Attached files
| file | filename |
|---|---|
| EX-2.1 - UNION NATIONAL FINANCIAL CORP / PA | v195827_ex2-1.htm |
| EX-99.1 - UNION NATIONAL FINANCIAL CORP / PA | v195827_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): September 1,
2010
UNION NATIONAL FINANCIAL
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Pennsylvania
|
0-19214
|
23-2415179
|
|
(State
or other jurisdiction of
|
(Commission
|
(IRS
Employer
|
|
incorporation
or organization)
|
File
Number)
|
Identification
No.)
|
|
570 Lausch Lane, Suite
300, Lancaster, Pennsylvania
|
17601
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material
Definitive Agreement
On September 1, 2010, Union National
Financial Corporation (“UNNF”), Donegal Financial Services Corporation (“DFSC”)
and certain affiliated entities of DFSC entered into an amendment (the
“Amendment”) to the previously reported Agreement and Plan of Merger dated as of
April 19, 2010, as amended and restated as of May 20, 2010 (the “Merger
Agreement”). The Amendment provides for an increase in the cash
portion of the merger consideration from $5.05 per share of UNNF common stock to
an amount that will not be less than $5.05 per share of UNNF common stock nor
more than $5.90 per share of UNNF common stock depending on the average closing
price of Donegal Group Inc. Class A common stock for the five trading days
preceding the effective date of the merger. UNNF and DFSC did not
amend the merger agreement in any other respect.
The foregoing summary of the Amendment
is qualified in its entirety by reference to the complete text of the Amendment,
which is filed hereto as Exhibit 2.1 and which is incorporated herein by
reference. For further information see the joint press release dated
September 1, 2010 included as Exhibit 99.1 to this Form 8-K Report.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits
Number Description
|
|
2.1
|
Amendment
dated as of September 1, 2010 to the Agreement and Plan of Merger dated as
of April 19, 2010, as amended and restated as of May 20, 2010, among
Donegal Acquisition Inc., Donegal Financial Services Corporation, Donegal
Mutual Insurance Company, Donegal Group Inc. and Union National Financial
Corporation
|
| 99.1 | Press Release dated September 1, 2010 |
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.
| UNION NATIONAL FINANCIAL CORPORATION | |||
|
Date:
September 1, 2010
|
By:
|
/s/ Mark D. Gainer | |
| Mark D. Gainer | |||
| Chairman,
Chief Executive Officer, and
President
|
|||