-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MufY89pCZe6UhtE0vfWv2cjjR4IQ9wFG5qLEfwvdE+scK44un2sXK93wlmLxGQCy CZKOyOgr2v+12Dt/Bs1KuQ== 0000950008-98-000275.txt : 19980608 0000950008-98-000275.hdr.sgml : 19980608 ACCESSION NUMBER: 0000950008-98-000275 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980605 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SJNB FINANCIAL CORP CENTRAL INDEX KEY: 0000721161 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770058227 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 000-11771 FILM NUMBER: 98643240 BUSINESS ADDRESS: STREET 1: ONE N MARKET ST CITY: SAN JOSE STATE: CA ZIP: 95113 BUSINESS PHONE: 4089477562 MAIL ADDRESS: STREET 1: ONE NORTH MARKET STREET CITY: SAN JOSE STATE: CA ZIP: 95113 DEFA14A 1 LETTER TO SHAREHOLDERS DATED JUNE 5, 1998. SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant X Filed by a Party other than the Registrant Check Appropriate Box: ___ Preliminary Proxy Statement ___ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ___ Definitive Proxy Statement _X__ Definitive Additional Materials ___ Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12 SJNB Financial Corp. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which the transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ___Fee paid previously with preliminary materials ___Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: SJNB Financial Corp. James R. Kenny President Chief Executive Officer June 5, 1998 To Our Shareholders; At the 1998 Annual Meeting of Shareholders (the "Meeting"), initially convened on May 27, 1998, the Meeting was adjourned until June 24, 1998 at 8:30 a.m. to the Corporation's headquarters at One North Market Street, San Jose, California pursuant to Section 601(d) of the California Corporation Law. At the adjourned meeting, the only business will be to consider and vote on Proposal No. 3--to approve an amendment of the Articles of Incorporation concerning elimination of cumulative voting and Proposal No. 4--to approve an amendment of the Articles of Incorporation restricting shareholder action by written consent. Both of these Proposals are discussed in the Company's proxy statement dated April 17, 1998. Proposals Nos. 1, 2 and 5 were approved at the Meeting prior to adjournment. Proposals 3 and 4 require the affirmative vote of a majority of the Corporation's outstanding shares. At the initial Meeting, over 65% of the Corporation's shares were represented in person or by proxy; however, more than 449,000 shares (18% of the Corporation's shares) which are held in street name were not represented at the Meeting and did not vote for these items. Approximately 300,000 additional shares (12%) must still be voted "For" Proposals 3 and 4 in order for them to be adopted. The Corporation's Management adjourned the Meeting to allow all shareholders (and particularly the shares held in street name) an opportunity to vote at a reconvened Meeting on June 24, 1998. Your vote is important. Please sign and date the enclosed form of proxy and return it in the postage prepaid envelope as soon as possible. THE BOARD OF DIRECTORS URGES ALL SHAREHOLDERS TO VOTE "FOR" PROPOSALS 3 AND 4. If you have already mailed in your form of proxy you need not mail in a new one, unless you desire to change your earlier vote. Thank you. Sincerely, /s/ James R. Kenny James R. Kenny One North Market Street San Jose, California 95113 Phone: (408) 947-7562 Fax: (408) 947-0362 -----END PRIVACY-ENHANCED MESSAGE-----