Attached files
| file | filename |
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| EX-2.1 - UNION NATIONAL FINANCIAL CORP / PA | v181988_ex2-1.htm |
| EX-99.1 - UNION NATIONAL FINANCIAL CORP / PA | v181988_ex99-1.htm |
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): April 19,
2010
UNION NATIONAL FINANCIAL
CORPORATION
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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23-2415179
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0-19214
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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570 Lausch Lane,
Lancaster, Pennsylvania
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17601
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(Address
of principal executive offices)
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(Zip
Code)
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(717)
653-1441
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
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o
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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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o
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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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o
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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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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On April 19, 2010, Union National
Financial Corporation (“UNNF”), the parent company of Union National Community
Bank (“UNCB”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Donegal Financial Services Corporation (“DFSC”), the parent
company of Province Bank FSB (“Province”), and certain affiliated entities of
DFSC, pursuant to which UNNF will merge with and into DFSC. DFSC is
wholly owned by Donegal Mutual Insurance Company (“DMIC”) and Donegal Group Inc.
(“DGI”).
As part
of the transaction, UNCB will merge with and into Province (the “Bank
Merger”). The merged bank will operate as a federally-chartered
savings association under a new bank name to be mutually determined by UNCB and
Province and will continue to operate the UNCB offices.
Under the
terms of the Merger Agreement, each share of UNNF common stock (OTC Bulletin
Board: “UNNF.OB”), other than shares held by DMIC and any dissenting shares,
will convert into the right to receive $5.05 in cash and 0.2134 of a share of
DGI Class A common stock (NASDAQ Global Select: “DGICA”).
Following
the consummation of the transactions, the executive officers of the merged
entities will include: Donald H. Nikolaus, currently the President of DFSC and
the Chairman of Province, will continue as President of DFSC and Chairman of the
merged bank; Mark D. Gainer, currently Chairman, President and Chief Executive
Officer of UNNF and UNCB, will become a Senior Vice President of DFSC and
President and Chief Executive Officer of the merged bank; Gregory J. Diehl,
currently President of Province, will become Executive Vice President and Chief
Operating Officer of the merged bank; and Michael D. Peduzzi, Treasurer and
Chief Financial Officer of UNNF and Executive Vice President and Chief Financial
Officer of UNCB, will become a Vice President of DFSC and Executive Vice
President and Chief Financial Officer of the merged bank. The
directors of DFSC immediately after the merger will be the directors of DFSC
immediately prior to the merger plus Mark D. Gainer and two other current
members of UNNF’s board of directors. In addition, the directors of
the merged bank immediately after the Bank Merger will consist of six current
directors of Province and five current directors of UNCB.
The
transaction is subject to customary closing conditions, including the receipt of
regulatory approvals and approval of the merger by the holders of at least 80%
of the outstanding common shares of UNNF. If the merger is not
consummated under certain circumstances, UNNF has agreed to pay DFSC a
termination fee of $800,000. Currently, the merger is expected to be
completed in the third quarter of 2010.
The
Merger Agreement contains usual and customary representations and warranties
that the parties to the Merger Agreement made to each other as of specific
dates. The assertions embodied in those representations and
warranties were made solely for purposes of the Merger Agreement between the
parties, and may be subject to important qualifications and limitations agreed
to by the parties in connection with negotiating the terms of the Merger
Agreement. Moreover, the representations and warranties are subject
to a contractual standard of materiality that may be different from what may be
viewed as material to shareholders, and the representations and warranties may
have been used for the purpose of allocating risk between the parties rather
than establishing matters as facts.
The foregoing summary of the Merger
Agreement is not complete and is qualified in its entirety by reference to the
complete text of the definitive agreement, which is filed as Exhibit 2.1 to this
Form 8-K and which is incorporated herein by reference in its
entirety. In addition, a copy of the press release announcing the
execution of the definitive agreement is filed as Exhibit 99.1 to this Form 8-K
and is incorporated herein by reference in its entirety.
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Item
9.01
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Financial Statements
and Exhibits.
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(d)
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Exhibits
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Number
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Description
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2.1
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Agreement
and Plan of Merger by and among Donegal Acquisition Inc., Donegal
Financial Services Corporation, Donegal Mutual Insurance Company, Donegal
Group Inc. and Union National Financial Corporation dated as of April 19,
2010*
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99.1
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Press
Release dated April 20, 2010
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*
The registrant has omitted schedules and similar attachments to the
subject agreement pursuant to Item 601(b)(2) of Regulation S-K. The
registrant will furnish a copy of any omitted schedule or similar
attachment to the United States Securities and Exchange Commission upon
request.
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SIGNATURES
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 thereunto
duly authorized.
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UNION
NATIONAL FINANCIAL CORPORATION
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Date: April
23, 2010
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By:
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/s/ Mark D. Gainer
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Mark
D. Gainer
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Chairman,
President and Chief Executive
Officer
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