UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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o Preliminary Proxy Statement
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o Definitive Proxy Statement
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o Soliciting Material Pursuant to §240.14a-12
YARDVILLE NATIONAL BANCORP
(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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FOR IMMEDIATE RELEASE
ISS RECOMMENDS THAT YNB SHAREHOLDERS VOTE “FOR”
YNB’S DIRECTOR NOMINEES
ISS SAYS ELECTION OF DISSIDENT GROUP NOMINEES NOT WARRANTED
HAMILTON, N.J., April 21, 2006 -- Yardville National Bancorp (Nasdaq: YANB) today announced that Institutional Shareholder Services (ISS) has recommended that YNB shareholders vote FOR the Company’s director nominees – Samuel D. Marrazzo, Louis R. Matlack, and George D. Muller – at YNB’s May 3, 2006 Annual Meeting of Shareholders.
ISS is a leading independent U.S. proxy advisory firm and its voting analyses and recommendations are relied upon by hundreds of major institutional investment funds, mutual funds and fiduciaries throughout the country. To follow ISS's recommendation, YNB shareholders should vote FOR the Company’s director nominees on the Company's “BLUE PROXY” card today.
In recommending that YNB shareholders vote FOR the three YNB directors over a slate presented by a dissident shareholder group led by Larry Seidman, ISS stated that:
“The company’s performance is strong and management’s plan appears to be working. Management has taken the necessary steps to address the OCC concerns and periodically evaluate strategic alternatives. In reviewing the dissident slate and its plan if elected, there is no strong evidence to suggest that the election of the dissident nominees is warranted at this time.”*
Commenting on the Company’s performance, ISS noted that:
“The company has experienced robust organic growth over the last ten years as evidenced by strong compound annual growth of 22 percent in assets, 29 percent in commercial loans, and 20 percent in deposits.”*
Regarding the Company’s corporate governance, ISS observed that:
“Overall, the company has a good governance profile underscored by a substantial majority of independent directors, fully independent key board committees, and no poison pill.”*
Furthermore, ISS noted that:
“The current board already has the relevant experience to carry out management’s plan and has shown that the plan is working.”*
*Permission to use quotations from the ISS report was neither sought nor obtained.
Patrick M. Ryan, YNB’s Chief Executive Officer, said, “We are very pleased that ISS recognizes YNB’s strong track record of growth and value creation and has recommended that shareholders vote for YNB’s director nominees. Like ISS, we believe there is not a benefit to shareholders in electing the dissident group’s nominees. We believe our Board and management team are best-suited to continue executing our strategic plan and enhancing long-term shareholder value and we look forward to moving beyond this costly and counterproductive proxy contest and to continuing the progress we have made to build a stronger future for YNB and all of our shareholders.”
YNB’s shareholders are reminded that their vote is extremely important, no matter how many or how few shares they own. If shares are held with a broker, shareholders may be able to vote their shares by telephone or by the Internet. If this option is available, shareholders may simply follow the instructions on the Company’s “BLUE PROXY” card to assure a vote for YNB’s incumbent directors. Shareholders are advised that if they have any questions or need any assistance in voting their shares, they should contact YNB’s proxy solicitor, Georgeson Shareholder, toll-free, at 1-800-509-1393.
About Yardville National Bancorp
With $2.96 billion in assets at March 31, 2006, YNB serves individuals and small to mid-sized businesses in the dynamic New York City-Philadelphia corridor through a network of 28 branches in Mercer, Hunterdon, Somerset, Middlesex, Burlington, and Ocean counties in New Jersey and Bucks County in Pennsylvania. Headquartered in Mercer County, YNB emphasizes commercial lending and offers a broad range of lending, deposit and other financial products and services. The Common Stock of YNB, of which there are approximately 10.9 million shares outstanding, is traded on the NASDAQ National Market under the symbol "YANB." For more information on YNB, please visit our web site at www.ynb.com.
Forward Looking Statements
This release may contain forward-looking statements concerning the financial condition, results of operations, and business of YNB. We caution that such statements are subject to a number of uncertainties and actual results could differ materially and therefore you should not place undue reliance on any forward-looking statements we make. We may not update any forward-looking statements we make today for future events or developments. Information about risks and uncertainties are described in our filings with the Securities and Exchange Commission, which are available on our website or from our Investor Relations department.
Solicitation
YNB has filed a definitive proxy statement with the SEC. The proxy statement was first mailed or delivered to YNB shareholders on or about March 31, 2006. YNB SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement and other material (as available) and any other documents that may be filed with the SEC by YNB in connection with the Annual Meeting through the SEC’s web site at www.sec.gov, or by directing a request to: Yardville National Bancorp at 2465 Kuser Road, Hamilton, NJ 08690, Attention: Daniel J. O'Donnell, Esq., Chief Legal Officer.
YNB, its executive officers and directors may be deemed to be participants in a solicitation of proxies for YNB's 2006 Annual Meeting of Shareholders. Information regarding these participants and their interests is contained in YNB's definitive proxy statement filed with the SEC on March 31, 2006.
Contacts:
At YNB:
Megan Butcher, (609) 631-6234
Sandra Sosinski (609) 631-6106
At Joele Frank, Wilkinson Brimmer Katcher:
| Matthew Sherman / Jeremy Jacobs, (212) 355-4449 |
At Georgeson Shareholder:
Tom Cronin, (212) 440-9921
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