American Stock Transfer and Trust Company Llc - PDF by ztc36857


More Info
									                                                       December 15, 2008

Dear Shareholder:

       As a former Willow Financial Bancorp shareholder, we extend our warmest welcome to you as
a new shareholder of Harleysville National Corporation.

       On December 5, 2008, Willow Financial Bancorp (“WFBC”) was merged with and into
Harleysville National Corporation (“HNC”) and you officially became a shareholder of HNC.

       Pursuant to the Agreement and Plan of Merger, dated May 20, 2008 by and between HNC and
WFBC, on the effective date of the merger, each share of WFBC Common Stock was automatically
converted into 0.73 shares of HNC Common Stock with cash in lieu of fractional shares. Therefore,
your present HNC share ownership is 0.73 times the number of WFBC shares that you held.

         To prevent any misunderstanding or confusion in the marketplace and among our shareholders,
the Board of Directors of HNC has decided to exchange all of the outstanding shares (whether
certificate or book entry) of WFBC and to issue Common Stock of Harleysville National Corporation
in book entry form, represented by Direct Registration Statement.

         The Board of Directors has appointed American Stock Transfer & Trust Company (“American
Stock Transfer”) to be the “Exchange Agent” for this merger. American Stock Transfer has been the
transfer agent for HNC since 1997. We are confident in their ability to handle your present exchange
of shares and serve your future needs as a shareholder of HNC.

       Please read and carefully follow the instructions for the enclosed Letter of Transmittal. You
are requested to deliver or mail your share certificates of WFBC Common Stock along with the
properly completed Letter of Transmittal as follows:

                                 By Mail or Overnight to:
                     American Stock Transfer and Trust Company LLC
                                    Operations Center
                            Attn: Reorganization Department
                                    6201 – 15th Avenue
                                   Brooklyn, NY 11219

                                       By Hand to:
                     American Stock Transfer and Trust Company LLC
                                    Operations Center
                            Attn: Reorganization Department
                                      P.O. Box 2042
                                New York, NY 10272-2042
Shareholder Letter
December 15, 2008
Page Two

       When properly delivered to the Exchange Agent, a Direct Registration Statement representing
the appropriate number of HNC shares will be issued. It is possible that conversion of your WFBC
shares will result in a fractional share of HNC. If so, you will receive a check for the fractional share
based on a value of $13.00 per whole HNC share. No fractional shares will be issued.

       If you do not hold WFBC Common Stock certificates, but have book entry shares only, you
must properly execute the Letter of Transmittal and return to the exchange agent in order to complete
the exchange process and receive any related entitlements.

        The exchange of your WFBC shares for HNC shares is not taxable to you, except for the cash
you receive in lieu of a fractional share. Taxable gain or loss will be recognized to the extent of the
difference between the amount of cash received and the adjusted tax basis of WFBC Common Stock.
You should consult your own tax advisor for any specific information you require.

        American Stock Transfer will send a form 1099-B for reporting the amount of cash received to
the Internal Revenue Service. However, no report will be made if the fractional share proceeds are
less than $20.00. Please be sure to provide taxpayer identification, as requested on the Letter of
Transmittal and the Substitute Form W-9.

        All Direct Registration Statements will be issued in the same manner as your WFBC common
stock is currently registered, unless a change of registration is noted on the Letter of Transmittal Form,
according to the instructions. If you wish to request certificated shares, please contact American Stock
Transfer for instructions.

       In the event of loss of a certificate, or if you need additional information concerning this
exchange, please contact: American Stock Transfer Shareholder Services, toll-free at 877-248-6417.
They will be happy to help you with any questions you may have.

        Under the Agreement and Plan of Merger, the Board of Directors of HNC reserves the right to
withhold dividends from any shareholder who fails to exchange shares when requested to do so.
Therefore, the Exchange Agent has been instructed to withhold, without interest, any and all dividends
or other distributions otherwise payable after the effective date of the merger to a shareholder of record
of WFBC common stock until such holder has surrendered all such certificates.

       Please give this matter your immediate attention.


                                                       Paul D. Geraghty
                                                       President and Chief Executive Officer

Enclosures:    1) Letter of Transmittal with Substitute W-9 and complete instructions
               2) Return Envelope

To top