-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TgDIH33IKqVPFi2BylPAkhkQHPGe0QK/cHDLTJa52ow0j83E6CV1YO+ZGdbbBCU9 hzvasb7bl42cjQHxUFOftg== 0000950159-03-000063.txt : 20030131 0000950159-03-000063.hdr.sgml : 20030131 20030131172624 ACCESSION NUMBER: 0000950159-03-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030131 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DNB FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000713671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232222567 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16667 FILM NUMBER: 03535284 BUSINESS ADDRESS: STREET 1: 4 BRANDYWINE AVE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 BUSINESS PHONE: 6102691040 MAIL ADDRESS: STREET 1: 4 BRANDYWINE AVENUE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 8-K 1 form_8kpressrelease123102.txt 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 - January 31, 2003 DNB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-1667 23-2222567 - ------------------------------------ ------------------ ----------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 4 Brandywine Avenue, P. O. Box 1004, Downingtown, Pennsylvania 19335-0904 - -------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number including area code: (610) 269-1040 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant Not Applicable. Item 2. Acquisition or Disposition of Assets Not Applicable. Item 3. Bankruptcy or Receivership Not Applicable. Item 4. Changes in Registrant's Certifying Accountant Not Applicable. Item 5. Other Events Not Applicable. Item 6. Resignations of Registrant's Directors Not Applicable. Item 7. Financial Statements and Exhibits Exhibit No. Exhibit 99 Press Release dated January 31, 2003 of DNB Financial Corporation (filed pursuant to Item 9 hereof). 99.1 Additional Correspondence - Certifications of financial statements by Chief Executive Officer and Chief Financial Officer Item 8. Change in Fiscal Year Not Applicable Item 9. Regulation FD Disclosure. ------------------------ On January 31, 2003, DNB Financial Corporation issued a press release to report earnings for the year ended December 31, 2002. This press release is filed herein, as part of this Item 9, as Exhibit 99. The Chief Executive Officer and Chief Financial Officer of DNB Financial Corporation (the "Company") each submitted to the Securities and Exchange Commission on January 31, 2003 the certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the filing of the Company's Current Report on Form 8-K dated January 31, 2003. Copies of the foregoing certifications are attached hereto as exhibit 99.1. 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. DNB FINANCIAL CORPORATION (Registrant) /s/ Henry F. Thorne --------------------------- Henry F. Thorne, President and Chief Executive Officer Dated: January 31, 2003 EX-99 3 pressrelease4thq.txt EXHIBIT 99 DNB Financial Corporation NEWS RELEASE For further information, please contact: Bruce E. Moroney Sr. Vice President & Chief Financial Officer 610-873-5253 FOR IMMEDIATE RELEASE DNB Financial Corporation Reports Earnings for 2002 (January 31, 2003 -- Downingtown, PA) DNB Financial Corporation, parent of the Downingtown National Bank, today reported a profit of $651,882 or $0.35 per share, for the fourth quarter of 2002. This compares to a profit of $897,058, or $0.47 per share, for the fourth quarter of 2001. For the twelve months ended December 31, 2002, earnings were $2,728,042, or $1.46 per share, compared to a profit of $2,721,958, or $1.44 per share for 2001. All per share amounts are presented on a diluted basis and have been restated to reflect the 5% stock dividend paid on December 27, 2002. Return on average equity and assets for 2002 were 10.66% and 0.72%, respectively, compared to 10.97% and 0.74%, respectively, in 2001. Commenting on earnings, Henry F. Thorne, President and Chief Executive Officer of Downingtown National Bank stated: "While 2002 has been a challenging year for the economy and many businesses, I am pleased that we were able to report a modest increase year over year. Our net interest income grew 7%, despite the fact that our residential and consumer loans declined $18.8 million as homeowners refinanced at high levels due to historically low interest rates. During the last few years we've made significant investments in technology, our branch system and our Wealth Management Group. With these changes now behind us, I see great opportunities to grow the Bank's earnings as we attract new customers and deepen our relationship with existing customers." The Corporation's total assets were $384.6 million at December 31, 2002, down 1% from $389.4 million the prior year. Total deposits and borrowings at December 31, 2002 were $356.5 million, down 2% from $362.1 million on December 31, 2001, while total loans were $187.6 million, up 1% from a year ago. At December 31, 2002, stockholders' equity totaled $26.4 million. Certain statements in this report, including any which are not statements of historical fact, may constitute "forward looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Without limiting the foregoing, the words "expect", "anticipate", "plan", "believe", "seek", "estimate", "predict", "internal" and similar words are intended to identify expressions that may be forward-looking statements. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those contemplated by such statements. Many of these factors are beyond DNB's ability to control or predict. Readers of this report are accordingly cautioned not to place undue reliance on forward-looking statements. DNB disclaims any intent or obligation to update publicly any of the forward-looking statements herein, whether in response to new information, future events or otherwise. DNB Financial Corporation is a bank holding company whose bank subsidiary, Downingtown National Bank, is a commercial bank and a member of the FDIC. The Bank, headquartered in Downingtown, Chester County, Pennsylvania, has nine (9) full service offices. Through DNB Advisors, Downingtown National Bank provides wealth management and trust services to individuals and businesses throughout Chester County. The Bank and its subsidiary, DNB Financial Services, Inc., make available certain nondepository products and services, such as securities brokerage, mutual funds, life insurance and annuities. Customers may also visit us on our website at http://www.dnb4you.com. Inquiries regarding the purchase of DNB Financial Corporation stock may be made through the market makers listed on our website at http://www.dnb4you.com. Downingtown National Bank, the oldest bank in Chester County, operates nine branches centrally located throughout the county and offers more than 130 personal and business banking products and banking options, including banking by phone, Internet banking, and early morning drive-in teller lanes. For more information, see www.dnb4you.com on the Internet or call 610-269-1040. 4 Brandywine Avenue o Downingtown, PA 19335-0904 o (610) 269-1040 EX-99 4 exhibit99-1.txt EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO In connection with the Current Report on Form 8-K dated January 31, 2003 of DNB Financial Corp. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Henry F. Thorne, President and Chief Executive Officer, and Bruce E. Moroney, Chief Financial Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Henry F. Thorne /s/Bruce E. Moroney - ----------------------------------- -------------------------- Henry F. Thorne Bruce E. Moroney President and Chief Executive Officer Chief Financial Officer January 31, 2003 -----END PRIVACY-ENHANCED MESSAGE-----