-----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, NOg4/sQNaG3cyV3NjPpIWYFMSwj7N6S/uQXY+vdSVD/zHUo7RTSAZWCKtLZ+tdX8 PMPPcC/qGaizv6WNRSxeNw== 0001133796-06-000062.txt : 20080626 0001133796-06-000062.hdr.sgml : 20080626 20060315125611 ACCESSION NUMBER: 0001133796-06-000062 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20080620 SUBJECT COMPANY: 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: PRRN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26086 FILM NUMBER: 06687439 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEIDMAN LAWRENCE B CENTRAL INDEX KEY: 0001026081 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: PRRN14A BUSINESS ADDRESS: BUSINESS PHONE: 2015601400 MAIL ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 PRRN14A 1 yn60449.txt SCHEDULE 14A (Rule 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934 (Amendment No.1) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: Preliminary Proxy Statement [X] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 YARDVILLE NATIONAL BANCORP - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) COMMITTEE TO PRESERVE SHAREHOLDER VALUE Seidman and Associates, L.L.C. Seidman Investment Partnership, L.P. Seidman Investment Partnership II, L.P. Broad Park Investors, L.L.C. Federal Holdings, L.L.C. Pollack Investment Partnership, L.P. Lawrence Seidman Dennis Pollack Patrick Robinson Harold Schechter - -------------------------------------------------------------------------------- (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 14 (a)-6(i) (4) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ 2) Aggregate number of securities to which 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: ------------------------------------------------------------------------ YARDVILLE NATIONAL BANCORP ---------- ANNUAL MEETING OF SHAREHOLDERS May 3, 2006 ---------- PROXY STATEMENT OF THE YARDVILLE NATIONAL BANCORP COMMITTEE TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE") [OPPOSES THE BOARD OF DIRECTORS OF YARDVILLE NATIONAL BANCORP] This Proxy Statement and WHITE proxy card are being furnished to holders of the common stock (the "Shareholders"),(the "Common Stock") of Yardville National Bancorp (the "Company") a New Jersey Corporation, in connection with the solicitation of proxies (the "Proxy Solicitation") by the Yardville National Bancorp Committee to Preserve Shareholder Value (the "Committee"). The Annual Meeting of Shareholders is to be held on May 3, 2006. Please refer to the Company's proxy statement for the time and location of this meeting (the "Annual Meeting"). Shareholders who own the Common Stock on March 17, 2006 will be entitled to vote ("Annual Meeting Record Date"). The Company's principal executive offices are located at 2465 Kuser Road, Hamilton, NJ 08690. At the Annual Meeting, the Company will be seeking (i) the election of three Directors for a term of three years or until a successor has been elected and qualified* and (ii) ratification of the appointment of KPMG, LLP independent auditors. The Committee members own approximately 903,039 shares, which represents 8.26% of the Company's outstanding Common Stock, as of March 7, 2006, based upon the Company's Preliminary Proxy Statement and are soliciting the votes of other Shareholders to elect three (3) Directors for a three year term at this year's Annual Meeting in opposition to the three (3) directors nominated for election by the Company. The Committee is soliciting your proxy in support of the election of Lawrence Seidman (Seidman), or if Mr. Seidman is not eligible , Harold Schechter (Schechter) will be the nominee, Dennis Pollack (Pollack), and Patrick Robinson (Robinson) (the "Committee Nominees") to the Company's Board of Directors. On January 25, 2006, the Company's Board of Directors amended its By-laws and added Article II, Section 10 to its By-laws, which provided for certain qualifications of directors. See Form 8-K dated January 25, 2006, and filed on January 31, 2006.** It is the Company's position that the By-laws prohibit Mr. Seidman from being a director because he had a Cease and Desist Order entered against him which is covered by the amended By-laws. It is Mr. Seidman's counsel's opinion that the By-law amendment is unenforceable and not applicable to Mr. Seidman because he nominated himself before the amended By-laws were approved and because his Cease and Desist Order is not covered by the amended By-laws. A lawsuit challenging the By-law has been instituted by way of an Order to Show Cause in the Superior Court of New Jersey (Chancery Division) Passaic County. Therefore, Mr. Seidman's ability to be a nominee will be decided by the Court. Therefore, four (4) nominees have been nominated and if Mr. Seidman is eligible to be a director, Schechter's nomination will be withdrawn. If not, Mr. Schechter will be the nominee. - ---------- * On or about December 21, 2005, the Company's Board of Directors reduced the size of the Board of Directors of the Company and its principal subsidiary, The Yardville National Bank ("the Bank"), from fifteen (15) to thirteen (13). The Company's By-laws and Certificate of Incorporation require that the directors of the Company be divided into three classes, as nearly equal in members as possible, therefore, if there is a change in the number of directors up for election in 2006, the Committee may nominate a fourth candidate. (See Form 8-K dated December 21, 2005, and filed on December 28, 2005. ** Article II Section 10(b) of the amended By-laws provides: Director Qualifications. A person is not qualified to serve as a director if he or she ....(b) is a person against whom a federal or state bank regulatory agency has issued a cease and desist order for conduct involving an unsafe or unsound practice in conducting the affairs of an insured depository institution, dishonesty, breach of trust, or money laundering, which order is final and not subject to appeal... 1 The Committee consists of the Committee Nominees, Seidman and Associates, L.L.C.("SAL"), a New Jersey Limited Liability Company; Seidman Investment Partnership, L.P.; ("SIP"), a New Jersey Limited Partnership; Seidman Investment Partnership II, L.P.("SIP II"), a New Jersey Limited Partnership; Broad Park Investors, L.L.C., a New Jersey Limited Liability Company ("Broad Park"), Federal Holdings, LLC ("Federal"), a New York Limited Liability Company; Pollack Investment Partnership, LP ("PIP"), a New Jersey Limited Partnership, Seidman, Pollack, Robinson, and Schechter. This Proxy Statement and WHITE proxy card are being first mailed or furnished to Shareholders on or about March ____, 2006. The Committee's goal is to preserve shareholder value and it is the opinion of the Committee that one of the best ways to accomplish this goal is through the representation of a significant shareholder on the Board of Directors. Mr. Seidman requested that the Board be expanded by one (1) and that Pollack be added to the Board. This would have avoided the need for a time consuming and expensive proxy contest. The Company refused this request. Through representation on the Board of Directors, the Committee's Nominees will attempt to persuade the Board of Directors to: (i) implement a share repurchase program; and (ii) retain an investment banker to determine the value of the Company in a sale versus remaining independent. Remember, your last dated proxy is the only one that counts, so return the WHITE card even if you delivered a prior proxy. We urge you not to return any proxy card sent to you by the Company. Your vote is important, no matter how many or how few shares you hold. If your shares are held in the name of a brokerage firm, bank, or nominee, only they can vote your shares, and only upon receipt of your specific instructions. Accordingly, please return the WHITE proxy card in the envelope provided by your Bank or Broker or contact the person responsible for your account and give instructions for such shares to be voted for the Committee Nominees. Every Shareholder should be aware that if his shares are held through a bank, brokerage firm, or other nominee, they will not be able to change their vote at the Annual Meeting, unless they obtain a legal proxy from the bank, brokerage firm, or other nominee. Since this is a contested election for directors, there should not be any broker non-votes. Broker non-votes occur when a bank or brokerage firm holding shares on behalf of a shareholder does not receive voting instructions from the shareholder by a specified date before the Annual Meeting and the bank or brokerage firm is not permitted to vote those undirected shares on specified matters under applicable stock exchange rules. Thus, if you do not give your broker specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. If your shares are registered in more than one name, the WHITE proxy card should be signed by all such persons to ensure that all shares are voted for the Committee's Nominees. Holders of record of shares of Common Stock on the Annual Meeting Record Date are urged to submit a proxy, even if such shares have been sold after that date. The number of shares of Common Stock outstanding as of the Annual Meeting Record Date is disclosed in the Company's proxy statement. Each share of Common Stock is entitled to one vote at the Annual Meeting. If you have any questions or need assistance in voting your shares, please call: D. F. King & Co. Attn: Richard Grubaugh 48 Wall Street New York, New York 10005 (Call Toll Free (888)644-6071) 2 THE COMMITTEE'S GOAL: OUR GOAL IS TO MAXIMIZE THE VALUE OF THE COMPANY'S STOCK FOR ALL SHAREHOLDERS The Committee believes its fellow Shareholders have the same goal: to maximize the value of the Company's stock they purchased. The Committee believes that the Company should immediately retain an investment banker to analyze the Company's value in a sale versus remaining independent to assist the Company's Board in reaching an informed decision on how to maximize shareholder value. An investment banking firm would be able to provide the Board with invaluable statistical and market data that the Company could not obtain on their own. This information should assist the Board in making an informed financial decision. In addition, the investment banker would also be asked to evaluate whether the Company can make in-market acquisitions that are accretive (acquisitions that will add to the earnings per share of the Company within one year) and hopefully suggest ways to improve the Company's efficiency ratio. The only way the Committee can be assured that its proposals receive appropriate consideration is through Board representation. The Committee has urged management to pursue acquisition/merger discussions with potentially interested banks so the Company could properly compare the economic benefits of an acquisition of other financial institutions to a sale of the Company. No guarantee, or assurance, can be given that the Committee's proposals would result in a maximization of shareholder value. It is simply, and solely, the Committee's opinion that these proposals are likely to produce positive results for all Shareholders. THE CONSULTING AGREEMENT AND MR. SEIDMAN'S CORRESPONDENCE WITH THE COMPANY On February 18, 2005, Mr. Seidman and the Company entered into a Consulting Agreement (Agreement) that terminated on January 31, 2006. Pursuant to the Agreement, Mr. Seidman was to provide consulting services and the Company was to consider Mr. Seidman for a future Board seat. (See Schedule 13D, Amendment No. 1 filed on February 18, 2005 and Form 8-K filed by the Company on February 18, 2005.) As required by the Company's nominating procedures for Board consideration, on May 4, 2005 and June 16, 2005, Mr. Seidman sent a letter to Patrick M. Ryan (Ryan), President and Chief Executive Officer of the Company, and Daniel J. O'Donnell, Secretary of the Company, respectively, requesting to be considered for the Board pursuant to the terms of the Agreement. (See Schedule 13D, Amendment No. 2 and No. 4 filed on May 4, 2005 and June 17, 2005 respectively.) On August 15, 2005, Mr. Seidman sent a letter to Mr. Ryan requesting a meeting with the entire Board for August 31, 2005. This was Mr. Seidman's second request. (See Schedule 13D, Amendment No. 5 filed on August 16, 2005.) On November 9, 2005, Mr. Seidman sent a letter to Mr. Ryan requesting that the Agreement be terminated because the entire Board had refused to meet with him and the Company had not provided Mr. Seidman with any information to enable him to properly perform his consulting services pursuant to the Agreement. In addition, Mr. Seidman expressed his surprise by the regulatory agreement entered into by the Company with the Office of the Comptroller of the Currency (OCC). (See Schedule 13D, Amendment No. 6 filed on November 10, 2005.) On November 30, 2005, Mr. Seidman wrote a letter to Mr. Ryan to correct statements made by Mr. Ryan in an article published on SNL Interactive and to again assert that in Mr. Seidman's opinion, the Company violated the Agreement. Mr. Seidman's opinion is based upon the Company's refusal to allow him to meet with the Board of Directors, or attend any meetings with investment bankers he recommended to the 3 Company. The Company also would not provide Mr. Seidman with requested information so he could respond to certain issues he had raised. Mr. Seidman also responded to Mr. Ryan's statement at a November investor conference that the Company was a growth company. Mr. Seidman pointed out that at this time in the credit cycle, being a growth company may not be the best course of action for the Company on a risk/reward benefit analysis basis. (See Schedule 13D, Amendment No. 7 filed on December 1, 2005.) THE COMPANY HAS INCURRED SEVERAL PROBLEMS Mr. Ryan has described several of the Bank's past operational difficulties as "bumps in the road." The following are situations which, in Mr. Seidman's opinion, were not beneficial to the Company. The only incident listed below specifically referred to by Mr. Ryan as a "bump in the road" was the raising of the $700 million described herein." Mr. Ryan has stated to Mr. Seidman that significantly increasing the Federal Funds borrowing in or about 1999, for a term of approximately ten (10) years by approximately $700 million, was a major mistake for which he takes full responsibility. This strategy caused the Company's earning to be reduced when the interest earned on its assets declined while the cost of the borrowing did not decline in the same manner. In 2001, when earnings per share declined to $1.11 from $1.47 in 2000. In 2001, the long-term, high-cost borrowings on the balance sheet were matched against loans and securities that had falling yields due to declining short-term interest rates. As a result, the Company's net interest margin was badly squeezed, falling to 2.17% from 3.07% in 2000. Additionally, to improve its interest rate risk position, the Company paid off $50.0 million in Federal Home Loan Bank advances, incurring an extraordinary after-tax loss of $0.19 per share. In the fourth quarter of 2003. The Company only earned $0.02 per share, down from $0.29 in the third quarter of 2003. This time, the blame can be attributed to inadequate credit risk management. Net charge-offs, most