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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2003
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES
EXCHANGE ACT OF 1934
Commission File No.: 333-103673
EAST PENN FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in it Charter)
Pennsylvania 65-1172823
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
731 Chestnut Street, Emmaus, Pennsylvania 18049
(Address of Principal Executive Offices)
Registrant's Telephone Number: 610-965-5959
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Indicated by check whether the Registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding
12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. YES |X| NO |_|
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES |_| NO |X|
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 6,604,352 shares of common
stock, par value $0.625 per share, outstanding as of August 12, 2003.
EAST PENN FINANCIAL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
EXPLANATORY NOTE 3
PART II - OTHER INFORMATION 3
Item 6. Exhibits and Reports on Form 8-K 3
SIGNATURES 5
EXHIBIT INDEX 6
Page 2 of 43
EXPLANATORY NOTE:
East Penn Financial Corporation (the "Registrant") is a Pennsylvania
business corporation that was incorporated for the sole purpose of becoming the
holding company of East Penn Bank upon the consummation of the reorganization
between East Penn Financial Corporation, East Penn Bank and East Penn Interim
Bank pursuant to a Plan of Reorganization and Plan of Merger. A copy of the Plan
of Reorganization and Plan of Merger was attached as Annex A to the Registrant's
Form S-4 (Registration Statement No. 333-103673) as effective with the
Securities and Exchange Commission on April 18, 2003. At the Annual Meeting of
Shareholders of East Penn Bank on May 22, 2003, the shareholders of East Penn
Bank approved and adopted the Plan of Reorganization and Plan of Merger by 79.4%
of the outstanding shares. The reorganization became effective on July 1, 2003.
Attached to this Form 10-Q, as Exhibit 99.1, is East Penn Bank's Form 10-Q for
the quarter ended June 30, 2003.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Plan of Reorganization, dated February 27, 2003, between East
Penn Bank, East Penn Financial Corporation and East Penn
Interim Bank is incorporated by reference to Annex A to the
Registrant's Registration Statement on Form S-4 (Registration
No. 333-103673) as filed with the Securities and Exchange
Commission on March 7, 2003.
2.2 Plan of Merger, dated February 27, 2003, between East Penn
Bank and East Penn Interim Bank is incorporated by reference
to Annex A to the Registrant's Registration Statement on Form
S-4 (Registration No. 333-103673) as filed with the Securities
and Exchange Commission on March 7, 2003.
3(i) Registrant's Articles of Incorporation are incorporated by
reference to Annex B to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-103673) as filed
with the Securities and Exchange Commission on March 7, 2003.
3(ii) Registrant's Bylaws are incorporated by reference to Annex C
to the Registrant's Registration Statement on Form S-4
(Registration No. 333-103673) as filed with the Securities and
Exchange Commission on March 7, 2003.
10.1 East Penn Bank's 1999 Stock Incentive Plan for the benefit of
officers and key employees is incorporated by reference to
Exhibit 10.3 to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-103673) as filed with the
Securities and Exchange Commission on March 7, 2003.
10.2 East Penn Bank's 1999 Independent Directors Stock Option Plan
for the benefit of non-employee directors is incorporated by
reference to Exhibit 10.2 to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-103673) as filed
with the Securities and Exchange Commission on March 7, 2003.
10.3 Executive Employment Agreement between East Penn Bank and
Brent L. Peters, dated April 12, 2001, is incorporated by
reference to Exhibit 10.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 333-103673) as filed
with the Securities and Exchange Commission on March 7, 2003.
10.4 Supplemental Executive Retirement Plan between East Penn Bank
and Brent L. Peters, dated May 31, 2001, is incorporated by
reference to Exhibit 10.4 to the
Page 3 of 43
Registrant's Registration Statement on Form S-4 (Registration
No. 333-103673) as filed with the Securities and Exchange
Commission on March 7, 2003.
11 Statement re: Computation of per share earnings of East Penn
Financial Corporation is not applicable; however, the
Statement re: Computation of per share earnings of East Penn
Bank is incorporated by reference to Note 3 of Exhibit 99.1 of
this Form 10-Q.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.1 East Penn Bank's Form 10-Q for the quarter ended June 30,
2003.
(b) Reports on Form 8-K
The Registrant filed a Current Report on Form 8-K on May 29, 2003,
disclosing the results of the East Penn Bank Annual Meeting of
Shareholders held on May 22, 2003.
Page 4 of 43
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
EAST PENN FINANCIAL CORPORATION
(Registrant)
By /s/ Brent L. Peters
-------------------------------------------
Brent L. Peters
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2003
By /s/ Theresa M. Wasko
-------------------------------------------
Theresa M. Wasko
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: August 14, 2003
Page 5 of 43
Exhibit Index
2.1 Plan of Reorganization, dated February 27, 2003, between East Penn Bank,
East Penn Financial Corporation and East Penn Interim Bank is incorporated
by reference to Annex A to the Registrant's Registration Statement on Form
S-4 (Registration No. 333-103673) as filed with the Securities and
Exchange Commission on March 7, 2003.
2.2 Plan of Merger, dated February 27, 2003, between East Penn Bank and East
Penn Interim Bank is incorporated by reference to Annex A to the
Registrant's Registration Statement on Form S-4 (Registration No.
333-103673) as filed with the Securities and Exchange Commission on March
7, 2003.
3(i) Registrant's Articles of Incorporation are incorporated by reference to
Annex B to the Registrant's Registration Statement on Form S-4
(Registration No. 333-103673) as filed with the Securities and Exchange
Commission on March 7, 2003.
3(ii) Registrant's Bylaws are incorporated by reference to Annex C to the
Registrant's Registration Statement on Form S-4 (Registration No.
333-103673) as filed with the Securities and Exchange Commission on March
7, 2003.
11.1 East Penn Bank's 1999 Stock Incentive Plan for the benefit of officers and
key employees is incorporated by reference to Exhibit 10.3 to the
Registrant's Registration Statement on Form S-4 (Registration No.
333-103673) as filed with the Securities and Exchange Commission on March
7, 2003.
11.2 East Penn Bank's 1999 Independent Directors Stock Option Plan for the
benefit of non-employee directors is incorporated by reference to Exhibit
10.2 to the Registrant's Registration Statement on Form S-4 (Registration
No. 333-103673) as filed with the Securities and Exchange Commission on
March 7, 2003.
11.3 Executive Employment Agreement between East Penn Bank and Brent L. Peters,
dated April 12, 2001, is incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement on Form S-4 (Registration No.
333-103673) as filed with the Securities and Exchange Commission on March
7, 2003.
11.4 Supplemental Executive Retirement Plan between East Penn Bank and Brent L.
Peters, dated May 31, 2001, is incorporated by reference to Exhibit 10.4
to the Registrant's Registration Statement on Form S-4 (Registration No.
333-103673) as filed with the Securities and Exchange Commission on March
7, 2003.
12 Statement re: Computation of per share earnings of East Penn Financial
Corporation is not applicable; however, the Statement re: Computation of
per share earnings of East Penn Bank is incorporated by reference to Note
3 of Exhibit 99.1 of this Form 10-Q.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.1 East Penn Bank's Form 10-Q for the quarter ended June 30, 2003.
Page 6 of 43