-----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, MnPF8lsfeoonQg4iG11rjH/yNs/Gz+adpXISzpHOO+EBXmlYJFtVhMYc0y1MROqk 9BwE/6WTFk46u0OPNGhmFQ== 0000787849-07-000008.txt : 20070202 0000787849-07-000008.hdr.sgml : 20070202 20070202170155 ACCESSION NUMBER: 0000787849-07-000008 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070202 DATE AS OF CHANGE: 20070202 EFFECTIVENESS DATE: 20070202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YARDVILLE NATIONAL BANCORP CENTRAL INDEX KEY: 0000787849 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222670267 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26086 FILM NUMBER: 07577253 BUSINESS ADDRESS: STREET 1: 2465 KUSER RD CITY: HAMILTON STATE: NJ ZIP: 08690 BUSINESS PHONE: 6096316218 MAIL ADDRESS: STREET 1: 2465 KUSER RD CITY: HAMILTON STATE: NJ ZIP: 08690 DEFA14A 1 form8k.htm FORM 8-K

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):

February 2, 2007

 

YARDVILLE NATIONAL BANCORP

(Exact Name of Issuer as Specified in Charter)

 

NEW JERSEY

(State or Other Jurisdiction of Incorporation or Organization)

000-26086

(Commission File Number)

22-2670267

(I.R.S. Employer Identification Number)

 

2465 KUSER ROAD, HAMILTON, NEW JERSEY 08690

(Address of Principal Executive Offices)

 

(609) 585-5100

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ]

Written communications pursuant to Rule 425 under the Securities Act

x

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 


Item 8.01.

Other Events.

On February 2, 2007, the Board of Directors of Yardville National Bancorp, referred to as the “Company,” commenced the mailing of a letter to its shareholders regarding the Company’s 2007 annual meeting of shareholders. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

August 16, 2007 has been fixed as the date of the Company’s 2007 annual meeting of shareholders. The deadline for submitting shareholder proposals for inclusion in the Company’s proxy statement and form of proxy for the 2007 annual meeting is July 2, 2007. Any shareholder proposal submitted after such date will be considered untimely.

Item 9.01.

Financial Statements and Exhibits.

The following exhibits are filed with this Form 8-K:

Exhibit No.

Description

99.1

February 2, 2007 letter to shareholders.

 

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.

 

 

YARDVILLE NATIONAL BANCORP

Date: February 2, 2007

By:        Stephen F. Carman                
               Stephen F. Carman
               Vice President and Treasurer

 


INDEX OF EXHIBITS

 

Exhibit No.

Description

99.1

February 2, 2007 letter to shareholders.

 

 

 

 

EX-99.1 2 shareholderletter.htm FEBRUARY 2, 2007 LETTER TO SHAREHOLDER

 

Exhibit 99.1

YARDVILLE NATIONAL BANCORP

2465 Kuser Road

Hamilton, New Jersey 08690

 

February 2, 2007

 

My Fellow Shareholders:

As you know, a group of insurgent shareholders conducted a proxy contest and instituted litigation against YNB in connection with our annual meeting last year. While our shareholders supported YNB’s Board and re-elected its director nominees, members of the same insurgent group have nominated director candidates again this year and we believe the group will file preliminary proxy materials with the Securities and Exchange Commission to launch another hostile and costly proxy contest.

In the coming months, we will be sending you a detailed proxy statement and WHITE proxy card for our 2007 Annual Meeting. The insurgent shareholder group is likely to again request your support and solicit your proxy to vote for their nominees at the meeting.

YOUR BOARD OF DIRECTORS WILL VIGOROUSLY

OPPOSE THE INSURGENTS’ PROXY SOLICITATION AND

STRONGLY URGE YOU NOT TO SIGN OR RETURN ANY

PROXY CARD SENT TO YOU BY THESE INSURGENTS.

Your Board has fixed August 16, 2007 as the date for the 2007 Annual Meeting of Shareholders.

