UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Filed by the Registrant x | |||
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Filed by a Party other than the Registrant o | |||
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Check the appropriate box: | |||
o | Preliminary Proxy Statement | ||
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
o | Definitive Proxy Statement | ||
x | Definitive Additional Materials | ||
o | Soliciting Material Pursuant to §240.14a-12 | ||
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1ST CENTURY BANCSHARES, INC. | |||
(Name of Registrant as Specified In Its Charter) | |||
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |||
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Payment of Filing Fee (Check the appropriate box): | |||
x | No fee required. | ||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
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| (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): | |
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| (4) | Proposed maximum aggregate value of transaction: | |
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| (5) | Total fee paid: | |
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o | Fee paid previously with preliminary materials. | ||
o | 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: | |
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Exhibit 99.1
May 2, 2008
Dear Fellow Stockholder:
The Annual Meeting of Stockholders of 1st Century Bancshares (the “Company”) is now scheduled for May 29, 2008. As explained in the proxy materials that accompany this letter, this Annual Meeting will be particularly important because a self-styled hedge fund called Palisair Capital Partners, L.P., has said that it will try to elect its 28-year-old manager to your Board. His nomination was considered and unanimously rejected by our Nominating Committee and the full Board of Directors, which found him unqualified to serve as a director. You may be receiving proxy materials from Palisair, and it is very important that you DO NOT RETURN any Green proxy card you may receive.
Your Board of Directors strongly urges you to vote FOR your Board’s nominees, including our two proposed new directors, Eric George and Nadine Watt, on the enclosed WHITE proxy card in the envelope provided, or to follow the instructions on the card to cast your vote by telephone or via the Internet. Our nominees will continue the leadership that has seen us grow and succeed in our mission of becoming a preeminent bank serving high net worth individuals, professionals and closely held and family owned business.
We are proud of 1st Century’s continued strong fundamental performance, especially in what has been an extraordinarily difficult period for the banking industry:
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| At or for the years ended December 31 |
| At or for the three months ended |
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(in thousands, except per share and share data) |
| 2004 |
| 2005 |
| 2006 |
| 2007 |
| March 31, 2008 |
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Total assets |
| $86,147 |
| $161,635 |
| $200,752 |
| $223,855 |
| $258,655 |
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Loans, net (1) |
| 33,197 |
| 84,988 |
| 126,312 |
| 169,864 |
| 174,568 |
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Total deposits |
| 64,015 |
| 107,090 |
| 145,087 |
| 161,193 |
| 192,936 |
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Total stockholders’ equity |
| 21,563 |
| 53,116 |
| 54,109 |
| 58,612 |
| 59,317 |
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Income (loss) before income taxes |
| (2,820 | ) | (2,218 | ) | 145 |
| 792 |
| 350 |
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Tangible book value per share (2) |
| $4.12 |
| $5.47 |
| $5.53 |
| $5.91 |
| $5.98 |
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(1) Total gross loans less allowance for loan losses and net unearned fee income.
(2) Adjusted for 2-for-1 stock split that occurred on February 28, 2005.
We are dedicated to creating long-term value for all 1st Century stockholders, and urge you to vote to elect your Board’s nominees. Your vote is important, no matter how many or how few shares you may own. Please vote TODAY by telephone, via the Internet, or by signing, dating and returning the enclosed WHITE proxy card in the envelope provided.
Very truly yours,
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Alan I. Rothenberg |
| Jason P. DiNapoli |
Chairman of the Board & |
| President, Chief Operating Officer |
Chief Executive Officer |
| & Corporate Secretary |
REMEMBER:
You can vote your shares by telephone, or via the Internet.
Please follow the easy instructions on the enclosed proxy card.
If you have any questions, or need assistance in voting
your shares, please call our proxy solicitor,
INNISFREE M&A INCORPORATED
Shareholders call Toll-Free: (888) 750-5834
Banks and Brokers Call Collect: (212) 750-5833