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HNBC > SEC Filings for HNBC > Form 8-K on 27-Jul-2009All Recent SEC Filings

Show all filings for HARLEYSVILLE NATIONAL CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HARLEYSVILLE NATIONAL CORP


27-Jul-2009

Regulation FD Disclosure, Other Events, Financial Statements and Exhib


Item 7.01. Regulation FD Disclosure

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.



Item 8.01. Other Events.

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 SEC's 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 Harleysville's most recent proxy statement as filed with the SEC, which is available at the SEC's Internet site (http://www.sec.gov) and at Harleysville's address in the preceding paragraph. Information about the directors and executive officers of First Niagara is set forth in First Niagara's most recent proxy statement filed with the SEC and available at the SEC's 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. Financial Statements and Exhibits

(a) Financial Statements and Exhibits

None.

(b) Pro Forma Financial Information

None.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit
Number      Description
99.1        Press release dated July 27, 2009

99.2        Email message sent to all employees of Harleysville from Paul Geraghty
            dated July 27, 2009

99.3        Key messages sent to all employees of Harleysville dated July 27, 2009

99.4        Customer Q&A sent to all employees of Harleysville dated July 27, 2009

99.5        Key Shareholder Messages sent to all employees of Harleysville dated
            July 27, 2009


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