of which came from two commercial loan relationships, skyrocketed to $6.9 million from $848,000 in the previous quarter, leading to a $4.8 million increase in the loan loss provision. The interest rate increases that began in June 2004 helped mitigate the asset/liability mismatch and spurred earnings growth up through the first half of 2005. But the bad news resurfaced on August 31, 2005, when the Company's principal subsidiary, The Yardville National Bank ("Bank") entered into an agreement with the Office of the Comptroller of the Currency (OCC). The regulatory agency found deficiencies with the bank's capital levels, internal audit, board and management supervision, and credit and risk management. As set forth in the Agreement, the Bank is not classified as "well capitalized" or as a "financial holding company." (See the Agreement attached hereto as an Exhibit and Form 8-K dated August 31, 2005, filed on September 2, 2005.) One of the Company's responses to the agreement was to raise $8.7 million in a private placement completed on November 3, 2005 (See Form 8-K dated November 3, 2005, filed on November 7, 2005.) While this will most likely bring the Bank into compliance with the OCC's required capital levels, it was dilutive to Shareholders, increasing the shares outstanding by 2.17%. Mr. Seidman recommended to Mr. Ryan that the Company consider shrinking the Company's balance sheet through the sale of loans, most likely at a profit, to achieve compliance with the OCC capital requirements. Mr. Seidman, supposedly a consultant to the Company, also requested to review certain information to help refine his recommendation and have the opportunity to express his views on this matter to the entire Board. Both of Mr. Seidman's requests were denied. The most recent negative announcement came on November 8, 2005, when the Company placed $8.7 million of loans, representing a single relationship to a contracting company on non-accrual status. This non-performing loan principally caused the Company to increase the fourth quarter charge-offs and loan loss provision in 4 comparison to the third quarter of 2005, and fourth quarter of 2004 as shown below. (See Form 10-Q for the period ended September 30, 2005, Section 9 "Subsequent Events.") This loan also principally caused the Company's non-performing loans to significantly increase as shown below. 4th Quarter 2005 3rd Quarter 2005 4th Quarter 2004 ---------------- ---------------- ---------------- Net loan charge-offs $ 4,799,000 $ 1,148,000 $ 2,265,000 Non-performing loans $ 18,613,000 $ 13,995,000 $ 10,008,000 Loan loss provision $ 4,830,000 $ 2,100,000 $ 2,800,000 (See the Company's January 30th Earning Release and Form 10-Q for the period ended September 30, 2005.) To examine the relative financial performance of the Company, Mr. Seidman constructed a peer group of 63 publicly-traded commercial banks with between $2 billion and $4 billion in total assets. The peer group median for return on average assets for the last twelve months, from December 31, 2005, was 1.14%, compared to just 0.72% for the Company. The peers had a median return on average tangible equity of 17.29% for the last twelve months, versus 12.78% for the Company. So in the last few years, the Company has experienced two blow-ups in credit quality, taken on significant interest rate risk that adversely affected its net income and received a vote of no-confidence from its primary regulatory agency. That's too many bumps in the road. Hopefully, the Company Shareholders won't get knocked off the road from the extreme turbulence. THE OFFICE OF THE COMPTROLLER OF THE CURRENCY AGREEMENT As stated above, on August 31, 2005, the Bank entered into an Agreement with the OCC. A copy of the entire Agreement is attached hereto as Exhibit A for each Shareholder to review. F. Kevin Tylus (Tylus) has been a Board member since 1992, and therefore served on the Board during the above described "bumps in the road." He has also been a member of the Audit Committee (from January 1, 1995 to September 27, 1995), the Organization and Compensation Committee (from 1996 to September 2004), and the Nominating Committee (from April 2004, to November 2004). Instead of being reprimanded for the Company failures, Mr. Tylus was rewarded by the Company and hired in October 2004 as Senior Executive Vice President and Chief Administration Officer. In February 2005, he was promoted to Senior Executive Vice President and Chief Operating Officer of the Company. On January 27, 2006, Mr. Tylus was appointed President of the Company. It appears that Mr. Tylus was hired to cure the deficiencies and problems pointed out by the OCC that occurred while he was a director of the Company. This is analogous to putting the fox in the hen house to fix the hen house. POTENTIAL CONFLICTS OF INTEREST BETWEEN THE DIRECTORS, THE COMPANY, AND ITS SHAREHOLDERS Sidney L. Hofing (Hofing) was a member of the board since 1997 and resigned on December 21, 2005. Samuel D. Marrazzo (Marrazzo) is presently a member of the Board seeking re-election. Christopher S. Vernon (Vernon) is a member of the Board but is not seeking re-election at the 2006 Annual Meeting. All three individuals have had material business relationships with the Company. (See the 2005 Proxy Statement Section IX Certain Transactions with Directors and Officers and Form 8-K dated January 24, 2006 and filed on January 30, 2006.) 5 Mr. Hofing's material business relationships with the Company are as follows: In October 1999, upon expiration of the initial five-year term, the Bank renewed its lease for a five-year period for its Trenton, New Jersey branch office, which is owned by the Lalor Urban Renewal Limited Partnership. The Lalor Corporation, which is the general partner of the limited partnership, is owned by Sidney L. Hofing. Under the lease, the Bank is obligated to pay approximately, $2,000 per month, excluding utilities and maintenance expenses. In July 2000, the Bank signed a ten-year lease with four five-year renewal options for its Lawrence, New Jersey branch office. The property is owned by Union Properties, LLC. Sidney L. Hofing has an ownership interest in Union Properties, LLC. Under the terms of the lease, the Bank is obligated to pay approximately $7,300 per month, excluding utilities and maintenance expenses. In May 2001, the Bank signed a ten-year lease with three five-year renewal options for its Bordentown, New Jersey branch office. The Bank acquired the property from the bankruptcy estate of a borrower and sold the property to BYN, LLC, a limited liability company of which Sidney L. Hofing is a member. The purchase price was $537,000. Under the terms of the lease, the Bank is obligated to pay approximately $7,000 per month, excluding utilities and maintenance expenses. In October 2001, the Bank signed a fifteen-year lease with three five-year renewal options for its Hunterdon County Regional Headquarters. The property is owned by FYNB, LLC. Sidney L. Hofing had an ownership interest in FYNB, LLC, but several members of Mr. Hofing's family including his spouse continue to have an ownership interest. Under the terms of the lease, the Bank is obligated to pay approximately $17,500 per month, excluding utilities and maintenance expenses. In April 2005, the Bank signed a fifteen-year lease with two five-year renewal options for a branch to be constructed and located in West Windsor, New Jersey. The property is owned by WWM Properties, LLC. Sidney L. Hofing has an ownership interest in WWM Properties, LLC. Under the terms of the lease, the Bank is obligated to pay (upon commencement) $11,250 per month, excluding utilities and maintenance expenses. In April 2005, the Bank signed a fifteen-year lease with two five-year renewal options for a branch to be constructed and located in Falls Township, Pennsylvania. The property is owned by MYNB, LLC. Sidney L. Hofing has an ownership interest in MYNB, LLC. Under the terms of the lease, the Bank is obligated to pay (upon commencement) $9,421 per month, excluding utilities and maintenance expenses. Mr. Ryan told Mr. Seidman that the Bank intends to enter into several more leases with entities in which Mr. Hofing, or his family, have an ownership interest. Mr. Marrazzo's material business relationship with the Company is as follows: In April 2000, the Bank signed a five-year lease with three five-year renewal options for its branch in Marrazzo'a Thriftway in West Trenton, New Jersey. The property is owned by Serenity Point, LLC. Samuel D. Marrazzo, has an ownership interest in Serenity Point, LLC and owns and operates Marrazzo's Thriftway. Under the terms of the lease, which was executed prior to Mr. Marrazzo becoming a member of the Board, the Bank is obligated to pay $2,100 per month, excluding utilities and maintenance expenses. 6 Mr. Vernon's material business relationships with the Company are as follows: In January 2005, the Bank signed a five-year lease with two five-year renewal options for its storage and maintenance facility. The property is owned by Lalor Storage, LLC. Mr. Vernon has an ownership interest in Lalor Storage, LLC. Under the terms of the lease, the Bank is required to pay $14,984 per month, including utilities and maintenance expenses. In June 2005, the Bank sold its former operations building to Mr. Vernon. The purchase price was $650,000 and the Board recorded a gain of $429,000. The Bank leased the basement of the building from June 2003 to January 2005. Under the terms of the lease, the board paid $2,783 per month, including utilities and maintenance expenses. On January 24, 2006, the Board entered into a lease with Vernon Holdings 101837, LLC for certain premises located in the Cream Ridge Mews Shopping Center, 403 Route 539, Cream Ridge (Plumsted Township), New Jersey. Mr. Vernon has an ownership interest in Vernon Holdings 101837, LLC. The lease provides for an initial term through November 30, 2006, followed by a month- to-month tenancy that will continue until the earliest of the relocation of the Bank to another site on the same property, a re-negotiation of the lease for the subject premises, or sixty-days notice by either party. During the initial term of the lease, the Bank is obligated to pay monthly fixed rent of $3,483.33, plus taxes, insurance premiums and common area costs allocated to the subject premises, as well as utilities and maintenance expenses. The Company disclosed that certain of its officers, directors, and their associates have outstanding loans from the Bank. Mr. Seidman was told that Mr. Hofing does have outstanding loans from the Bank. The Company should disclose the payment terms, interest rates and nature of collateral (if any) of those loans to Mr. Hofing and if Mr. Marrazzo, Mr. Vernon, or any other director has any loans, the same information should be disclosed for them. In addition, the Company should disclose whether any loans made to Messrs. Hofing, Mazarro, or Vernon are secured by any of the properties leased by the Company from them. This information is especially important with reference to the Bordentown branch that was sold to Mr. Hofing by the Company. (See May, 2001 lease description above.) It is the Committee's position that its Nominees, since it is expected that they will not have any material business relationships with the Company or Bank, will be more independent and will better represent the interest of all the Shareholders. If elected, the Committee Nominees will conduct a review of the above lease transactions to determine if, in their opinion, they were entered into on terms at least as favorable as those available from third parties. The Committee Nominees are not asserting that there were any improprieties in connection with the above leases. THE PRICE RECEIVED BY ALL NEW JERSEY BANKS IN THE LAST TWO CALENDAR YEARS COMPARED TO THE COMPANY'S FINANCIAL RESULTS The Company's stock, based upon its closing price of $36.93 on February 27, 2006, is trading at 2.26 times its December 31, 2005 approximate $16.35 book value and 19.54 times its twelve month December 31, 2005 diluted earnings per share of $1.89. The Company's return on average equity for calendar year 2005 was 12.57%. In the opinion of the Committee, unless the Company can do a material accretive acquisition, or significantly increase its earnings per share and return on equity, a sale of the Company at this time may be more economically beneficial than the Company remaining an independent financial institution. These facts are supported by the following chart, which reflects the mean and median price to book value, price to last twelve months earnings multiple and deposit premium paid for New Jersey commercial banks acquired in 2005 and 2004. 7 NEW JERSEY MERGER ACTIVITY 2004 IN EXCESS OF $25 MILLION DEAL VALUE
FRANCHISE PRICE/ PREMIUM/ DEAL PRICE/ LTM (1)PRICE/ CORE Buyer/ ANNOUNCE VALUE BOOK EARNINGS DEPOSIT DEPOSITS BANKS Seller DATE ($M) VALUE (x) (1)(3) (2)(3) - ------------------------------------------------------- -------- ------- ------ -------- --------- --------- 1. Sun Bancorp Inc./Community Bancorp of NJ 2/16/04 83.2 316.15 33.36 25.53 20.23 Fulton Financial Corp./First Washington Fin. Corp. 6/14/04 127.2 318.15 25.51 31.76 23.42 Monmouth Community Bancorp/Allaire Community Bank 6/30/04 53.0 NM NM NM NM Valley National Bancorp/NorCrown Bank 11/9/04 141.0 317.30 24.15 25.49 19.70 Valley National Bancorp/Shrewsbury Bancorp 12/2/04 136.0 213.24 22.99 40.10 22.90 Center Bancorp Inc./Red Oak Bank 12/17/04 27.0 221.32 40.27 36.25 24.79 MEAN 94.6 277.2 29.3 31.8 22.2 MEDIAN 105.2 316.2 25.5 31.8 22.9
NEW JERSEY MERGER ACTIVITY 2005 IN EXCESS OF $25 MILLION DEAL VALUE
FRANCHISE PRICE/ PREMIUM/ DEAL PRICE/ LTM (1)PRICE/ CORE Buyer/ ANNOUNCE VALUE BOOK EARNINGS DEPOSIT DEPOSITS BANKS Seller DATE ($M) VALUE (x) (1)(3) (2)(3) - ------------------------------------------------------- -------- ------- ------ -------- --------- --------- 1. Fulton Financial Corp./SVB Financial Services Inc. 1/11/05 89.6 302.28 25.88 21.29 15.90 Interchange Financial Svcs./Franklin Bank 6/23/05 25.3 241.72 18.22 36.18 22.93 TD Banknorth, Inc./Hudson United Bancorp 7/11/05 1,898.7 360.35 15.12 30.36 27.34 Two River Community Bank/Town Bank 8/16/05 39.0 258.65 25.00 29.93 23.30 Sun Bancorp, Inc./Advantage Bank 8/25/05 37.0 244.20 42.85 24.42 17.99 Susquehanna Bancshares,Inc./Minotola National Bank 11/04/05 166.1 205.68 25.48 30.80 17.23 MEAN 376.0 268.8 25.4 28.8 20.8 MEDIAN 64.3 251.4 25.2 30.1 20.5