Your Board of Directors recommends that you carefully review the company’s proxy materials, which will be mailed to you as the date fixed for the Annual Meeting approaches, and that you demonstrate your support for your Board nominees by signing, dating and mailing the WHITE proxy card. YOUR VOTE IS IMPORTANT. I urge you to SIGN, DATE and return the WHITE proxy card as soon as you receive it. DO NOT sign, date or return any proxy card sent by the insurgent shareholders.

If you have any questions or need any assistance voting your shares, please do not hesitate to contact Georgeson Shareholder Communications Inc., our proxy solicitors, toll free at 1-800-509-1393. Thank you for your continued support.

Sincerely,

 

Jay G. Destribats

Chairman of the Board of Directors

 


SUPPLEMENTAL INFORMATION

Under applicable regulations of the Securities and Exchange Commission, Yardville National Bancorp and its directors, executive officers and director nominees may be deemed to be participants in the solicitation of proxies from the company’s shareholders in favor of the proposals to be presented by the company at the annual meeting. These directors, executive officers and nominees include the following:

Name

Beneficial Ownership

 

of Yardville National

 

Bancorp Stock (1)

James E. Bartolomei, Director

10,131

 

Elbert G. Basolis, Jr., Director

64,002

 

Stephen F. Carman, VP and Treasurer

84,388

 

Jay G. Destribats (2), Director & Chairman of the Board

194,162

 

Anthony M. Giampetro, MD, Director

54,933

 

Howard N. Hall, Assistant Treasurer

20,587

 

Timothy J. Losch, Exec. VP, Yardville National Bank

76,591

 

Gilbert W. Lugossy, Director

25,579

 

Samuel D. Marrazzo, Director

37,491

 

Louis R. Matlack, PhD, Director

69,315

 

George D. Muller, Director

11,480

 

Daniel J. O’Donnell, Secretary

6,914

 

Patrick L. Ryan, First Sr. VP, Yardville National Bank

8,600

 

Patrick M. Ryan (2), Director & CEO

415,600

 

Martin Tuchman, Director

588,591

 

F. Kevin Tylus (2), Director, President & COO

228,983

 

Robert L. Workman, Director

10,472

 

TOTAL:

1,811,555

 

_________________

(1)

Includes shares of the company’s common stock directly or indirectly held by such individuals as of February 1, 2007, as well as any shares of common stock underlying options granted to such individuals which are exercisable as of February 1, 2007 or 60 days after such date.

(2)

Includes 48,132 shares held in the Yardville National Bank Employee Stock Ownership Plan Trust, over which Mr. Destribats, Mr. Ryan, and Mr. Tylus, as Trustees, share voting rights.

 

In connection with the 2007 Annual Meeting, the company plans to file a proxy statement with the Securities and Exchange Commission. YNB SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other material (when available) and any other documents that may be filed by the company with the Securities and Exchange Commission in connection with the annual meeting at the Securities and Exchange Commission’s web site at www.sec.gov. Shareholders may also obtain free copies of the proxy statement and other documents filed by the company in connection with the annual meeting by directing a request to: Yardville National Bancorp at 2465 Kuser Road, Hamilton, NJ 08690, Attention: Daniel J. O’Donnell, Esq., Chief Legal Officer.

 


SOLICITATION; EXPENSES

In addition to the use of the mails, proxies may be solicited by personal interview, telephone and telegram by directors, officers and other employees of the company who will not be specially compensated for these services. The company has engaged Georgeson Shareholder Communications Inc. to serve as a proxy solicitor for the company. The entire expense of preparing, assembling, printing and mailing this proxy solicitation and related materials and the cost of soliciting proxies will be borne by the company. Although no precise estimate can be made at the present time, the company currently estimates that the total expenditures relating to the proxy solicitation incurred by the company will be approximately $125,000, of which $30,000 has been incurred to date.

The company will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held of record by such brokers, nominees, custodians and other fiduciaries. The company will reimburse such persons for their reasonable expenses in connection therewith.

 

 

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