- Filing of certain prospectuses and communications in connection with business combination transactions (425)
2009年11月25日 - 6:48AM
Edgar (US Regulatory)
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): November 24, 2009
Bryn Mawr Bank Corporation
(Exact Name of
Registrant as specified in its charter)
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Pennsylvania
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0-15261
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23-2434506
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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801 Lancaster Avenue, Bryn Mawr, PA 19010
Registrants telephone number, including area code: 610-525-1700
None
(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 obligations of the registrant under
any of the following provisions (see General Instructions A.2. below):
x
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
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Item 7.01.
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Regulation FD Disclosure.
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On November 3, 2009, Bryn Mawr Bank Corporation (the
Corporation
) announced that it had entered into an Agreement and Plan of Merger with First Keystone Financial, Inc (
FKF
). In connection with the
announcement, the Corporation furnished an 8-K as of November 4, 2009, which attached, among other things, a slide presentation setting forth information that was discussed on the Corporations November 4, 2009 conference call and
posted to the Corporations website,
www.bmtc.com
. The Corporation now intends to update the slide presentation to include its third quarter 2009 earnings information, and is therefore furnishing an updated slide presentation attached
hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Current Report on Form 8-K, including
the exhibit attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, such information,
including the exhibit attached hereto, shall not be deemed incorporated by reference into any of the Corporations reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly
set forth by specific reference in such report or filing. The information in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed an admission as to the materiality of any information in this report on Form 8-K
that is required to be disclosed solely to satisfy the requirements of Regulation FD. The information on the Corporations website is not a part of this Current Report on Form 8-K.
The Corporation will file with the SEC a Registration Statement on Form S-4 concerning the proposed merger of FKF into the Corporation (the
Merger
). The Registration Statement will include a prospectus for the offer and sale of the Corporations Common Shares to FKF shareholders as well as a proxy statement of FKF for the solicitation of proxies from its
shareholders for use at the meeting at which the Merger will be voted upon. The combined prospectus and proxy statement and other documents filed by the Corporation with the SEC will contain important information about the Corporation, FKF, and the
Merger. We urge investors and FKF shareholders to read carefully the combined prospectus and proxy statement and other documents filed with the SEC, including any amendments or supplements also filed with the SEC. FKF shareholders in particular
should read the combined prospectus and proxy statement carefully before making a decision concerning the Merger. Investors and shareholders will be able to obtain a free copy of the combined prospectus and proxy statement along with other
filings containing information about the Corporation at the SECs website at http://www.sec.gov. Copies of the combined prospectus and proxy statement, and the filings with the SEC incorporated by reference in the combined prospectus and
proxy statement, can also be obtained free of charge by directing a request to Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, PA 19010, attention Robert Ricciardi, Secretary, telephone (610) 526-2059.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a
prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.
The
information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated in this Item 8.01 by reference.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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99.1
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Updated Slide Presentation
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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 hereunto duly authorized.
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BRYN MAWR BANK CORPORATION
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By:
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S
/ F
REDERICK
C.
P
ETERS
II
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Frederick C. Peters II, Chairman
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and Chief Executive Officer
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Date: November 24, 2009
EXHIBIT INDEX
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99.1
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Updated Slide Presentation
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First Keystone Financial (MM) (NASDAQ:FKFS)
過去 株価チャート
から 5 2024 まで 6 2024
First Keystone Financial (MM) (NASDAQ:FKFS)
過去 株価チャート
から 6 2023 まで 6 2024