The source of the above ratios is SNL Financial DataSource. SNL Financial is a nationally recognized company which collects, organizes, and distributes financial data for financial companies. The Committee has used SNL Financial instead of the ratios provided by individual financial institutions, or its own calculations, because of SNL Financial's standardized methodology for calculating the ratios in contrast to various methods to calculate the ratios used by different individuals and institutions. The Committee has not independently verified the accuracy of the SNL Financial ratios. Based upon the bank 2004 mean and median valuations, shown above, the Company based upon an approximate $16.35 book value, $1.89 diluted earnings per share and $1,972,717 billion in total deposits and $1,739,739 in core deposits for the Calendar Year ending 2004, is worth the following per share dollar amounts: 8 Price/ Franchise Premium/ Deposit Core Deposits Book Value LTM Earning (1)(3) (2)(3) ---------- ----------- ------- ------------------ MEAN 45.33 55.29 50.69 51.49 MEDIAN 51.69 48.21 50.69 52.61 Based upon the bank 2005 mean and median valuations, shown above, the Company based upon an approximate $16.35 book value, $1.89 diluted earnings per share and $1,972,717 billion in total deposits and $1,739,739 in core deposits for the Calendar Year 2005, is worth the following per share dollar amounts: Price/ Franchise Premium/ Deposit Core Deposits Book Value LTM Earning (1)(3) (2)(3) ---------- ----------- ------- ------------------ MEAN 43.95 48.05 45.90 49.26 MEDIAN 41.11 47.70 47.98 48.78 - ---------- (1)PRICE/DEPOSIT - Deal Value as a percentage of the Entity Sold's total deposits. If the Buyer acquires less than 100% of the Entity Sold's Equity, the denominator of the ratio is multiplied by the percent acquired. DEAL VALUE -- Aggregate price paid for the equity of the Entity Sold in the transaction, as of the event in question. Where available, Deal Value is calculated as the number of fully diluted shares outstanding, less the number of shares excluded from the transaction, multiplied by the deal value per share, less the number of "in the money" options/warrants/stock appreciation rights times the weighted average strike price of the options/warrants/stock appreciation rights. Deal Value excludes debt assumed and employee retention pools. (2)FRANCHISE PREMIUM/CORE DEPOSITS - (Deal Value - Entity Sold's Tangible Book)/Entity Sold's Core Deposits. CORE DEPOSITS - Federally insured Bank deposits, excluding accounts with balances over $100,000 and brokered deposits. TANGIBLE EQUITY - Total Equity less Total Intangible Assets. (3) The source for the above ratios and definitions is SNL Financial. There can be no assurance or guarantee that the Company would receive a price equal to or greater than the mean or median ratio stated above. THEREFORE A VOTE FOR THE COMMITTEE NOMINEES IS A VOTE TO START THE PROCESS TO COMMENCE A SHARE REPURCHASE PROGRAM, ATTEMPT TO DO AN ACCRETIVE ACQUISITION, AND IF NOT POSSIBLE, SELL THE COMPANY FOR A PREMIUM PRICE, WHICH IS OPPOSED BY THE PRESENT BOARD AND MANAGEMENT Each Shareholder should be aware that the present election is only to elect three Directors to the Board of Directors of the Company (the Committee is running three nominees) and has nothing to do with the election of Directors for the Bank, the principal operating subsidiary of the Company. The present Directors of the Company, even if the Committee Nominees win this election, will still be able to appoint the Board of Directors of the Bank, including the Company Nominees, even if they lose the election. If a sale of the Company is not possible at a satisfactory price, the Committee Nominees, if elected, will (i) review in detail the Company's business plan, 9 (ii) discuss the Company's business plan with the Company's management, advisors, and the other directors and (iii) based upon their past business experience, make recommendations they believe will have the effect of increasing the Company's net income, earnings per share, earning assets and deposits. There is no assurance that the Committee Nominees would have any suggestions that the Company had not already considered. Furthermore, there is no assurance that any suggestions made by the Committee Nominees would be approved by a majority of the Company's Board. The Committee Nominees would however, request that the Company implement an aggressive stock repurchase program. In addition, the Committee Nominees would attempt to persuade the Company to pursue an accretive acquisition. The Board of Directors of the Company would have to determine a satisfactory price, which could be either all cash or stock or a combination of cash and stock. (The Board would have to make the same determination with respect to the consideration to be received in connection with a sale of the Company.) To accomplish the Committee's goal, the Committee Nominees, if elected, will need the cooperation of four of the other Directors. Furthermore, the Committee Nominees' plans could change, subject to the fiduciary duty they will owe to all Shareholders, if elected. The Committee bases its position that the Board of Directors and Management of the Company oppose a sale of the Company upon statements by Mr. Ryan to Mr. Seidman during several of their meetings and subsequent phone conversations. Mr. Ryan stated that at the present time, the Board is not interested in pursuing a sale of the Company and would prefer remaining independent. Shareholders will not be afforded a separate opportunity to vote on the implementation of a stock repurchase program. Shareholders will be required to vote on certain sales or mergers involving stock, but a cash acquisition may not require Shareholder approval. MR. SEIDMAN'S PAST HISTORY WITH CERTAIN FINANCIAL INSTITUTIONS The following is Mr. Seidman's history with respect to certain financial institutions. Shareholders should not imply a correlation between Mr. Seidman's actions and the actions taken by the following financial institutions. It must be remembered, that with respect to the companies where Mr. Seidman, or his nominees, were on the board, they were a minority on the board. Where a company was sold after Mr. Seidman filed a Schedule 13D, and Mr. Seidman had no nominees on the Board, Mr. Seidman could not exert any influence on the board with respect to any decisions. Seidman has been involved in proxy contests in connection with the following ten separate companies since 1995, IBS Financial Corp. ("IBSF"), Wayne Bancorp, Inc. ("WYNE"), South Jersey Financial Corp., Inc. ("SJFC"), Citizens First Financial Corp. ("CFSB"), Yonkers Financial Corp. ("YFCB"), First Federal Savings and Loan Association of East Hartford ("FFES"), Vista Bancorp, Inc. ("Vista"), United National Bancorp ("UNBJ"), GA Financial, Inc. ("GAF") and Kankakee Bancorp, Inc. ("KNK") seeking to maximize shareholder value by either an accretive acquisition or sale of the respective companies. IBSF, WYNE, FFES, VBNJ, UNBJ, GAF, YFCB and SJFC were sold at significant premiums to their book value and earnings, as shown by the following chart:
LTM Multiples [X] EPS Seller Buyer Book Value % [X] Director Nominees - ---------- ---------------------------- ------------- ------ ------------------------------------ WYNE Valley National Bancorp 2.00 35.1 Seidman nominee on Board IBSF Hudson United Bancorp 1.87 38.4 No Seidman director on Board SJFC Richmond Cty. Fin. Corp. 1.16 24.7 Seidman and Seidman nominee on Board FFES Connecticut Bancshares, Inc. 1.37 13.5 Seidman on Board by consent VBNJ United National Bancorp 2.52 19.6 No Seidman director on Board UNBJ PNC Fin. Svcs. Group, Inc. 2.37 21.9 No Seidman director on Board GAF First Commonwealth Financial 1.84 24.3 No Seidman director on Board YFCB Atlantic Bank of New York 1.52 16.2 No Seidman director on Board
10 Seidman was not successful in his proxy contest with CFSB, VBNJ, UNBJ, YFCB or KNK. However, Seidman was successful in having CFSB conduct a Dutch Auction for 15% of its outstanding shares. Seidman had proposed this Dutch Auction and, in an agreement with CFSB, agreed to tender the shares he controlled into the auction and to execute a standstill agreement. CFSB's counsel told Mr. Seidman that unless he was willing to tender his shares and enter into the Standstill Agreement, CFSB would not conduct the Dutch Auction. Thus, the Dutch Auction resulted in large measure from proposals made by, and actions undertaken, by Seidman. With respect to YFCB, Seidman continually pushed YFCB to sell. On November 14, 2001, YFCB announced a sale to Atlantic Bank of New York at $29.00 cash per share, based upon the above ratios. The Board of Directors of FFES, CNYF and AHCI, each agreed voluntarily to increase by one (1) the size of the Board and Seidman was added to each respective Board. With respect to FFES, Seidman conducted a proxy contest to have the FFES Shareholders vote to rescind certain By-laws amendments. This proxy contest was successful. Thereafter, Seidman was added to the Board. CNYF was sold to Niagara Bancorp, Inc. at a premium price of 1.30 times book and 27.57 times its last twelve (12) month earnings. AHCI was sold to Hudson River Bancorp, Inc. at a premium price of 1.25 times book and 25.60 times its last twelve (12) months earnings. In addition, Seidman filed a Schedule 13D disclosing a plan to maximize shareholder value through an accretive acquisition or sale of 1st Bergen Bancorp, Inc. ("FBER"), Eagle BancGroup, Inc. ("EGLB"), Jade Financial Corporation ("IGAF") and Alliance Bancorp of New England, Inc. ("ANE"). All four institutions were sold after the respective announcements. FBER was sold to Kearney Savings Bank for 1.78 % of book value and 28.6 times earnings. EGLB was sold to First Busey Corporation ("FBC") for 1.41% of book value and 30.3 times earnings. IGAF was sold to PSB Bancorp, Inc. for 92% of book value and 26.06 times earnings. ANE was sold to New Alliance Bancshares, Inc. for 2.46% of book value and 19.39 times earnings. Except for IGAF, these companies were sold at a significant premium to book value and earnings and its prevailing stock price. In addition, Mr. Seidman filed a Schedule 13D disclosing a plan to maximize shareholder value through an accretive acquisition or sale of First Federal Bancshares, Inc. ("FFBI") and Central Bancorp, Inc. ("CEBK"). FFBI conducted a Dutch Auction for approximately 30% of its outstanding shares at $33.50. Mr. Seidman tendered his shares into the Dutch Auction selling a significant percentage of his position at a significant profit and therefore was no longer required to file a Schedule 13D. Mr. Seidman after significant litigation with CEBK sold his entire position through public market sales at an approximate break-even price. Both companies are still publicly traded today. On December 6, 2002, Michael A. Griffith was appointed to the KNK Board of Directors. His appointment was part of an agreement with an investor group led by Jeffrey L. Gendell, which owned approximately 9.8% of KNK's outstanding shares. On January 17, 2003, KNK announced, among other things the resignation of Larry Huffman, the President and Chief Executive Officer and the election of Mr. Griffith as the new KNK Chairman. Mr. Seidman conducted a vote "No" campaign against SE Financial Corp. ("SEFL"). SEFL was seeking approval of the SE Financial Corp. 2005 Stock Option Plan and SE Financial Corp. 2005 Restricted Stock Plan. SEFL withdrew those matters from consideration the morning of the annual Shareholders meeting at which these matters were to be voted upon. The source of the above ratios is SNL Financial DataSource. SNL Financial is a nationally recognized company which collects, organizes, and distributes financial data for financial companies. The Committee has used SNL Financial instead of the ratios provided by individual financial institutions, or its own calculations, because of SNL Financial's standardized methodology for calculating the ratios in contrast to various methods to calculate the ratios used by different individuals 11 and institutions. The Committee has not independently verified the accuracy of the SNL Financial ratios. There is no guarantee or representation made by Mr. Seidman or the Committee that the Company can be sold for a premium equal to or greater than the premium paid for the commercial banks and thrifts mentioned in this proxy statement. Furthermore, there can be no assurance that the Company could obtain a similar sales price to any of the above companies in the event the Company pursued a sale. There is also no assurance that the Committee Nominee's election to the Board will, on its own, enhance shareholder value. However, it will send an appropriate message to the Company's management and present Board that the Shareholders desire representation on the Board by significant Shareholders. ELECTION OF COMMITTEE NOMINEES When you return the Committee's proxy card you are only voting for Seidman, Pollack, Robinson and Schechter. Messrs. Seidman, Pollack, Robinson and Schechter have consented to being named in this Proxy statement and have agreed to serve as a Director, if elected. Lawrence Seidman is 58 years of age and his residence address is 19 Veteri Place, Wayne, New Jersey 07470. He was graduated from Saint Peter's College in 1969 with a Bachelor of Science degree in Business (concentration in Marketing Management) and from the Washington College of Law with a Jurist Doctor degree in 1973. Mr. Seidman also attended the Georgetown University Tax Masters Program. For more than the past 10 years, Mr. Seidman has been the manager of various investment vehicles, principally involved in the purchase and sale of publicly traded bank and thrift stocks. From November 1991 to December 31, 2005, he was also a consultant, President and General Counsel to Menlo Acquisition Corporation, a holding company for an environmental consulting and remediation company and a laboratory company. Prior to 1989, Mr. Seidman was an attorney with the Securities and Exchange Commission, an associate in two law firms and the founding member and principal shareholder of his own law firm. Mr. Seidman was the founder and President of the Israel Sports Exchange (1990-Present), a Trustee of the YM-YWHA of North Jersey (1994-Present) and a Member of the Board of Directors of Shomrei Torah (1986-1992). Mr. Seidman's present business address is 100 Misty Lane, Parsippany, New Jersey 07054. Dennis Pollack is 55 years of age and his residence address is 47 Blueberry Drive, Woodcliff Lake, New Jersey 07677. Mr. Pollack is currently a consultant to Paulson & Company, Inc., a hedge fund located at 590 Madison Avenue, New York, New York, 10022, and from June 2004 to February 28, 2006, Mr. Pollack was the Chief Operating Officer for Paulson & Company. From December 2001 to May, 2004, Mr. Pollack was a Vice President at Valley National Bank. From May, 2001 to December, 2001, Mr. Pollack was the new business development officer for Mohawk Community Bank. For more than five years prior thereto, Mr. Pollack held various positions at Connecticut Bank of Commerce, Stamford, Connecticut, most recently as Vice Chairman and a consultant to the bank. Patrick A. Robinson is 55 years of age and his residence address is 123 Woods End Drive, Basking Ridge, New Jersey 07920. For more than five years prior hereto, he has been the managing partner of Robinson, Burns & McCarthy Esquires, a law firm located at 586 East Main Street Bridgewater, NJ 08807. Harold Schechter is 61 years of age and his residence address is 38 Rillo Drive, Wayne, New Jersey 07470. Since January 2005, Mr. Schechter has been Vice President and Chief Financial Officer of Global Design Concepts, Inc., a mid size importer and distributor of accessories and handbags, located at 34 33rd Street, New York, New York. From September 2004, to January 2005, Mr. Schechter was the Chief Financial Officer of Diamond Chemical Inc., a national manufacturer of housekeeping and industrial products. From May 2001 through September 2004, Mr. Schechter was the Vice