- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 06 2009 - 7:29AM
Edgar (US Regulatory)
Filed by First Niagara Financial Group, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Harleysville National Corporation
Commission File No. 0-15237
FIRST NIAGARA
Corporate Profile
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We didnt invent money.
We just help you do more with it.
Thriving in todays economic environment takes vision, flexibility and a financial partner who
will be with you for the long haul. Thats what you get with First Niagara. Were your Belief
Backers the people who truly get to know you so that we can put our powerful range of
resources to work for you every day.
First Niagara embraces a customer-first service philosophy, working with customers one at a time,
listening to their needs and providing them with the right solutions to help them succeed.
Whether youre a family of four, a 40-person business, or an organization with 4,000 employees, we
can help you achieve your financial goals. Weve been a financial services provider for nearly 140
years. Today, we offer a wide array of personal, commercial and municipal financial products and
services, solutions that empower you to get more out of your money.
Personal Financial Products and Services
First Niagara can provide you with the products and services to help you meet all your banking
needs, whether its borrowing and saving money, or just making it easier to manage your money.
We also have the tools and professional advice to help you achieve your long-term goals, from
education funding and retirement planning, to insurance and wealth transfer.
Commercial Products and Services
First Niagara is well-positioned to meet your financial services needs with a full range of
commercial products and services, including business banking, cash management and merchant
services, commercial real estate, risk management, insurance and benefits consulting.
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First Niagaras People
We think our product portfolio stacks up nicely compared to the competition. But what really makes
us different are the people whove chosen to work here. If youre looking for a financial partner,
First Niagara is a good place to do business. If youre looking to build your career, its a great
place to do that, too. Our core values the values that drive everything we do are:
Passion
Were passionate about our work and about helping you achieve your financial goals. Its
simple: Your success is our success.
Creativity
The right solution isnt always the most obvious one. We work hard to understand your
challenges and find solutions that arent necessarily off-the-shelf.
Expertise
Our employees know their stuff. Every day they leverage their in-depth knowledge of
products and services to find the optimal solution for our customers.
Community Commitment
Strong communities are places where all people have opportunities to learn, grow and achieve
their dreams. First Niagaras philanthropic mission is to support and empower not-for-profit
organizations with financial backing, employee volunteers and board representation.
We believe its our responsibility to give our resources, expertise and helping hands to the
communities that have made us one of Upstate New Yorks leading financial services companies.
In 2008, we contributed $3.4 million to 335 charitable and community organizations in the
markets we serve.
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Solid performance: the foundation for growth
First Niagara Financial Group, Inc. (NASDAQ: FNFG), the holding company for First
Niagara Bank, is a leading provider of financial services to consumers and businesses
across 21 counties in Upstate New York. We provide a full range of deposit, loan and
insurance products. At year-end 2008, First Niagara had over 418,000 customers, $9.3
billion in assets, $5.9 billion in deposits, 113 branches and over 2,000 employees.
First Niagara acquired 57 National City Bank branches in Western Pennsylvania in
September 2009, bringing us an additional $3.9 billion in deposits, while retaining
the jobs of all 500 employees in the affected branches. The acquisition has generated
200 additional jobs in Western Pennsylvania and Upstate New York to support our
continued growth.
In January of 2010, we expect to acquire the Philadelphia-area financial services
company, Harleysville National Corporation. This deal would give us an additional
$4.1 billion in deposits, and extend our footprint to include 83 bank branches
across nine Eastern Pennsylvania counties.
Founded in 1870 as Farmers and Mechanics Savings Bank and operating as Lockport Savings
Bank until 2001, First Niagara made its first bank acquisition in 2000. We began
diversifying our financial services offerings in 1998 with the acquisition of the
first of seven insurance agencies. Weve also acquired a variety of other related
companies over the years, including asset management, benefits consulting and
specialty finance firms.
The power to get more out of your money. The power of First Niagara.
First Niagara 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 National Corporation, at the SECs Internet site
(http://www.sec.gov). Copies of the proxy statement/prospectus to be filed by First Niagara 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, Attention: Liz Chemnitz, 483 Main Street, P.O.
Box 195, Harleysville, PA 19438, (888) 462-2100.
Harleysville National Corporation, 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 National Corporation in connection with the acquisition. Information about the
directors and executive officers of Harleysville National Corporation and their ownership of
Harleysville National Corporations common stock is set forth in Harleysville National
Corporations most recent proxy statement as filed with the SEC, which is available at the
SECs Internet site (http://www.sec.gov) and at Harleysville National Corporations address in
the preceding paragraph. Information about the directors and executive officers of First
Niagara is set forth in First Niagaras most recent proxy statement filed with the SEC and
available at the SECs 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 proxy statement/prospectus regarding the proposed transaction when
it
becomes available.
Proposed transaction is subject to regulatory approval.
First Niagara Bank is a Member of the FDIC and an Equal Opportunity Lender.
Insurance products offered through subsidiaries of First Niagara Bank and
non-affiliated third parties are not deposits, not insured by the FDIC, not insured
by any Federal government agency, not guaranteed by First Niagara Bank and may go
down in value.
MMKT-1007 (Rev 09/09)
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