price of $9,950,000.00. On July 17, 2006, National Penn and the Estate completed this transaction.

The Agreement is included in this Amendment No. 1 to Schedule 13D as Exhibit 7 and is incorporated by reference into this Item 4.

Item 5. Interest in Securities of the Issuer

The Estate beneficially owns 2,541,888.25 shares of NPBC common stock, representing approximately 5.45% of NPBC’s common stock outstanding (based on the number of shares outstanding reported by NPBC in its most recently available filing with the Securities and Exchange Commission). The Estate has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of 2,516,329.75 shares. The Estate has shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of 25,559 shares owned directly by S.O.C.O. Enterprises, a general partnership in which Mr. Overstreet was a partner.

Mrs. Overstreet beneficially owns 190,290.50 shares of NPBC common stock, representing approximately .41% of NPBC’s common stock outstanding (based on the number of shares outstanding reported by NPBC in its most recently available filing with the SEC). Mrs. Overstreet has sole power to vote or to direct the voting, and sole power to dispose or direct the disposition of 188,490.5 shares. Mrs. Overstreet has shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of 1,800 shares.

Mrs. Fifer, for so long as she remains Executrix of the Estate and for so long as she continues to hold a durable power of attorney from Mrs. Overstreet, may exercise on behalf of the Estate and Mrs. Overstreet, respectively, the voting power and investment power described in this Item 5.

During the past 60 days, neither the Estate nor Mrs. Overstreet has carried out any transaction in NPBC common stock, except as set forth in Item 4 hereof.

Item 6. Contracts, Arrangements, Understandings or Relationships with

Respect to Securities of the Issuer

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 of this Schedule 13D with respect to any NPBC securities, except as described in Item 2, which information is incorporated by reference into this Item 6.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between any person named in Item 2 of this Schedule 13D and any other person with respect to any NPBC securities, except as follows:

1,508,490 shares of NPBC common stock are pledged by the Estate and 105,369 shares of NPBC common stock are pledged by Mrs. Overstreet to secure indebtedness to various financial institutions incurred for borrowings or to secure guarantees of such borrowings by third parties. In each case, the secured party cannot exercise voting power or investment power over the pledged securities in the absence of an uncured default under the loan documents.

The Estate is a party to the S.O.C.O. Enterprises Buy and Sell Agreement dated September 1, 2001, a copy of which is attached hereto as Exhibit 5. Pursuant to this Agreement, the remaining partners in the Partnership are obligated to purchase the Estate’s 43.75% general partnership interest, which purchase would result in the Estate’s disposition of beneficial ownership of 25,559 shares of NPBC common stock held by the Partnership. The Estate and the remaining partners in the Partnership are currently engaged in discussions that could result in a different resolution of this matter.

·	The Agreement with NPBC referred to in Item 4 hereof.

Item 7. Material to be Filed as Exhibits.

The following exhibits are attached hereto and incorporated by reference into this Item 7 by inference:

Exhibit Description

1	Joint Filing Agreement dated May 5, 2006 between the Estate of James K. Overstreet and Evelyn M. Overstreet.
2	Will dated January 17, 2005, of James K. Overstreet.
3	Evidence of Authority of Elizabeth A. Fifer, Executrix of the Estate of James K. Overstreet, deceased.
4	Durable Power of Attorney executed by Evelyn M. Overstreet, dated September 13, 1993, appointing Elizabeth A. Fifer as attorney-in-fact and agent.
5	S.O.C.O. Enterprises Partnership Buy and Sell Agreement dated September 1, 2001, among Thomas M. Saltsgiver, James K. Overstreet, Terry J. Crocker, and Richard E. O’Neill.
6	Agreement dated as of July 12, 2006 between National Penn Bancshares, Inc. and the Estate of James K. Overstreet.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		THE ESTATE OF JAMES K. OVERSTREET, DECEASED

Date:	July 21, 2006	By:	/s/ Elizabeth A. Fifer
			Name:	Elizabeth A. Fifer
			Title:	Executrix

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		EVELYN M. OVERSTREET

Date:	July 21, 2006	By:	/s/ Elizabeth A. Fifer
			Name:	Elizabeth A. Fifer
			Title:	Attorney-in-Fact