President, Chief Operating Officer and Chief Financial Officer of Creative Salon Concepts, a wholesale distributor and retailer of imported and domestic beauty products. For more than five years prior thereto, 12 Mr. Schechter was the Executive Vice President, Chief Operating Officer and Chief Financial Officer for Verdi Travelware Ltd./Monarch Luggage, a mid sized importer and distributor of luggage, accessories and bags. From 2003 to the present, he has been the Director and Chairman of the Audit Committee for Jaclyn, Inc., an American Stock Exchange listed importer and distributor of apparel. Mr. Schechter has been a Certified Public Accountant since 1977. None of the Committee Nominees has ever been employed by the Company in any capacity or have they ever been a director of the Company. The members of the Committee have agreed to act in concert; however, they have expressly reserved the right to terminate their agreement to act in concert. During the last ten (10) years: (i) none of the Committee members has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) none of the Committee members, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws, or finding any violation with respect to such laws; (iii) the Committee members, other than SIPII, Pollack, PIP, Broad Park and the Committee Nominees, other than Seidman, were parties to a civil proceeding which ultimately mandated activities that were subject to federal securities laws. Specifically, a civil action was filed by IBSF, during a proxy contest with certain members of the Committee, in the U.S. District Court. This litigation named the members of the Committee, as Defendants; except, SIPII, Pollack, PIP, Broad Park and the Committee Nominees, other than Seidman. The claim was made that three members on the Committee did not make all of the disclosures required by the Securities Exchange Act of 1934. The District Court entered a Judgment dismissing the claims made by IBSF. The Third Circuit Court of Appeals reversed in part, and remanded the matter, determining that two (2) additional disclosures should have been made. Pending the remand, an Amended Schedule 13D was filed making additional disclosures with regard to Seidcal Associates and Kevin Moore concerning the background, biographical and employment information on Brant Cali of Seidcal and Kevin Moore of Federal. Thereafter, in April, 1998, the District Court entered a Judgment After Remand which directed the inclusion of these disclosures in the Schedule 13D. None of the Committee members is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the registrant, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. In addition none of the Committee members or any associates of the Committee members has or within the past year has had any arrangement or understanding with any person (a) with respect to any future employment by the Company or its affiliates; or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party. Mr. Seidman is the manager of SAL, General Partner of PIP, and is the President of the Corporate General Partner of SIP and SIPII and the investment manager for Broad Park and Federal; and, in that capacity, Mr. Seidman has the authority to cause those entities to acquire, hold, trade, and vote these securities and with respect to PIP, Seidman shares these functions with Pollack. SAL, SIP, SIPII, Broad Park, PIP and Federal were all created to acquire, hold, and sell publicly-traded securities. None of these entities was formed to solely acquire, hold, and sell the Company's securities. Each of these entities owns securities issued by one or more companies other than the Company. The members and limited partners in SIP, SIPII, SAL, Broad Park, PIP and Federal are all passive investors, who do not - and cannot - directly, or indirectly, participate in the management of these entities, including without limitation proxy contests. Seidman's total compensation is dependent upon the profitability of the operations of these entities, but no provision is made to compensate Seidman solely based upon the profits resulting from transactions from the Company's securities. In SAL, Seidman 13 receives an approximate $1,100,000 annual salary and a percentage of the profits, after the Members receive a return on their investment. In SIP, SIP II, Broad Park, Federal and PIP, Seidman receives an annual fee, which is payable quarterly, based upon a valuation of the assets, and he receives a percentage of the profits. On November 8, 1995, the acting Director of the Office of Thrift Supervision ("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding that Seidman recklessly engaged in unsafe and unsound practices in the business of an insured institution. The C & D actions complained of were Seidman's allegedly obstructing an OTS investigation. The C & D ordered him to cease and desist from (i) any attempts to hinder the OTS in the discharge of its regulatory responsibilities, including the conduct of any OTS examination or investigation; and (ii) any attempts to induce any person to withhold material information from the OTS related to the performance of its regulatory responsibilities. The Order also provides that for a period of no less than three (3) years if Seidman becomes an institution-affiliated party of any insured depository institution subject to the jurisdiction of the OTS, to the extent that his responsibilities include the preparation or review of any reports, documents, or other information that would be submitted or reviewed by the OTS in the discharge of its regulatory functions, all such reports, documents, and other information shall, prior to submission to, or review by the OTS, be independently reviewed by the Board of Directors or a duly appointed committee of the Board to ensure that all material information and facts have been fully and adequately disclosed. In addition, a civil money penalty in the amount of $20,812 was assessed. The voting power over the Company's securities is not subject to any contingencies beyond standard provisions for entities of this nature (i.e., limited partnerships and limited liability companies) which govern the replacement of a manager or a general partner. Specifically, the shares held by each of the named entities are voted in the manner that Seidman elects, in his non-reviewable discretion. Additional Information concerning the Committee is set forth in Appendices A and B hereto. Each of the individuals listed on Appendix A attached hereto is a citizen of the United States. AUDITORS The Committee has no objection to the ratification of the appointment of KPMG, LLP, as independent accountants for the Company for the fiscal year ending December 31, 2006. SOLICITATION; EXPENSES Proxies may be solicited by the Committee by mail, advertisement, telephone, facsimile, telegraph, and personal solicitation. Phone calls will be made to individual Shareholders by all the individual Committee members, and employees of D. F. King & Co. Certain of Seidman's employees will perform secretarial work in connection with the solicitation of proxies, for which no additional compensation will be paid. Banks, brokerage houses, and other custodians, nominees and fiduciaries will be requested to forward the Committee's solicitation material to their customers for whom they hold shares and the Committee will reimburse them for their reasonable out-of-pocket expenses. The Committee has retained D. F. King & Co. to assist in the solicitation of proxies and for related services. The Committee will pay D. F. King & Co. a fee of up to $25,000 and has agreed to reimburse it for its reasonable out-of-pocket expenses. In addition, the Committee has also agreed to indemnify D. F. King & Co. against certain liabilities and expenses, including liabilities and expenses under the federal securities laws. The Securities and Exchange Commission deems such an indemnification to be against public policy. Approximately twenty-five (25) persons will be used by D. F. King & Co. in its solicitation efforts. 14 The entire expense of preparing, assembling, printing, and mailing this Proxy Statement and related materials and the cost of soliciting proxies will be borne by SAL, SIP, PIP, Federal, Broad Park and SIP II. (The Committee does not intend to solicit proxies via the Internet.) Although no precise estimate can be made at the present time, the Committee currently estimates that the total expenditures relating to the Proxy Solicitation incurred by the Committee will be approximately $50,000 of which $0 has been incurred to date. The Committee intends to seek reimbursement from the Company for those expenses incurred by the Committee, if the Committee's Nominees are elected, but does not intend to submit the question of such reimbursement to a vote of the Shareholders. For the proxy solicited hereby to be voted, the enclosed WHITE proxy card must be signed, dated, and returned to the Committee, c/o D. F. King & Co. Inc., in the enclosed envelope in time to be voted at the Annual Meeting. If you wish to vote for the Committee Nominees, you must submit the enclosed WHITE proxy card and must NOT submit the Company's proxy card. If you have already returned the Company's proxy card, you have the right to revoke it as to all matters covered thereby and may do so by subsequently signing, dating, and mailing the enclosed WHITE proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING. Execution of a WHITE proxy card will not affect your right to attend the Annual Meeting and to vote in person. Any proxy may be revoked as to all matters covered thereby at any time prior to the time a vote is taken by (i) filing with the Secretary of the Company a later dated written revocation; (ii) submitting a duly executed proxy bearing a later date to the Committee; or (iii) attending and voting at the Annual Meeting in person. Attendance at the Annual Meeting will not in and of itself constitute a revocation. Shares of Common Stock represented by a valid, unrevoked WHITE proxy card will be voted as specified. You may vote for the Committee's Nominees or withhold authority to vote for the Committee's Nominees by marking the proper box on the WHITE proxy card. Shares represented by a WHITE proxy card where no specification has been made will be voted for the Committee's Nominees and for KPMG, LLP. Except as set forth in this Proxy Statement, the Committee is not aware of any other matter to be considered at the Annual Meeting. The persons named as proxies on the enclosed WHITE proxy card will, however, have discretionary voting authority as such proxies regarding any other business that may properly come before the Annual Meeting. If your shares are held in the name of a brokerage firm, bank, or nominee, only they can vote such shares and only upon receipt of your specific instructions. Accordingly, please return the proxy in the envelope provided to you or contact the person responsible for your account and instruct that person to execute on your behalf the WHITE proxy card. Only holders of record of Common Stock on the Annual Meeting Record Date will be entitled to vote at the Annual Meeting. If you are a Shareholder of record on the Annual Meeting Record Date, you will retain the voting rights in connection with the Annual Meeting even if you sell such shares after the Annual Meeting Record Date. Accordingly, it is important that you vote the shares of Common Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote such shares on the WHITE proxy card, even if you sell such shares after such date. The Committee believes that it is in your best interest to elect the Committee's Nominees as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A VOTE FOR THE COMMITTEE NOMINEES AND FOR THE PROPOSED AUDITORS. YARDVILLE NATIONAL BANCORP COMMITTEE TO PRESERVE SHAREHOLDER VALUE. 15 I M P O R T A N T !!! If your shares are held in "Street Name," only your bank or broker can vote your shares and only upon receipt of your specific instructions. Please return the proxy provided to you or contact the person responsible for your account and instruct them to vote for the Committee's Nominees on the WHITE proxy card. If you have any questions, or need further assistance, please call Lawrence Seidman at 973-560-1400, Extension 108, or, our proxy solicitor: D. F. King & Co., Attn: Richard Grubaugh, 48 Wall Street, New York, New York 10005, at (888)644-6071. 16 APPENDIX A THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE AND ITS NOMINEES The participants who comprise the Committee own in the aggregate 903,039 shares of Common Stock, representing approximately 8.26% of the shares outstanding and are as follows: Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability company, organized to invest in securities, whose principal and executive offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence Seidman is the Manager of SAL and has sole investment discretion and voting authority with respect to such securities. Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited partnership, whose principal and executive offices are located at 19 Veteri Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of SIP and Lawrence Seidman is the only shareholder director and officer of Veteri Place Corporation. Seidman has sole investment discretion and voting authority with respect to such securities. Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited partnership, whose principal and executive offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Veteri Place Corporation is the sole General Partner of SIPII and Lawrence Seidman is the only shareholder director and officer of Veteri Place Corporation. Seidman has sole investment discretion and voting authority with respect to such securities. Broad Park Investors, L.L.C. ("Broad Park") is a New Jersey limited liability company, formed, in part, to invest in stock of public companies whose principal and executive offices are located at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole investment discretion and voting authority with respect to such securities until August 31, 2007. Federal Holdings L.L.C. ("Federal"), is a New York limited liability company, organized to invest in securities, whose principal and executive offices are located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B. Seidman is the Manager of Federal and has sole investment discretion and voting authority with respect to such securities. Pollack Investment Partnership ("PIP") is a New Jersey limited partnership whose principal and executive offices are located at 100 Misty Lane, Parsippany, NJ 07054. Seidman is the general partner of PIP and has the investment discretion and voting authority with respect to such securities. Lawrence Seidman is a private investor, with discretion over certain client accounts and is the Manager of SAL, the President of the Corporate General Partner of SIP and SIP II, general partner of PIP and the investment manager of Federal and Broad Park. See below for information concerning regulatory action. See "Election of Committee Nominees" for complete resume. Dennis Pollack is a businessman and a private investor with sole discretion on all the shares owned by him and his family members. See "Election of Committee Nominees" for complete resume. Patrick Robinson is a lawyer and private investor with sole discretion on all shares he and his wife own. See "Election of Committee Nominees" for complete resume. Harold Schechter is a Certified Public Accountant and private investor with sole discretion on all shares he and his wife own. See "Election of Committee Nominees" for complete resume. 17 The following sets forth the name, business address, and the number of shares of Common Stock of the Company beneficially owned as of March 7, 2006, by each of the Committee Members [The actual stock purchase transactions are set forth on Exhibit B.]
