-----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, D461rxDaJSY7RThSsHJSq7Lpcu9dmbSzwsJYqDwuCh9vDC4CmiqU7htlTUWVLP9l IN1NlpvWeOVT/91my6v/WA== 0001026081-03-000012.txt : 20030505 0001026081-03-000012.hdr.sgml : 20030505 20030505164315 ACCESSION NUMBER: 0001026081-03-000012 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030505 EFFECTIVENESS DATE: 20030505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATIONAL BANCORP CENTRAL INDEX KEY: 0000831959 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222894827 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16759 FILM NUMBER: 03682440 BUSINESS ADDRESS: STREET 1: 1130 ROUTE 22 EAST CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 9084292200 MAIL ADDRESS: STREET 1: 1130 ROUTE 22 EAST CITY: BRIDGEWATER STATE: NJ ZIP: 08807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEIDMAN LAWRENCE B CENTRAL INDEX KEY: 0001026081 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 2015601400 MAIL ADDRESS: STREET 1: LANIDEX CENTER STREET 2: 100 MISTY LANE P O BOX 5430 CITY: PARSIPPANY STATE: NJ ZIP: 07054 DFAN14A 1 unbjlet4.txt ADDITION. PROXY SOLICIT MAT.-FILED BY NON-MAN. 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. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ] Definitive Proxy Statement [] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 UNITED NATIONAL BANCORP - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) COMMITTEE TO PRESERVE SHAREHOLDER VALUE - -------------------------------------------------------------------------------- (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: ----------------------------------------------------------------------- UNITED NATIONAL BANCORP COMMITTEE TO PRESERVE SHAREHOLDER VALUE 100 Misty Lane P. O. Box 5430 Parsippany, NJ 07054 (973) 560-1400, X108 May 2, 2003 DEAR FELLOW SHAREHOLDER: On April 16, 2003, Ryan Beck & Co. issued a research report on United National Bancorp. The following are excerpts from that report: o 1Q' 03 Results - Unacceptable Returns Continue as Expenses Jump. o Operating trends remain disappointing, as core ROA last quarter was .80% while ROE was 8.7%. o We are disappointed that core G & A expenses were up 21% annualized from 4 Q '02, excluding legal costs, versus an operating revenue decline of 16%, excluding securities gains. In the Company's proxy statement, they admit that their performance in 2002 did not meet their budget and that their return on equity, net interest margin, and efficiency ratio was below their peers. 2002 2002 2002 ROE NIM Eff. Ratio % % United 10.28 4.02 61.18 Peers 15.93 4.20 56.67 For a more detailed analysis of the above information, including the Company results for the respective ratios for 2000 and 2001, please see the Company's proxy statement page 16. THE TIME FOR EXCUSES IS OVER. INDEPENDENCE IS EARNED THROUGH EXEMPLARY PERFORMANCE AND NOT EXCUSES. The Committee also agrees with the statement in the Ryan Beck & Co. research report that o "[T]he bank is located in a terrific market area and its core deposit base should support an attractive acquisition price." The Committee believes that the Board, if the Board wants the Company to remain independent, must reassess the strengths and capabilities of the present management team because, in the Committee's opinion, the management team has failed to deliver satisfactory financial results. In order to insure that such a process is professionally and thoroughly conducted the Committee needs each shareholder to cast his/her vote on the Green Proxy card for Harold Schechter, the Committee's Nominee. The Committee believes that the five members of the Board of Directors who are seeking reelection have been disqualified from serving based on the Company's by-laws. The Committee has sent a demand to the Company's counsel to declare these directors ineligible. The basis for this opinion is the provisions of Section 2 of the Company's By-Laws, which stipulate that a person shall not be "eligible for election or re-election as a director...if he or she has been found to be in violation of any rule of any administrative agency." [The Company's Proxy Statement admits that it - and therefore by necessary implication, its Board of Directors - has violated the Rules promulgated by the SEC.] The Committee's sole objective is maximization of shareholder value through improved financial results or through a sale at a premium. Your support is needed to accomplish these goals. A copy of the Committee's Counsel Letter is available upon request from Lawrence Seidman by calling him at (973) 560-1400, X108. Very truly yours, UNITED NATIONAL BANCORP COMMITTEE TO PRESERVE SHAREHOLDER VALUE -----END PRIVACY-ENHANCED MESSAGE-----