EXHIBIT INDEX

Exhibit Description

1^*	Joint Filing Agreement dated May 5, 2006 between the Estate of James K. Overstreet and Evelyn M. Overstreet.
2^*	Will dated January 17, 2005, of James K. Overstreet.
3^*	Evidence of Authority of Elizabeth A. Fifer, Executrix of the Estate of James K. Overstreet, deceased.
4^*	Durable Power of Attorney executed by Evelyn M. Overstreet, dated September 13, 1993, appointing Elizabeth A. Fifer as attorney-in-fact and agent.
5^*	S.O.C.O. Enterprises Partnership Buy and Sell Agreement dated September 1, 2001, among Thomas M. Saltsgiver, James K. Overstreet, Terry J. Crocker, and Richard E. O’Neill.
6	Agreement dated as of July 12, 2006 between National Penn Bancshares, Inc. and the Estate of James K. Overstreet.

_______________

^* Previously filed with Schedule 13D.

EX-99.6 2 ex99-6.htm EXHIBIT 6 Exhibit 6

EXHIBIT 6

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (the "Agreement") dated as of July 12, 2006, is by and between National Penn Bancshares, Inc., a Pennsylvania business corporation (“NPBC"), and the Estate of James K. Overstreet (the "Estate").

WHEREAS, the Estate currently owns and desires to sell 500,000 shares of NPBC's common stock (the "Stock"); and

WHEREAS, NPBC desires to purchase the Stock (a) as part of its buy-back program in order to manage the shares of common stock it has in its Treasury for its various stock-based compensation plans, its dividend reinvestment plan, and for potential acquisitions; (b) because NPBC believes that an investment in NPBC is a prudent way to utilize cash currently available; and (c) in order to prevent a depressing impact of the sale of the Stock in the open market on NPBC's stock price; and

WHEREAS, the Estate desires to sell the Stock in order to increase its liquidity and to diversify its assets;

WHEREAS, the Estate believes that a sale of the Stock directly to NPBC will result in the most cost-effective sale of the Stock;

WHEREAS, based on the foregoing, the Estate desires to sell the Stock directly to NPBC, and NPBC desires to purchase the Stock directly from the Estate, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, in reliance upon the representations and warranties contained herein, and subject to the conditions contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

PURCHASE AND SALE OF STOCK

Section 1.1. Purchase and Sale of Common Stock. Subject to the terms and conditions set forth in this Agreement, the Estate hereby agrees to sell, transfer, convey and assign to NPBC, and NPBC hereby agrees to purchase from the Estate, the Stock at a cash purchase price determined in accordance with Section 1.2 below.

Section 1.2. Purchase Price. NPBC shall pay to the Estate for the Stock (as more fully set forth in Section 1.3 below), upon delivery by the Estate to NPBC of the Stock (whether electronically through the DWAC system or by delivery of one or more certificates representing the Stock), a per share price equal to Nineteen Dollars and Ninety Cents ($19.90) (the closing sale price of NPBC stock as of the last business day preceding the date of execution of this Agreement, as reported on The Nasdaq Stock Market, less ten cents per share). The total price payable by NPBC for the Stock shall be Nine Million Nine Hundred Fifty Thousand Dollars and No Cents ($9,950,000.00) (the "Purchase Price”).

Section 1.3. Closing. The consummation of the purchase and sale contemplated by this Agreement shall take place at the offices of NPBC, Philadelphia and Reading Avenues, Boyertown, Pennsylvania 19512 at a date and time mutually agreeable to the Estate and NPBC, and in any event as soon as reasonably practical after all of the conditions to closing set forth in this Agreement shall be satisfied (the "Closing Date"). On the Closing Date, the Estate shall deliver or cause to be delivered to NPBC the Stock, either electronically through the DWAC system or by one or more NPBC stock certificates representing the Stock, duly endorsed for transfer or accompanied by duly executed stock powers; and NPBC shall deliver to the Estate the Purchase Price by direct deposit or wire transfer of various amounts equal in total to the Purchase Price to one or more accounts designated in writing by the Estate to NPBC.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1. Representations of NPBC. NPBC hereby represents and warrants to the Estate as follows:

(a) NPBC is a Pennsylvania business corporation validly subsisting under the laws of the Commonwealth of Pennsylvania and has all requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereby.

(b) Upon execution of this Agreement by NPBC, this Agreement will have been duly executed and delivered by NPBC, and will constitute a valid and binding obligation of NPBC, enforceable against NPBC in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws effecting creditors' rights generally and general principles of equity.