Number of Shares of Common Stock Beneficially Owned & Owned Percent Name Class Business Address in Record Name of - ------------------------------ ------------------------ ---------------- ------- 1. Seidman and Associates Lanidex Center, 268,684 2.46% L.L.C.(SAL) 100 Misty Lane Parsippany, NJ 07054 2. Seidman Investment 19 Veteri Place 237,256 2.17% Partnership, L.P.(SIP) Wayne, NJ 07470 3. Seidman Investment 19 Veteri Place 121,351 1.11% Partnership II, L.P. Wayne, NJ 07470 (SIPII) 4. Lawrence Seidman and 19 Veteri Place 884,149 8.04% discretionary clients (1) Wayne, NJ 07470 5. Federal Holdings, LLC One Rockefeller Plaza 85,196 (3) (Federal) New York, NY 10020 6. Broad Park Investor, LLC 80 Main St. 63,334 (3) (Broad Park) West Orange, NJ 07052 7. Pollack Investment 47 Blueberry Drive 66,778 (3) Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677 8. Dennis Pollack (2) 47 Blueberry Drive 18,045 (3) (Pollack) Woodcliff Lake, NJ 07677 10. Patrick Robinson(2) 123 Woods End Drive 745 (3) Basking Ridge, NJ 07920 11. Harold Schechter(2) 38 Rillo Drive 100 (3) Wayne, NJ 07470
- ---------- (1) Includes all shares owed by SAL, SIP, SIPII, Federal, Broad Park, and PIP. (2) The individual has sole voting and dispositive power for the shares he owns. (3) Less than 1%. Seidman may be deemed to have sole voting power and dispositive power as to 884,149 shares beneficially owned by SIP, SIP II, SAL, Broad Park and Federal and his discretionary clients. On November 8, 1995, the acting director of the Office of Thrift Supervision (OTS) issued a Cease and Desist Order against Seidman ("C & D") after finding that Seidman recklessly engaged in unsafe and unsound practices in the business of an insured institution. The C & D actions complained of were Seidman's allegedly obstructing an OTS investigation. The C & D ordered him to cease and desist from (i) any attempts to hinder the OTS in the discharge of its regulatory responsibilities, including the conduct of any OTS examination or investigation; and (ii) any attempts to induce any person to withhold material information from the OTS related to the performance of its regulatory responsibilities. The Order also provides that for a period of no less than three (3) years if Seidman becomes an institution-affiliated party of any insured depository institution subject to the jurisdiction of the OTS, to the extent that his responsibilities include the preparation or review of any reports, documents, or other information that would be submitted or reviewed by the OTS in the discharge of its regulatory functions, all such reports, documents, and other information shall, prior to submission to, or review by the OTS, be independently reviewed by the Board of Directors or a duly appointed committee of the Board to ensure that all material information and facts have been fully and adequately disclosed. In addition, a civil money penalty in the amount of $20,812 was assessed. 18 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------ ------- SAL 8/6/2003 18.7210 79,470.60 4,245 SAL 8/7/2003 18.3338 60,501.58 3,300 SAL 10/1/2003 21.1100 63,330.00 3,000 SAL 3/8/2004 23.9600 29,710.40 1,240 SAL 3/11/2004 23.9475 148,474.50 6,200 SAL 3/16/2004 23.6163 23,427.37 992 SAL 3/19/2004 23.6417 87,947.12 3,720 SAL 3/23/2004 23.6300 57,869.87 2,449 SAL 3/24/2004 23.6400 58,627.20 2,480 SAL 4/13/2004 24.0000 26,040.00 1,085 SAL 4/14/2004 23.9900 124,939.92 5,208 SAL 4/15/2004 24.0200 45,421.82 1,891 SAL 4/19/2004 24.0500 31,313.10 1,302 SAL 5/6/2004 24.2288 60,087.42 2,480 SAL 5/7/2004 24.1000 41,090.50 1,705 SAL 5/10/2004 24.0451 152,806.61 6,355 SAL 5/11/2004 23.8760 185,039.00 7,750 SAL 5/12/2004 23.7959 130,568.10 5,487 SAL 5/18/2004 23.8500 13,308.30 558 SAL 6/2/2004 24.0383 44,711.24 1,860 SAL 6/7/2004 24.4300 302,932.00 12,400 SAL 6/9/2004 24.3500 566,137.50 23,250 SAL 6/22/2004 23.9857 52,048.97 2,170 SAL 7/1/2004 24.9012 66,386.60 2,666 SAL 7/7/2004 24.0232 221,926.32 9,238 SAL 7/8/2004 23.8830 336,869.72 14,105 SAL 7/9/2004 23.8500 147,870.00 6,200 SAL 7/20/2004 23.7633 7,129.00 300 SAL 7/22/2004 23.7389 64,094.98 2,700 SAL 7/26/2004 23.8857 1,000,165.92 41,873 SAL 9/14/2004 28.8000 208,800.00 7,250 SAL 9/15/2004 28.7938 83,502.02 2,900 SAL 10/1/2004 29.5500 88,650.00 3,000 SAL 10/1/2004 29.5500 177,300.00 6,000 SAL 10/1/2004 29.5500 29,550.00 1,000 SAL 1/4/2005 33.4396 138,506.82 4,142 SAL 1/5/2005 33.0083 75,258.92 2,280 SAL 1/7/2005 33.0500 43,956.50 1,330 SAL 1/10/2005 32.8662 56,201.20 1,710 SAL 1/12/2005 32.7473 62,219.87 1,900 SAL 1/13/2005 32.5883 74,301.32 2,280 SAL 1/14/2005 32.5430 97,629.10 3,000 SAL 1/20/2005 32.0215 60,840.85 1,900 SAL 1/20/2005 31.9021 60,614.00 1,900 SAL 2/18/2005 33.2464 63,168.16 1,900 SAL 2/22/2005 32.9467 118,212.76 3,588 SAL 2/23/2005 32.5352 68,519.13 2,106 SAL 3/10/2005 32.5127 44,379.84 1,365 SAL 3/16/2005 32.5300 44,403.45 1,365 SAL 4/28/2005 32.5011 114,371.50 3,519 SAL 7/26/2005 35.6500 51,478.60 1,444 SAL 8/2/2005 35.6163 120,454.33 3,382 SAL 8/5/2005 35.5153 121,462.33 3,420 SAL 8/9/2005 35.3609 64,498.28 1,824 SAL 8/15/2005 35.2225 136,522.41 3,876
19 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------ ------- SAL 8/26/2005 34.8000 45,309.60 1,302 SAL 9/23/2005 34.8154 45,260.00 1,300 SAL 12/8/2005 35.0644 48599.3 1,386 SAL 12/21/2005 35.0453 70651.37 2,016 SAL 12/27/2005 34.8548 127359.3 3,654 SAL 12/29/2005 34.5967 98808.18 2,856 SAL 12/30/2005 34.4533 166409.6 4,830 SAL 1/3/2006 34.6616 59687.3 1,722 SAL 1/11/2006 34.9905 17285.3 494 SAL 1/12/2006 34.9138 53557.83 1,534 Total 7,167,861.91 267,684 SAL certificate 7/26/2004 23.8857 23,885.70 1,000 Total 23,885.70 1,000 SIP 8/6/2003 18.7211 57,492.60 3,071 SIP 8/7/2003 18.3340 51,335.28 2,800 SIP 10/1/2003 21.1100 50,664.00 2,400 SIP 3/8/2004 23.9600 23,960.00 1,000 SIP 3/11/2004 23.9475 119,737.50 5,000 SIP 3/16/2004 23.6163 18,893.04 800 SIP 3/19/2004 23.6417 70,925.10 3,000 SIP 3/23/2004 23.6300 46,669.25 1,975 SIP 3/24/2004 23.6400 47,280.00 2,000 SIP 4/13/2004 24.0000 21,000.00 875 SIP 4/14/2004 23.9900 100,758.00 4,200 SIP 4/15/2004 24.0200 36,630.50 1,525 SIP 4/19/2004 24.0500 25,252.50 1,050 SIP 5/6/2004 24.2288 48,457.60 2,000 SIP 5/7/2004 24.1000 33,137.50 1,375 SIP 5/10/2004 24.0451 123,231.14 5,125 SIP 5/11/2004 23.8760 149,225.00 6,250 SIP 5/12/2004 23.7959 105,296.86 4,425 SIP 5/18/2004 23.8500 10,732.50 450 SIP 6/2/2004 24.0383 36,057.45 1,500 SIP 6/7/2004 24.4300 244,300.00 10,000 SIP 6/9/2004 24.3500 456,562.50 18,750 SIP 6/22/2004 23.9857 41,974.98 1,750 SIP 7/1/2004 24.9012 53,537.58 2,150 SIP 7/7/2004 24.0232 178,972.84 7,450 SIP 7/8/2004 23.8830 271,669.13 11,375 SIP 7/9/2004 23.8500 119,250.00 5,000 SIP 7/20/2004 23.7700 4,754.00 200 SIP 7/22/2004 23.7395 45,105.06 1,900 SIP 7/26/2004 23.8857 825,848.08 34,575 SIP 9/14/2004 28.8000 172,800.00 6,000 SIP 9/15/2004 28.7938 69,105.12 2,400 SIP 1/4/2005 33.4396 76,543.24 2,289 SIP 1/5/2005 33.0083 41,590.46 1,260 SIP 1/7/2005 33.0500 24,291.75 735 SIP 1/10/2005 32.8662 31,058.56 945 SIP 1/12/2005 32.7473 34,384.67 1,050 SIP 1/13/2005 32.5883 41,061.26 1,260 SIP 1/19/2005 32.4564 134,953.55 4,158
20 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------ ------- SIP 1/20/2005 32.0215 33,622.58 1,050 SIP 1/20/2005 31.9038 33,499.00 1,050 SIP 2/18/2005 33.2464 34,908.72 1,050 SIP 2/22/2005 32.9467 63,653.02 1,932 SIP 2/23/2005 32.5352 36,894.92 1,134 SIP 3/10/2005 32.5127 23,896.83 735 SIP 3/16/2005 32.5300 23,909.55 735 SIP 4/27/2005 32.5023 56,749.00 1,746 SIP 5/2/2005 32.3078 16,573.90 513 SIP 7/26/2005 35.6500 32,512.80 912 SIP 7/27/2005 35.6500 71,300.00 2,000 SIP 8/2/2005 35.6163 76,076.42 2,136 SIP 8/5/2005 35.5153 76,713.05 2,160 SIP 8/9/2005 35.3609 40,735.76 1,152 SIP 8/15/2005 35.2225 86,224.68 2,448 SIP 8/26/2005 34.8000 30,206.40 868 SIP 9/22/2005 34.8000 41,760.00 1,200 SIP 12/8/2005 35.0716 32,406.20 924 SIP 12/21/2005 35.0503 47,107.58 1344 SIP 12/27/2005 34.8575 84,912.89 2436 SIP 12/29/2005 34.6002 65,878.79 1904 SIP 12/30/2005 34.4554 110,946.40 3220 SIP 1/3/2006 34.65 1,300,034.00 37519 SIP 1/3/2006 34.6674 39,798.20 1148 SIP 1/11/2006 34.9939 15,957.20 456 SIP 1/12/2006 34.9149 49,439.53 1416 Total 6,570,216.04 237,256 SIPII 8/6/2003 18.7220 35,028.80 1,871 SIPII 8/7/2003 18.3355 25,669.64 1,400 SIPII 10/1/2003 21.1100 25,332.00 1,200 SIPII 3/8/2004 23.9600 13,417.60 560 SIPII 3/11/2004 23.9475 67,053.00 2,800 SIPII 3/16/2004 23.6163 10,580.10 448 SIPII 3/19/2004 23.6417 39,718.06 1,680 SIPII 3/23/2004 23.6300 26,134.78 1,106 SIPII 3/24/2004 23.6400 26,476.80 1,120 SIPII 4/13/2004 24.0000 11,760.00 490 SIPII 4/14/2004 23.9900 56,424.48 2,352 SIPII 4/15/2004 24.0200 20,513.08 854 SIPII 4/19/2004 24.0500 14,141.40 588 SIPII 5/6/2004 24.2288 27,136.26 1,120 SIPII 5/7/2004 24.1000 18,557.00 770 SIPII 5/10/2004 24.0451 69,009.44 2,870 SIPII 5/11/2004 23.8760 83,566.00 3,500 SIPII 5/12/2004 23.7959 58,966.24 2,478 SIPII 5/18/2004 23.8500 6,010.20 252 SIPII 6/2/2004 24.0383 20,192.17 840 SIPII 6/7/2004 24.4300 136,808.00 5,600 SIPII 6/9/2004 24.3500 255,675.00 10,500 SIPII 6/22/2004 23.9857 23,505.99 980 SIPII 7/1/2004 24.9012 29,981.04 1,204 SIPII 7/7/2004 24.0232 100,224.79 4,172 SIPII 7/8/2004 23.8830 152,134.71 6,370 SIPII 7/9/2004 23.8500 66,780.00 2,800
21 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------ ------- SIPII 7/20/2004 23.7681 5,252.75 221 SIPII 7/22/2004 23.7414 23,741.40 1,000 SIPII 7/26/2004 23.8857 462,474.92 19,362 SIPII 9/14/2004 28.8000 93,600.00 3,250 SIPII 9/15/2004 28.7938 37,431.94 1,300 SIPII 1/4/2005 33.4396 47,383.91 1,417 SIPII 1/5/2005 33.0083 25,746.47 780 SIPII 1/7/2005 33.0500 15,037.75 455 SIPII 1/10/2005 32.8662 19,226.73 585 SIPII 1/12/2005 32.7473 21,285.75 650 SIPII 1/13/2005 32.5883 25,418.87 780 SIPII 1/20/2005 32.0215 20,813.98 650 SIPII 1/20/2005 31.9062 20,739.00 650 SIPII 1/21/2005 32.2526 80,631.50 2,500 SIPII 2/18/2005 33.2464 21,610.16 650 SIPII 2/22/2005 32.9467 39,404.25 1,196 SIPII 2/23/2005 32.5352 22,839.71 702 SIPII 3/10/2005 32.5127 14,793.28 455 SIPII 3/16/2005 32.5300 14,801.15 455 SIPII 4/28/2005 32.5011 113,754.00 3,500 SIPII 7/26/2005 35.6500 17,611.10 494 SIPII 8/2/2005 35.6163 41,208.06 1,157 SIPII 8/5/2005 35.5153 41,552.90 1,170 SIPII 8/9/2005 35.3609 22,065.20 624 SIPII 8/15/2005 35.2225 46,705.04 1,326 SIPII 8/26/2005 34.8000 16,182.00 465 SIPII 11/21/2005 34.8111 62,660.00 1,800 SIPII 12/8/2005 35.0904 17,369.75 495 SIPII 12/21/2005 35.0632 25,245.49 720 SIPII 12/27/2005 34.8646 45,498.34 1,305 SIPII 12/29/2005 34.6093 35,301.49 1,020 SIPII 12/30/2005 34.4608 59,444.87 1,725 SIPII 1/3/2006 34.6825 21,329.75 615 SIPII 1/11/2006 34.981 22,597.70 646 SIPII 1/12/2006 34.9108 70,031.00 2,006 SIPII 1/17/2006 34.8543 132,446.20 3,800 SIPII 2/6/2006 35.0633 52,595.00 1,500 Total 3,276,627.99 121,351 Seidman & Clients 4/27/2004 24.05 40885 1700 Seidman & Clients 7/13/2004 24 192000 8000 Seidman & Clients 7/9/2004 23.8516 59629 2500 Seidman & Clients 7/9/2004 23.8516 59629 2500 Seidman & Clients 10/1/2003 21.815 10907.5 500 Seidman & Clients 12/15/2005 36.0421 3604.21 100 Seidman & Clients 10/1/2003 21.815 10907.5 500 Seidman & Clients 7/13/2004 24.016 24015.95 1000 Seidman & Clients 10/1/2003 21.7502 21750.15 1000 Seidman & Clients 7/13/2004 24.0137 38421.95 1600 Seidman & Clients 10/17/2005 34.5392 17269.6 500 Seidman & Clients 12/15/2005 35.6164 8904.1 250 Seidman & Clients 10/1/2003 21.7502 21750.15 1000 Seidman & Clients 7/13/2004 24.0635 15039.7 625 Seidman & Clients 10/17/2005 34.4733 34473.25 1000 Seidman & Clients 12/20/2005 35.4036 35403.55 1000
22 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------ ------- Seidman & Clients 10/1/2003 21.7502 21750.15 1000 Seidman & Clients 7/13/2004 24.0635 15039.7 625 Seidman & Clients 10/17/2005 34.4733 34473.25 1000 Seidman & Clients 12/20/2005 35.3966 53094.85 1500 Seidman & Clients 3/30/2004 24.5124 49024.85 2000 Seidman & Clients 7/13/2004 24.013 48025.95 2000 Seidman & Clients 10/1/2003 21.815 10907.5 500 Seidman & Clients 7/13/2004 24.0446 18033.45 750 Seidman & Clients 12/15/2005 35.4036 35403.55 1000 Seidman & Clients 7/13/2004 24.1274 9650.95 400 Seidman & Clients 7/9/2004 23.852 47704 2000 Seidman & Clients 8/3/2004 28.6703 4300.55 150 Seidman & Clients 7/9/2004 23.8518 53404.15 2239 Seidman & Clients 7/15/2004 23.9948 18260.01 761 Seidman & Clients 8/6/2003 18.37 5511 300 Seidman & Clients 7/8/2004 23.9965 20397 850 Total 1,064,375.29 41,550 Broad Park 1/4/2005 33.4396 25,514.41 763 Broad Park 1/5/2005 33.0083 13,863.49 420 Broad Park 1/7/2005 33.0500 8,097.25 245 Broad Park 1/10/2005 32.8662 10,352.85 315 Broad Park 1/12/2005 32.7473 11,461.56 350 Broad Park 1/13/2005 32.5883 13,687.09 420 Broad Park 1/20/2005 32.0215 11,207.53 350 Broad Park 1/20/2005 31.9114 11,169.00 350 Broad Park 2/18/2005 33.2464 11,636.24 350 Broad Park 2/22/2005 32.9467 18,186.58 552 Broad Park 2/23/2005 32.5352 10,541.40 324 Broad Park 3/10/2005 32.5127 6,827.67 210 Broad Park 3/16/2005 32.5300 6,831.30 210 Broad Park 4/8/2005 33.7500 198,281.25 5,875 Broad Park 4/29/2005 32.3710 99,767.42 3,082 Broad Park 7/1/2005 35.7500 339,053.00 9,484 Broad Park 7/26/2005 35.6500 6,773.50 190 Broad Park 8/2/2005 35.6163 15,849.25 445 Broad Park 8/5/2005 35.5153 15,981.89 450 Broad Park 8/9/2005 35.3609 8,486.62 240 Broad Park 8/15/2005 35.2225 17,963.48 510 Broad Park 8/26/2005 34.8000 5,394.00 155 Broad Park 10/5/2005 33.8800 1,000,747.00 29,538 Broad Park 12/8/2005 35.1712 5,803.25 165 Broad Park 12/21/2005 35.1188 8,428.50 240 Broad Park 12/27/2005 34.8953 15,179.45 435 Broad Park 12/29/2005 34.6485 11,780.50 340 Broad Park 12/30/2005 34.4840 19,828.29 575 Broad Park 1/3/2006 34.7476 7,123.25 205 Broad Park 1/11/2006 35.1004 4,668.35 133 Broad Park 1/12/2006 34.9492 14,434.03 413 Broad Park 3/6/2006 35.7353 214,412.00 6,000 Total 2,169,331.40 63,334 Federal 8/6/2003 18.7221 33,156.87 1,771 Federal 8/7/2003 18.3357 23,836.38 1,300 Federal 10/1/2003 21.1100 21,110.00 1,000