(c) No authorization, consent or approval of (or filing with) any third person, any court, any public body or any authority is necessary (or, if necessary, it has already been obtained) for the consummation by NPBC of the transactions contemplated by this Agreement.

(d) The execution, delivery and performance of this Agreement by NPBC will not constitute a breach, violation or default (or an event which, with notice or lapse of time or both, will constitute a default) under, or result in the termination of, accelerate the performance required by, result in the right of termination or acceleration under, or result in a creation of any lien or encumbrance upon any of the properties or assets of NPBC under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument as to which NPBC is a party or by which its properties or assets are bound.

Section 2.2. Representations of the Estate. The Estate hereby represents and warrants to NPBC as follows:

(a) The Estate has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

(b) The Estate has good and valid title to the Stock free and clear of any lien, pledge, security interest or other encumbrance whatsoever, except for those liens and encumbrances identified on Exhibit A attached hereto and made a part hereof.

(c) Upon execution of this Agreement by the Estate, this Agreement will have been duly and validly executed and delivered by the Estate, and will constitute a valid and binding obligation of the Estate, enforceable against the Estate in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws effecting creditors' rights generally and general principles of equity.

(d) No authorization, consent or approval of (or filing with) any third person, any court, any public body or any authority is necessary (or, if necessary, it has already been obtained) for the consummation by the Estate of the transactions contemplated by this Agreement.

(e) The execution, delivery and performance of this Agreement by the Estate will not constitute a breach, violation or default (or an event which, with notice or lapse of time or both, will constitute a default) under, or result in the termination of, accelerate the performance required by, result in the right of termination or acceleration under, or result in a creation of any lien or encumbrance upon any of the properties or assets of the Estate under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument as to which the Estate is a party or by which its properties or assets are bound.

Section 2.3. Representations of Executrix of the Estate. The Executrix of the Estate hereby represents and warrants to NPBC as follows:

(a) The Executrix, on behalf of the Estate, has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

(b) The Executrix has such knowledge, experience and sophistication in financial and business matters as to be able to enter into the transactions contemplated by this Agreement without the assistance of an investor representative.

(c) The Executrix has entered into this Agreement, and the transactions contemplated by this Agreement, freely and without any pressure from NPBC to sell the Stock to NPBC.

(d) The Executrix has been advised by NPBC that it is entering into this Agreement pursuant to a Pre-Determined Stock Repurchase Plan adopted by NPBC pursuant to Securities and Exchange Commission Rule 10b5-1, and that as of the date of execution of this agreement, NPBC has not yet publicly released its financial results for the quarter ended June 30, 2006.

ARTICLE III

MISCELLANEOUS

Section 3.1. Governing Law. This Agreement shall be construed under and governed by the laws of the Commonwealth of Pennsylvania.

Section 3.2. Further Instruments and Actions. Each party agrees to deliver any further instruments and to take any further actions that may be responsibly and reasonably requested by the other, or counsel to the other, in order to carry out the provisions and purposes of this Agreement.

Section 3.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the sale and transfer of the Stock, and there are no agreements, conditions or understandings, either oral or written, between NPBC and the Estate relating to these matters other than those contained in this Agreement. This Agreement may be altered or amended only by a written agreement signed by both NPBC and the Estate.

Section 3.4. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Attest:	NATIONAL PENN BANCSHARES, INC.

/s/: Sandra L. Spayd	By: /s/ Wayne R. Weidner
Sandra L. Spayd,	Wayne R. Weidner, Chairman and
Secretary	Chief Executive Officer

	THE ESTATE OF JAMES K. OVERSTREET

Witness: /s/ Margaret Arsenich	By: /s/ Elizabeth A. Fifer, Executrix
	Elizabeth A. Fifer, Executrix


Witness: /s/ Margaret Arsenich	Elizabeth A. Fifer
	Elizabeth A. Fifer,
	Individually (with respect to
	Section 2.3 Only)

EXHIBIT A

LIENS AND ENCUMBRANCES

Secured Party	Number of NPBC Shares

New Century Bank	(Two Hundred Sixty-Six Thousand,
	Eight Hundred Seventy-Eight Shares)
	266,878

Wachovia Bank, N.A.	(Two Hundred Thirty-Three Thousand,
	One Hundred Twenty-Two Shares)
	233,122

All shares are to be delivered free and clear of all liens and encumbrances.