23 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------ ------- Federal 3/8/2004 23.9600 10,542.40 440 Federal 3/11/2004 23.9475 52,684.50 2,200 Federal 3/16/2004 23.6163 8,312.94 352 Federal 3/19/2004 23.6417 31,207.04 1,320 Federal 3/23/2004 23.6300 20,534.47 869 Federal 3/24/2004 23.6400 20,803.20 880 Federal 4/13/2004 24.0000 9,240.00 385 Federal 4/14/2004 23.9900 44,333.52 1,848 Federal 4/15/2004 24.0200 16,117.42 671 Federal 4/19/2004 24.0500 11,111.10 462 Federal 5/6/2004 24.2288 21,321.34 880 Federal 5/7/2004 24.1000 14,580.50 605 Federal 5/10/2004 24.0451 54,221.70 2,255 Federal 5/11/2004 23.8760 65,659.00 2,750 Federal 5/12/2004 23.7959 46,330.62 1,947 Federal 5/18/2004 23.8500 4,722.30 198 Federal 6/2/2004 24.0383 15,865.28 660 Federal 6/7/2004 24.4300 107,492.00 4,400 Federal 6/9/2004 24.3500 200,887.50 8,250 Federal 6/22/2004 23.9857 18,468.99 770 Federal 7/1/2004 24.9012 23,556.54 946 Federal 7/7/2004 24.0232 78,748.05 3,278 Federal 7/8/2004 23.8830 119,534.42 5,005 Federal 7/9/2004 23.8500 52,470.00 2,200 Federal 7/22/2004 23.7414 23,741.40 1,000 Federal 7/26/2004 23.8857 363,373.15 15,213 Federal 9/14/2004 28.8000 72,000.00 2,500 Federal 9/15/2004 28.7938 28,793.80 1,000 Federal 1/4/2005 33.4396 32,804.25 981 Federal 1/5/2005 33.0083 17,824.48 540 Federal 1/7/2005 33.0500 10,410.75 315 Federal 1/10/2005 32.8662 13,310.81 405 Federal 1/12/2005 32.7473 14,736.29 450 Federal 1/13/2005 32.5883 17,597.68 540 Federal 1/20/2005 32.0215 14,409.68 450 Federal 1/20/2005 31.9089 14,359.00 450 Federal 2/18/2005 33.2464 14,960.88 450 Federal 2/22/2005 32.9467 27,279.87 828 Federal 2/23/2005 32.5352 15,812.11 486 Federal 3/10/2005 32.5127 10,241.50 315 Federal 3/16/2005 32.5300 10,246.95 315 Federal 4/29/2005 32.3710 99,735.05 3,081 Federal 7/26/2005 35.6500 12,192.30 342 Federal 8/2/2005 35.6163 28,528.66 801 Federal 8/5/2005 35.5153 28,767.39 810 Federal 8/9/2005 35.3609 15,275.91 432 Federal 8/15/2005 35.2225 32,334.26 918 Federal 8/26/2005 34.8000 10,788.00 310 Federal 12/8/2005 35.1106 11,586.50 330 Federal 12/21/2005 35.0771 16,836.99 480 Federal 12/27/2005 34.8723 30,338.89 870 Federal 12/29/2005 34.6191 23,541.00 680 Federal 12/30/2005 34.4666 39,636.58 1,150 Federal 1/3/2006 34.6988 14,226.50 410 Federal 1/11/2006 35.0670 5,996.45 171
24 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------ ------- Federal 1/12/2006 34.9385 18,552.32 531 Total 2,217,087.48 85,196 PIP 8/6/2003 18.7217 38,772.70 2,071 PIP 8/7/2003 18.3351 29,336.16 1,600 PIP 10/1/2003 21.1100 31,665.00 1,500 PIP 3/8/2004 23.9600 14,376.00 600 PIP 3/11/2004 23.9475 71,842.50 3,000 PIP 3/16/2004 23.6163 11,335.82 480 PIP 3/19/2004 23.6417 42,555.06 1,800 PIP 3/23/2004 23.6300 28,001.55 1,185 PIP 3/24/2004 23.6400 28,368.00 1,200 PIP 4/13/2004 24.0000 12,600.00 525 PIP 4/14/2004 23.9900 60,454.80 2,520 PIP 4/15/2004 24.0200 21,978.30 915 PIP 4/19/2004 24.0500 15,151.50 630 PIP 5/6/2004 24.2288 29,074.56 1,200 PIP 5/7/2004 24.1000 19,882.50 825 PIP 5/10/2004 24.0451 73,938.68 3,075 PIP 5/11/2004 23.8760 89,535.00 3,750 PIP 5/12/2004 23.7959 63,178.11 2,655 PIP 5/18/2004 23.8500 6,439.50 270 PIP 6/2/2004 24.0383 21,634.47 900 PIP 6/7/2004 24.4300 146,580.00 6,000 PIP 6/9/2004 24.3500 273,937.50 11,250 PIP 6/22/2004 23.9857 25,184.99 1,050 PIP 7/1/2004 24.9012 32,122.55 1,290 PIP 7/7/2004 24.0232 107,383.70 4,470 PIP 7/8/2004 23.8830 163,001.48 6,825 PIP 7/9/2004 23.8500 71,550.00 3,000 PIP 7/20/2004 23.7700 4,754.00 200 PIP 7/22/2004 23.7401 35,111.61 1,479 PIP 7/26/2004 23.8857 495,508.85 20,745 PIP 9/14/2004 28.8000 93,600.00 3,250 PIP 9/15/2004 28.7938 37,431.94 1,300 PIP 1/4/2005 33.4396 43,739.00 1,308 PIP 1/5/2005 33.0083 23,765.98 720 PIP 1/7/2005 33.0500 13,881.00 420 PIP 1/10/2005 32.8662 17,747.75 540 PIP 1/12/2005 32.7473 19,648.38 600 PIP 1/13/2005 32.5883 23,463.58 720 PIP 1/20/2005 32.0215 19,212.90 600 PIP 1/20/2005 31.9067 19,144.00 600 PIP 2/18/2005 33.2464 19,947.84 600 PIP 2/22/2005 32.9467 36,373.16 1,104 PIP 2/23/2005 32.5352 21,082.81 648 PIP 3/10/2005 32.5127 13,655.33 420 PIP 3/16/2005 32.5300 13,662.60 420 PIP 7/26/2005 35.6500 14,901.70 418 PIP 8/2/2005 35.6163 34,868.36 979 PIP 8/5/2005 35.5153 35,160.15 990 PIP 8/9/2005 35.3609 18,670.56 528 PIP 8/15/2005 35.2225 39,519.65 1,122 PIP 1/3/2006 23.3647 -876,621.00 -37,519 Total 1,748,110.58 66,778
25 EXHIBIT B
COST DATE PER ENTITY PURCH SHARE COST SHARES - ------------------------------ ---------- -------- ------------- ------- Dennis Pollack & Family 2/28/2003 16.9513 3,390.25 200 Dennis Pollack & Family 3/7/2003 16.9316 13,545.25 800 Dennis Pollack & Family 1/28/2004 25.0678 25,067.75 1,000 Dennis Pollack & Family 3/24/2004 23.8204 3,334.85 140 Dennis Pollack & Family 3/31/2004 24.5695 15,577.08 634 Dennis Pollack & Family 4/8/2004 24.5756 8,994.67 366 Dennis Pollack & Family 4/8/2004 24.6205 12,310.25 500 Dennis Pollack & Family 4/21/2004 24.3007 14,580.40 600 Dennis Pollack & Family 4/21/2004 24.3107 4,667.65 192 Dennis Pollack & Family 4/21/2004 24.3581 17,245.52 708 Dennis Pollack & Family 5/12/2004 23.7500 14,250.00 600 Dennis Pollack & Family 5/12/2004 23.8105 11,905.25 500 Dennis Pollack & Family 5/21/2004 24.8171 24,817.13 1,000 Dennis Pollack & Family 6/2/2004 24.5665 24,566.50 1,000 Dennis Pollack & Family 7/9/2004 24.0575 16,840.25 700 Dennis Pollack & Family 7/12/2004 24.0550 25,498.25 1,060 Dennis Pollack & Family 7/12/2004 24.1105 12,055.25 500 Dennis Pollack & Family 7/12/2004 24.1105 12,055.25 500 Dennis Pollack & Family 7/12/2004 24.1105 12,055.25 500 Dennis Pollack & Family 7/15/2004 24.0405 12,020.25 500 Dennis Pollack & Family 7/15/2004 24.1205 12,060.25 500 Dennis Pollack & Family 7/15/2004 24.1305 12,065.25 500 Dennis Pollack & Family 1/28/2005 31.5820 15,791.00 500 Dennis Pollack & Family 1/28/2005 31.5600 15,780.00 500 Dennis Pollack & Family 1/28/2005 31.6900 15,845.00 500 Dennis Pollack & Family 1/28/2005 31.6600 15,830.00 500 Dennis Pollack & Family 10/10/2005 33.7347 36,264.75 1,075 Dennis Pollack & Family 10/10/2005 33.7800 1,689.00 50 Dennis Pollack & Family 10/10/2005 33.7460 12,654.75 375 Dennis Pollack & Family 1/31/2006 36.3401 21,804.06 600 Dennis Pollack & Family 1/31/2006 36.3330 27,249.75 750 Dennis Pollack & Family 1/31/2006 36.6518 4,031.70 110 Dennis Pollack & Family 1/31/2006 36.7641 3,124.95 85 Total 478,967.51 18,045 Robinson Patrick A.* 2/23/06 36.5900 14,526.23 397 Robinson Patrick A.* 2/24/06 36.5700 12,726.36 348 Total 27,252.59 745 Schechter Harold** 2/23/06 37.0300 3,758.95 100 Total 3,758.95 100 Grand Total 24,747,475.44 903,039
*These shares are owned jointly with Mr. Robinson's wife. Mr. Robinson has sole dispositive and voting discretion regarding these shares. **These shares are owned jointly with Mr. Schechter's wife. Mr. Schechter has sole dispositive and voting discretion regarding these shares. 26 P R O X Y THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF YARDVILLE NATIONAL BANCORP BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE AND FOR THE COMMITTEE NOMINEES LISTED BELOW. ANNUAL MEETING OF SHAREHOLDERS The undersigned hereby appoints Lawrence Seidman and Arthur Wein, with full power of substitution as proxy for the undersigned, to vote all shares of common stock, of Yardville National Bancorp,(the "Company"), which the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on May 3, 2006, or any adjournment(s) or postponement(s) thereof (the "Meeting"), as follows: 1. ELECTION OF DIRECTORS - To elect LAWRENCE SEIDMAN OR HAROLD SCHECHTER DENNIS POLLACK PATRICK ROBINSON - -- FOR -- WITHHOLD -- FOR -- WITHHOLD -- FOR -- WITHHOLD -- FOR --WITHHOLD To withhold authority to vote for the election of Lawrence Seidman, Dennis Pollack, Patrick Robinson, or Harold Schechter, write the respective name(s) in the following space(s) or withhold authority for either by placing an X next to Withhold. UNTIL THE ISSUE OF MR. SEIDMAN'S ELIGIBILITY IS DETERMINED BY THE SUPERIOR COURT OF NEW JERSEY, CHANCERY COURT OF PASSAIC COUNTY, IF YOU VOTE FOR MR. SEIDMAN, AND HE IS NOT ELIGIBLE, YOUR VOTE WILL BE CAST FOR MR. SCHECHTER. IF MR. SEIDMAN IS ELIGIBLE, THEN YOUR VOTE WILL BE CAST FOR MR. SEIDMAN. 2. APPOINTMENT OF KPMG, LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006: For ___ Against ___ Abstain __ IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder. Unless otherwise specified, this proxy will be voted "FOR" the election of the Committee's Nominees as a Director and "FOR" the appointment of KPMG, LLP, the independent accountants. This proxy revokes all prior proxies given by the undersigned. In his discretion, the proxy is authorized to vote upon such other business as may properly come before the meeting, or any adjournments or postponements thereof, as provided in the proxy statement provided herewith. Please sign exactly as your name appears hereon or on your proxy cards previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full 27 corporation name by the President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. This proxy card votes all shares held in all capacities. Dated: ---------------------------------- ----------------------------------------- (Signature) ----------------------------------------- (Signature, if jointly held) Title: ---------------------------------- PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY. 28 Exhibit A AGREEMENT BY AND BETWEEN Yardville National Bank Yardville, New Jersey and The Office of the Comptroller of the Currency Yardville National Bank, Yardville, New Jersey ("Bank") and the Comptroller of the Currency of the United States of America ("Comptroller") wish to protect the interests of the depositors, other customers, and Shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules and regulations. The Comptroller, through his/her National Bank Examiner, has examined the Bank, and his/her findings are contained in the Report of Examination ("ROE") for the examination that commenced on January 3, 2005. In consideration of the above premises, it is agreed, between the Bank, by and through its duly elected and Board of Directors ("Board"), and the Comptroller, through his authorized representative, that the Bank shall operate at all times in compliance with the articles of this Agreement. ARTICLE I JURISDICTION (1) This Agreement shall be construed to be a "written agreement entered into with the agency" within the meaning of 12 U.S.C. Section 1818(b)(1). (2) This Agreement shall be construed to be a "written agreement between such depository institution and such agency" within the meaning of 12 U.S.C. Section 1818(e)(1) and 12 U.S.C. Section 1818(i)(2). (3) This Agreement shall be construed to be a "formal written agreement" within the meaning of 12 C.F.R. Section 5.51(c)(6)(ii). See 12 U.S.C. Section 1831i. (4) This Agreement shall be construed to be a "written agreement" within the meaning of 12 U.S.C. Section 1818(u)(1)(A). (5) All reports or plans which the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to this Agreement shall be forwarded to: Kristin A. Kiefer Assistant Deputy Comptroller New York Metro West 343 Thornall Street, Suite 610 Edison, New Jersey 08837 ARTICLE II COMPLIANCE COMMITTEE (1) Within sixty (60) days, the Board shall appoint a Compliance Committee of at least six (6) Directors, of which no more than three (3) shall be employees of the Bank or any of its affiliates (as the term "affiliate" is defined in 12 U.S.C. Section 371c(b)(1)), or a family member of any such person. Upon appointment, the names of the members of the Compliance Committee shall be submitted in writing to the Assistant Deputy Comptroller. The Compliance Committee shall be responsible for 29 Exhibit A monitoring and coordinating the Bank's adherence to the provisions of this Agreement. (2) The Compliance Committee shall meet at least monthly. (3) Within thirty (30) days of the appointment of the Committee and quarterly thereafter, the Compliance Committee shall submit a written progress report to the Board setting forth in detail: (a) Actions taken to comply with each Article of this Agreement; and (b) The results of those actions. (c) A description of the actions needed to achieve full compliance with each Article of this Agreement. (4) The Board shall forward a copy of the Compliance Committee's report, with any additional comments by the Board, to the Assistant Deputy Comptroller. ARTICLE III BOARD AND MANAGEMENT SUPERVISION (1) Within ninety (90) days, the Board and management shall strengthen supervision presently being provided to the Bank by assessing the Board of Director's effectiveness, the Bank's management structure, and staffing requirements in light of the Bank's present condition. At a minimum, the Board and management shall assess: (a) For the Board: (i) The Board's strengths and weaknesses, including an analysis of the necessary qualifications and skills for individual members to serve as effective directors and properly supervise the bank's affairs; (ii) An assessment of the Board committees, especially the Audit Committee, to ensure members are knowledgeable of what is required to establish an effective audit program and capable of implementing this program; (iii) An assessment of individual members qualifications and skills compared to necessary qualifications and skills to properly supervise the bank's affairs; (iv) An assessment of whether Board members are receiving adequate information on the operation of the Bank to enable them to fulfill their fiduciary responsibilities and other responsibilities under law; (v) Recommendations to correct or eliminate any other deficiencies in the supervision or organizational structure of the Bank. 30 Exhibit A (b) For management: (i) The identification of present and future management and staffing requirements of each area of the Bank, with particular emphasis given to the commercial lending, credit administration, loan workout, compliance (especially Bank Secrecy Act area), audit, risk management, and financial areas; (ii) An evaluation of current lines of authority, reporting responsibilities and delegation of duties for all officers, including identification of any overlapping duties or responsibilities; (iii) An evaluation of each senior officer's qualifications and abilities, at a minimum for senior vice president and above, and a determination of whether each of these individuals possesses the experience and other qualifications required to perform present and anticipated duties of his/her officer position; (iv) An evaluation of each objective by which management's effectiveness will be measured; (v) Recommendations as to whether management or staffing changes should be made, including the need for additions to or deletions from the current management team; and (vi) A training program to address identified weaknesses in the skills and abilities of the Bank's staff and management team. (2) Within (90) days, the Board shall ensure that the bank has completed a bank wide risk assessment that discusses and reviews all risks relevant to the bank (e.g. credit, interest rate, liquidity, price, transaction, compliance, strategic, and reputation) and including new products and services being considered. The risk assessment should describe for each risk the current risk position, the likely direction of risk over the next twelve months, and the controls in place to mitigate risks. Findings from the risk assessment should be submitted to and reviewed by the Board. (3) Within ninety (90) days the Board shall develop, implement, and thereafter ensure Bank adherence to a written plan, with specific time frames, that will correct any deficiencies identified as part of the reviews required. (4) The Board shall ensure that the Bank has satisfactory processes, personnel, and control systems to ensure implementation of and adherence to the plan developed pursuant to this Article. (5) Copies of the Board's written plan shall be forwarded to the Assistant Deputy Comptroller. The Assistant Deputy Comptroller shall retain the right to determine the adequacy of the report and its compliance with the terms of this Agreement. In the event the written plan, or any portion thereof, is not implemented, the Board 31 Exhibit A shall immediately advise the Assistant Deputy Comptroller, in writing, of specific reasons for deviating from the plan. ARTICLE IV CREDIT RISK (1) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a written program to improve credit risk processes, especially for problem loan management. The program shall include, but not be limited to: (a) Review and/or development of adequate procedures to ensure accuracy of risk ratings and proper and timely problem loan identification; (b) Review and/or development of adequate procedures to ensure appropriate non accrual designations, along with proper accounting treatment; (c) Review and/or development of adequate procedures to obtain independent valuations, including liquidation values with sales and marketing costs deducted, for collateral on problem loans; (d) Review and/or development of adequate procedures to ensure sufficient specific loan loss allocations as part of the impairment analysis required by FAS 114 on loan impairment; and (e) Review and/or development of adequate procedures to ensure timely recognition of loan losses, within the quarter of discovery, and in accordance with SFAS 5. (2) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a written program to improve problem loan management. The program shall include, but not be limited to: (a) Procedures for improving the overall quality, including substance and specificity, of the problem loan reports i.e. Classified Credit Memoranda (CCM's) for the following: (i) Brief description of the borrower's background, causes of problems, and delinquency and accrual status. (ii) Basis for the criticism with specific triggering events and timeframes for upgrading or downgrading risk ratings. 32 Exhibit A (iii) Specific workout strategies to remove the basis for criticism, target dates, and performance criteria to measure progress toward resolution. Reasons why an objective was not met and alternative courses of action in the event the primary strategy is not feasible. (iv) Rationale supporting specific loan loss allocations as required by FAS 114 for loan impairment. (v) Losses taken to date and estimates of possible additional losses in succeeding quarters or the full year. (3) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a written program to strengthen general loan administration. The program shall include, but not be limited to: (a) Complete revision of the general credit policy, submit the final version to the Board for approval, and ensure it is effectively implemented. (b) Amend policies to include the frequency and type (e.g. compilation, review, or CPA audited) of financial statements required based on the loan size and risk. Also, clarify interim financial statement requirements. (c) Improve quality and timeliness of credit analysis in credit approvals and ongoing analysis when updated financials are received, specifically for business operations, management, markets, competition, etc. and discuss reasons for changes in performance. (d) Review reasonableness of concentrations of credit to the nursing home and hospitality industries and make changes as appropriate. At a minimum, adopt aggregate Board approved limits for these concentrations of credit due to their larger size and the specialized nature of the industries. (e) Ensure the credit administration officer's lending authority, carried over from a prior position, is promptly retracted to improve separation of the credit line management from credit administration. (f) Review adequacy of policies and procedures to ensure adherence with Banking Circular 181 -- Purchases of Loans in Whole or In Part-Participations, dated August 2, 1984. 33 Exhibit A (g) Review adequacy of policies and practices governing loan covenants to ensure they effectively are used to obtain necessary and satisfactory financial information and require borrower's to comply with key financial items like debt service coverage, leverage, minimum working capital, minimum net worth, etc. Also, policies should discuss the process for tracking covenants and documenting covenant noncompliance. (h) Improve credit file documentation to reflect the borrower's current status, analysis of repayment ability, and general written memos supporting account officer's conclusions. (i) Review adequacy of procedures for tracking and following up on open credit file documentation items to ensure they are sufficient to include tasks outsourced to attorneys. (4) Within sixty (60) days, the Board shall develop, implement, and thereafter ensure Bank adherence to a written program to enhance the Allowance for Loan and Lease Losses (ALLL). The program shall include, but not be limited to: (a) Improve analysis of the ALLL by segmenting the large "Commercial General" migration loan pool into several smaller pools consisting of loans with similar risk characteristics, which would provide more meaningful and accurate analysis. (b) Expand use of impairment analyses on individual loans as required in FAS 114, which typically would include loans classified doubtful, large loans classified substandard, non-accrual loans, and other large exposures with unique risks. Also, clear documentation must be maintained supporting the basis for impairment amounts (uniform template forms may help facilitate the analysis). (c) Amend the ALLL policy to describe loans requiring impairment analyses, line officer/line management responsibilities for developing impairment calculations, and requirements for documentation supporting impairment analyses. (d) Expand ALLL information forwarded to the Board to include qualitative factors impacting ALLL adequacy. (5) The Board shall submit a copy of the above revised programs to the Assistant Deputy Comptroller. (6) At least quarterly, the Board shall prepare a written assessment of the bank's credit risk, which shall evaluate the Bank's progress under the aforementioned programs. The Board shall submit a copy of this assessment to the Assistant Deputy Comptroller. (7) The Board shall ensure that the Bank has sufficient processes, personnel, and control systems to ensure implementation of and adherence to the programs developed pursuant to this Article. 34 Exhibit A ARTICLE V MATTERS REQUIRING ATTENTION Within ninety (90) days, the Board and management shall address the Matters Requiring Attention cited in the Report of Examination that relate to Compliance Management and Information Security. ARTICLE VI INTERNAL AUDIT (1) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to an independent, internal audit program that includes the following: (a) Revise policies and procedures to improve effectiveness of Board Audit Committee oversight to ensure an adequate internal audit program, qualified and sufficient internal audit staff, timely correction of identified deficiencies, and an effectively administered audit program. (b) Strengthen the internal audit program by performing the following: (i) Engage an independent firm to review the recently completed self-assessments of Audit Committee members to determine adequacy of their qualifications and their independence; (ii) Engage an independent firm to evaluate qualifications of the internal audit manager and internal audit staff as well as the audit manager's administrative capabilities; (iii) Revise the internal audit risk assessment and resulting schedule to ensure they are risk based and include all significant areas of bank operations and important processes; (iv) Review and revise procedures to ensure they are sufficient to properly enforce management accountability for correcting identified deficiencies; (v) Improve the quality of internal audit reports to ensure the scope and coverage is clear and reasonable, provide useful and specific recommendations, and detail individual loans or other matters with deficiencies. (2) As part of this audit program, the Board shall evaluate the audit reports of any third party providing services to the Bank, and shall assess the impact on the Bank of any audit deficiencies cited in such reports. (3) The Board shall ensure that the audit function is supported by an adequately staffed department or outside firm, with respect to both the experience level and number of the individuals employed. 35 Exhibit A (4) The Board shall ensure that the audit program is independent. The persons responsible for implementing the internal audit program described above shall report directly to the Audit Committee of the Board, which shall have the sole power to direct their activities. All reports prepared by the audit staff shall be filed directly with the Board and not through any intervening party. (5) If the Board becomes aware of one or more "material weaknesses" in the "internal control structure and procedures for financial reporting," and if the weaknesses are not corrected within the quarter identified, the Board must notify the management of the Yardville National Bancorp of the existence of the "material weaknesses." For purposes of this Article, "material weaknesses" and "internal control structure and procedures for financial reporting," have the same meaning as the terms are used in Section 404 of the Sarbanes-Oxley Act of 2002 and Statement on Auditing Standards No. 60 ("SAS 60"), respectively. (6) Upon adoption, a copy of the internal audit program shall be promptly submitted to the Assistant Deputy Comptroller. ARTICLE VII CAPITAL ADEQUACY (1) The Bank shall achieve by November 30, 2005 and thereafter maintain the following capital levels (as defined in 12 C.F.R. Part 3): (a) Total risk based capital equal to ten and three quarter percent (10.75%); (b) Tier 1 capital at least equal to nine and three quarter percent (9.75%) of risk-weighted assets; (c) Tier 1 capital at least equal to seven and one half percent (7.5%) of adjusted total assets. (2) The requirement in this Agreement to meet and maintain a specific capital level means that the Bank may not be deemed to be "well capitalized" for purposes of 12 U.S.C. Section 1831o and 12 C.F.R. Part 6 pursuant to 12 C.F.R. Section 6.4(b)(1)(iv). (3) The Board shall not declare and the Bank may not pay a dividend except as provided by 12 U.S.C.Sections 56 and 60 and with the prior written approval of the Assistant Deputy Comptroller. ARTICLE VIII CLOSING (1) Although the Board has agreed to submit certain programs and reports to the Assistant Deputy Comptroller for review or prior written determination of no supervisory objection, the Board has the ultimate responsibility for proper and sound management of the Bank. (2) It is expressly and clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him by the several laws of the United States of America to undertake any action affecting the Bank, nothing in this Agreement shall in any way inhibit, estop, bar, or otherwise prevent the Comptroller from so doing. 36 Exhibit A (3) Any time limitations imposed by this Agreement shall begin to run from the effective date of this Agreement. Such time requirements may be extended in writing by the Assistant Deputy Comptroller for good cause upon written application by the Board. (4) The provisions of this Agreement shall be effective upon execution by the parties hereto and its provisions shall continue in full force and effect unless or until such provisions are amended in writing by mutual consent of the parties to the Agreement or excepted, waived, or terminated in writing by the Comptroller. (5) This Agreement is intended to be, and shall be construed to be, a supervisory "written agreement entered into with the agency" as contemplated by 12 U.S.C. Section 1818(b)(1), and expressly does not form, and may not be construed to form, a contract binding on the OCC or the United States. Notwithstanding the absence of mutuality of obligation, or of consideration, or of a contract, the OCC may enforce any of the commitments or obligations herein undertaken by the Bank under its supervisory powers, including 12 U.S.C. Section 1818(b)(1), and not as a matter of contract law. The Bank expressly acknowledges that neither the Bank nor the OCC has any intention to enter into a contract. The Bank also expressly acknowledges that no OCC officer or employee has statutory or other authority to bind the United States, the U.S. Treasury Department, the OCC, or any other federal bank regulatory agency or entity, or any officer or employee of any of those entities to a contract affecting the OCC's exercise of its supervisory responsibilities. The terms of this Agreement, including this paragraph, are not subject to amendment or modification by any extraneous expression, prior agreements or prior arrangements between the parties, whether oral or written. IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller, has hereunto set his/her hand on behalf of the Comptroller. Kristin A. Kiefer August 31, 2005 Kristin A. Kiefer Date Assistant Deputy Comptroller New York Metro West IN TESTIMONY WHEREOF, the undersigned, as the duly elected and Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank. James E. Bartolomei August 31, 2005 James E. Bartolomei Date Elbert G. Basolis, Jr. August 31, 2005 37 Exhibit A Elbert G. Basolis, Jr. Date Lorraine Buklad August 31, 2005 Lorraine Buklad Date Jay G. Destribats August 31, 2005 Jay G. Destribats Date Anthony M. Giampetro, MD August 31, 2005 Anthony M. Giampetro, MD Date Sidney L. Hofing August 31, 2005 Sidney L. Hofing Date Gilbert W. Lugossy August 31, 2005 Gilbert W. Lugossy Date Samuel D. Marrazzo Date Louis R. Matlack, PhD August 31, 2005 Louis R. Matlack, PhD Date George D. Muller Date Patrick M. Ryan August 31, 2005 38 Exhibit A Patrick M. Ryan Date Martin Tuchman August 31, 2005 Martin Tuchman Date F. Kevin Tylus August 31, 2005 F. Kevin Tylus Date Christopher S. Vernon August 31, 2005 Christopher S. Vernon Date Robert Workman August 31, 2005 Robert Workman Date 39 CORRESP 2 filename2.txt LAWRENCE SEIDMAN, ESQ. 100 Misty Lane Parsippany, NJ 07054 (973) 952-0405 (973) 781-0876 fax March 14, 2006 Via Federal Express Mr. Michael Pressman, Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Yardville National Bancorp PREC 14A filed by Committee to Preserve Shareholder Value Filed on March 2, 2006 File No. 1-10518 "Tandy Statement" Dear Ladies and Gentlemen: Each Filing Person and Participant of the Committee to Preserve Shareholder Value, which consists of Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., Broad Park Investors, L.L.C., Federal Holdings, LLC, Pollack Investment Partnership, LP, Lawrence Seidman, Dennis Pollack, Patrick Robinson, and Harold Schechter, in response to the comments of the Staff of the Securities and Exchange Commission (the "Staff") commenting on the above-referenced preliminary proxy statement and form of proxy (collectively, the "Proxy Statement") for use in conjunction with an annual meeting of stockholders of Yardville National Bancorp hereby acknowledge that: o Each Filing Person and Participant is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement; o Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the Proxy Statement; and o Each Filing Person and Participant may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States. Very truly yours, Seidman & Associates, LLC By: /ss/ Lawrence B. Seidman --------------------------------- Lawrence B. Seidman Manager Seidman Investment Partnership, LP By: /ss/ Lawrence B. Seidman --------------------------------- Lawrence B. Seidman President of the Corporate General Partner Seidman Investment Partnership II, LP By: /ss/ Lawrence B. Seidman --------------------------------- Lawrence B. Seidman President of the Corporate General Partner Broad Park Investors,LLC By: /ss/ Lawrence B. Seidman --------------------------------- Lawrence B. Seidman Investment Manager Federal Holdings, LLC By: /ss/ Lawrence B. Seidman --------------------------------- Lawrence B. Seidman Investment Manager Pollack Investment Partnership, LP By: /ss/ Lawrence B. Seidman --------------------------------- Lawrence B. Seidman General Partner By: /ss/ Lawrence B. Seidman --------------------------------- Lawrence Seidman By: /ss/ Dennis Pollack --------------------------------- Dennis Pollack By: /ss/ Patrick Robinson --------------------------------- Patrick Robinson By: /ss/ Harold Schechter --------------------------------- Harold Schechter CORRESP 3 filename3.txt LAWRENCE SEIDMAN, ESQ. 100 Misty Lane Parsippany, NJ 07054 (973) 952-0405 (973) 781-0876 fax March 14, 2006 Via Federal Express Mr. Michael Pressman, Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Yardville National Bancorp PREC 14A filed by Committee to Preserve Shareholder Value Filed on March 2, 2006 File No. 1-10518 Dear Mr. Pressman: I am writing in response to your March 10, 2006 comment letter. The responses are numbered to correspond to the format of your comment letter. General Comment: 1. Revise these materials and any future materials, to clearly characterize each statement or assertion of opinion or belief as such. Note that a reasonable factual basis must exist for each such opinion or belief and support for opinions or beliefs should be self-evident, disclosed in the materials or provided to the staff on a supplemental basis. Please note, for example: o You state on page 3 that "the Company violated the agreement." o On page 4 you make several claims regarding the "bumps in the road" Response: 1. (A) The following sentences have been added: " Mr. Seidman's opinion is based upon the Company's refusal to allow him to meet with the Board of Directors, or attend any meetings with investment bankers he recommended to the Company. The Company also would not provide Mr. Seidman with requested information so he could respond to certain issues he had raised." Response Changed title to: The Company Has Incurred Several Problems 1. (B) The following changes have been made to page 4, paragraph 1: "Mr. Ryan has described several of the Bank's past operational difficulties as "bumps in the road." The following are situations which, in Mr. Seidman's opinion, were not beneficial to the Company. The only incident listed below specifically referred to by Mr. Ryan as a "bump in the road" was the raising of the $700 million described herein." Page 4, paragraph 2, "One such bump occurred in 2001..." has been deleted and changed to "In 2001..." Page 4, paragraph 3, "The next bump occurred in the fourth..." has been deleted and changed to "In the fourth..." Comment: 2. You identify each member of the committee to preserve shareholder value as a participant in the solicitation. See Instruction 3(a)(ii) and (iii) to Item 4 of Schedule 14A. Advise us, with a view toward revised disclosure, why these persons have not been identified as participants on the cover of Schedule 14A. Response: 2. The following will appear on the cover of the Schedule 14A: COMMITTEE TO PRESERVE SHAREHOLDER VALUE Seidman and Associates, L.L.C. Seidman Investment Partnership, L.P. Seidman Investment Partnership II, L.P. Broad Park Investors, L.L.C. Federal Holdings, L.L.C. Pollack Investment Partnership, L.P. Lawrence Seidman Dennis Pollack Patrick Robinson Harold Schechter Comment: 3. We understand the reasons why the proxy statement does not include a time, date, location or record date for the annual meeting. Advise us whether the participants intend to wait for the company to provide this required information and before mailing their proxy statement. If the participants expect to mail their proxy materials prior to the receipt of this information, please advise us how they intend to update the disclosure or disseminate any supplemental proxy materials. We believe that reliance on Rule 14a-5(c) before the company distributes the information to security holders would be inappropriate. Response: 3. The following paragraph from page 2 will be deleted and included in a supplemental letter to be sent to the Shareholders after the company mails its proxy material: "Please refer to the Company's proxy statement for a full description of management's proposals, the securities ownership of the Company, the share vote required to ratify each proposal, information about the Company's Officers and Directors, including compensation, information about the ratification of the appointment of KPMG, LLP, as independent auditors and the date by which Shareholders must submit proposals for inclusion at the next Annual Meeting." Comment: 4. Please expand your disclosure to discuss the bylaw prohibiting Mr. Seidman from being a director in greater detail. Please explain why the by-law prohibits Mr. Seidman from serving as a director, why your counsel believes the by-law is unenforceable and address the timing of any the lawsuits pertaining to the matter. Response: 4. The original paragraph has been amended as follows and will include a footnote on page 1: "On January 25, 2006, the Company's Board of Directors amended its By-laws and added Article II, Section 10 to its By-laws, which provided for certain qualifications of directors. See Form 8-K dated January 25, 2006, and filed on January 31, 2006.** It is the Company's position that the By-laws prohibit Mr. Seidman from being a director because he had a Cease and Desist Order entered against him which is covered by the amended By-laws. It is Mr. Seidman's counsel's opinion that the By-law amendment is unenforceable and not applicable to Mr. Seidman because he nominated himself before the amended By-laws were approved and because his Cease and Desist Order is not covered by the amended By-laws. A lawsuit challenging the By-law has been instituted by way of an Order to Show Cause in the Superior Court of New Jersey (Chancery Division) Passaic County. Therefore, Mr. Seidman's ability to be a nominee will be decided by the Court. Therefore, four (4) nominees have been nominated and if Mr. Seidman is eligible to be a director, Schechter's nomination will be withdrawn. If not, Mr. Schechter will be the nominee." ----------- **Article II Section 10(b) of the amended By-laws provides: Director Qualifications. A person is not qualified to serve as a director if he or she ....(b) is a person against whom a federal or state bank regulatory agency has issued a cease and desist order for conduct involving an unsafe or unsound practice in conducting the affairs of an insured depository institution, dishonesty, breach of trust, or money laundering, which order is final and not subject to appeal... Comment: The Company has incurred too many bumps in the Road, page 4. 5. Please provide us with a copy of the peer group analysis referenced on page 5. Response: 5. Enclosed please find a two page schedule entitled "Peer Group Analysis". Comment: The Price Received By All New Jersey Banks in the Last Two Years, page 7 6. Please confirm the Staffs understanding that the chart includes all New Jersey commercial bank acquisitions during the years noted or if you have utilized a particular set of transactions, please revise to explain why you have selected these transactions in particular. Response: 6. The chart includes all New Jersey commercial bank acquisitions during 2004 and 2005 with a market value greater than $25 million as noted thereon. The following sentence has been added to the paragraph referencing that the source of ratios is SNL Financial DataSource on pages 9 and 12: "SNL Financial is a nationally recognized company which collects, organizes, and distributes financial data for financial companies." Comment: 7. Please provide us with copies of the SNL materials from which you derive your analyses. Response: 7. Four pages titled Custom Report: M&A Deals from SNL Financial are being sent you under separate cover. Comment: Mr. Seidman's Past History of Promoting the Maximization of Shareholder Value, Page 10 8. Please expand your disclosure to explain in greater detail why you believe the actions of Mr. Seidman resulted in the outcomes discussed and why the outcomes discussed constitute the "maximization of shareholder value." Response: Changed title to: Mr. Seidman's Past History with Certain Financial Institutions 8. The following sentence was added in this section: "The following is Mr. Seidman's history with respect to certain financial institutions. Shareholders should not imply a correlation between Mr. Seidman's actions and the actions taken by the following financial institutions. It must be remembered, that with respect to the companies where Mr. Seidman, or his nominees, were on the board, they were a minority on the board. Where a company was sold after Mr. Seidman filed a Schedule 13D, and Mr. Seidman had no nominees on the Board, Mr. Seidman could not exert any influence on the board with respect to any decisions." Comment: Solicitation Expenses, Page 15 9. Please expand your disclosure to explain what effect broker non-votes will have on the vote. Refer to Item 21(b) of Schedule 14A. Response: 9. Since this is a contested election for directors, I do not anticipate there will be any broker non-votes. The broker non-votes should have no effect on the outcome of the vote. The following was added on page 2: "Every Shareholder should be aware that if his shares are held through a bank, brokerage firm, or other nominee, they will not be able to change their vote at the Annual Meeting, unless they obtain a legal proxy from the bank, brokerage firm, or other nominee. Since this is a contested election for directors, there should not be any broker non-votes. Broker non-votes occur when a bank or brokerage firm holding shares on behalf of a shareholder does not receive voting instructions from the shareholder by a specified date before the Annual Meeting and the bank or brokerage firm is not permitted to vote those undirected shares on specified matters under applicable stock exchange rules. Thus, if you do not give your broker specific instructions, your shares may not be voted on those matters and will not be counted in determining the number of shares necessary for approval. Comment: Form of Proxy 10. If you name your substitute nominee on your proxy card, please revise the card to more clearly identify Mr. Schechter as the substitute or provide a separate conditional proposal for the ejection of Mr. Schechter. Response: 10. Added to proxy card: "Until the issue of Mr. Seidman's eligibility is determined by the Superior Court of New Jersey, Chancery Court of Passaic County, if you vote for Mr. Seidman, and he is not eligible, your vote will be cast for Mr. Schechter. If Mr. Seidman is eligible, then your vote will be cast for Mr. Seidman. Comment: 11. Please revise the proxy card to identify all persons on whose behalf the solicitation is being made. Refer to Item 4(a)(2) of Schedule l4A and Rule 14a-4(a)(1) of Regulation 14A Response: 11. On page 27 the following was added: "THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF YARDVILLE NATIONAL BANCORP BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE AND FOR THE COMMITTEE NOMINEES LISTED BELOW." Very truly yours, By: /s/ Lawrence B. Seidman -------------------------------- Lawrence B. Seidman Peer Group Analysis
TOTAL ASSETS ROAA ROATE MSTRCTQTR LTM LTM COMPANY NAME TICKER ($000) (%) (%) --------------------------------------- ------ --------- ---- ----- 1st Source Corporation SRCE 3,511,277 1.00 11.41 BancFirst Corporation BANF 3,223,030 1.39 17.13 Bank of the Ozarks, Inc. OZRK 2,134,882 1.65 24.23 Banner Corporation BANR 3,040,555 0.41 NA Capital City Bank Group, Inc. CCBG 2,622,110 1.22 18.10 Capitol Bancorp Ltd. CBC 3,475,721 1.08 NA Centennial Bank Holdings, Inc. CBHI 2,540,169 NA NA Chemical Financial Corporation CHFC 3,749,316 1.40 12.82 City Holding Company CHCO 2,502,597 2.09 22.51 Columbia Banking System, Inc. COLB 2,377,322 1.29 16.54 Community Banks, Inc. CMTY 3,332,430 0.96 12.12 Community Trust Bancorp, Inc. CTBI 2,849,213 1.22 19.31 EuroBancshares, Inc. EUBK 2,391,283 0.74 10.00 Farmers & Merchants Bank of Long Beach FMBL 3,060,776 1.75 9.10 Financial Institutions, Inc. FISI 2,022,392 0.10 NA First Busey Corporation BUSE 2,263,422 1.28 26.26 First Community Bancorp FCBP 3,226,411 1.68 37.32 First Financial Bancorp FFBC 3,690,808 1.00 NA First Financial Bankshares, Inc. FFIN 2,733,827 1.80 20.37 First Financial Corporation THFF 2,136,918 1.07 8.98 First Merchants Corporation FRME 3,237,079 0.95 18.38 First National Bank Alaska FBAK 2,230,039 1.62 8.15 First Oak Brook Bancshares, Inc. FOBB 2,229,292 0.78 12.46 First State Bancorporation FSNM 2,157,571 1.08 19.73 Frontier Financial Corporation FTBK 2,637,005 2.09 19.20 Glacier Bancorp, Inc. GBCI 3,706,344 1.52 23.78 Great Southern Bancorp, Inc. GSBC 2,081,155 1.14 NA Hanmi Financial Corporation HAFC 3,414,252 1.79 30.25 Harleysville National Corporation HNBC 3,117,359 1.28 16.28 Heartland Financial USA, Inc. HTLF 2,818,332 0.84 16.79 Hudson Valley Holding Corp. HUVL 2,058,116 1.60 NA IBERIABANK Corporation IBKC 2,850,284 0.81 13.86 Independent Bank Corp. INDB 3,041,685 1.11 20.56 Independent Bank Corporation IBCP 3,355,848 1.45 27.24 Integra Bank Corporation IBNK 2,708,142 0.99 17.07 ITLA Capital Corporation ITLA 3,051,196 0.89 12.32 Lakeland Bancorp, Incorporated LBAI 2,206,033 0.94 21.51 Main Street Banks, Inc. MSBK 2,350,516 1.24 16.06 Mechanics Bank MCHB 2,644,850 0.98 10.70 Mid-State Bancshares MDST 2,391,499 1.58 17.29 Midwest Banc Holdings, Inc. MBHI 2,307,608 0.26 3.80 Old Second Bancorp, Inc. OSBC 2,367,830 1.24 19.63 PrivateBancorp, Inc. PVTB 3,494,210 1.12 20.89 Prosperity Bancshares, Inc. PRSP 3,585,983 1.42 32.53 Renasant Corporation RNST 2,398,173 1.03 18.27
Peer Group Analysis Republic Bancorp, Inc. RBCAA 2,735,556 1.33 16.56 S&T Bancorp, Inc. STBA 3,194,979 1.90 NA Sandy Spring Bancorp, Inc. SASR 2,459,616 1.41 18.55 Seacoast Banking Corporation of Florida SBCF 2,132,174 1.07 18.20 Simmons First National Corporation SFNC 2,523,768 1.08 15.80 Southwest Bancorp, Inc. OKSB 2,099,639 1.01 13.80 Sterling Bancorp STL 2,056,042 1.24 18.67 Sterling Bancshares, Inc. SBIB 3,726,859 1.02 14.40 Sterling Financial Corporation SLFI 2,965,737 1.39 20.67 Sun Bancorp, Inc. SNBC 3,102,489 0.63 14.79 Taylor Capital Group, Inc. TAYC 3,280,672 1.05 19.96 Texas Capital Bancshares, Inc. TCBI 3,042,235 0.97 13.68 Tompkins Trustco, Inc. TMP 2,106,870 1.36 17.41 U.S.B. Holding Co., Inc. UBH 2,758,226 1.19 18.09 Unizan Financial Corporation UNIZ 2,459,931 0.74 9.65 W.T.B. Financial Corporation WTBFB 2,981,162 1.33 14.79 Washington Trust Bancorp, Inc. WASH 2,402,003 0.98 19.60 Western Alliance Bancorporation WAL 2,857,271 1.13 14.85 Yardville National Bancorp YANB 2,956,731 0.72 12.78 Average: 2,765,240 1.19 17.50 Median: 2,733,827 1.14 17.29
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