FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ----------------
Commission file number 0-26086
YARDVILLE NATIONAL BANCORP
--------------------------
(Exact Name of Registrant as specified in its Charter)
New Jersey 22-2670267
---------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3111 Quakerbridge Road, Trenton, New Jersey 08619
------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(609) 585-5100
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by checkmark whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2)has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by checkmark if disclosure of delinquent filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K[ ]
Aggregate market value of voting stock held by non-affiliates (computed by
using the average of the closing bid and asked prices on March 18, 1999, in the
NASDAQ National Market System: $52,881,716
Number of shares of common stock, no par value, outstanding as of March 18,
1999: 5,195,473
(Continued)
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Part of Form 10-K into
DOCUMENT which Document is Incorporated
- -------- ------------------------------
Annual Report to Stockholders for fiscal
year ended December 31, 1998 II
Definitive proxy statement for the 1999
Annual Meeting of Stockholders to be held on
April 27, 1999 III
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has caused this amendment to annual report
to be signed on its behalf by the undersigned thereunto duly authorized on April
20, 1999.
YARDVILLE NATIONAL BANCORP
By: /s/ Patrick M. Ryan
----------------------------------
Patrick M. Ryan, President and
Chief Executive Officer
Signatures Title
---------- -----
/s/ Jay G. Destribats
- ----------------------------- Chairman of the Board
Jay G. Destribats and Director
/s/ Patrick M. Ryan
- ------------------------------ Director, President and
Patrick M. Ryan Chief Executive Officer
/s/ Stephen F. Carman
- ------------------------------ Treasurer, Secretary,
Stephen F. Carman Principal Financial Officer
and Principal Accounting Officer
/s/ C. West Ayres
- ----------------------------- Director
C. West Ayres
/s/ Elbert G. Basolis, Jr.
- ----------------------------- Director
Elbert G. Basolis, Jr.
/s/ Lorraine Buklad
- ---------------------------- Director
Lorraine Buklad
/s/ Anthony M. Giampetro
- ----------------------------- Director
Anthony M. Giampetro
Signatures Title
---------- -----
/s/ Sidney L. Hofing
- ----------------------------- Director
Sidney L. Hofing
/s/ James J. Kelly
- ----------------------------- Director
James J. Kelly
/s/ Gilbert W. Lugossy
- ----------------------------- Director
Gilbert W. Lugossy
/s/ Louis R. Matlack
- ----------------------------- Director
Louis R. Matlack
/s/ Weldon J. McDaniel, Jr.
- ----------------------------- Director
Weldon J. McDaniel, Jr.
/s/ F. Kevin Tylus
- ----------------------------- Director
F. Kevin Tylus
INDEX TO EXHIBITS
Exhibit
Number Description Page
- ----------------------------------------------------------------------------------------------------------------------------------
(H) 3.1 Restated Certificate of Incorporation of the Company, as amended by the Certificate of
Amendment thereto filed on March 6, 1998.
(B) 3.2 By-Laws of the Company
(B) 4.1 Specimen Share of Common Stock
(I) 4.2 See Exhibits 3.1 and 3.2 for the Registrant's Certificate of Incorporation and By-Laws, which
contain provisions defining the rights of stockholders of the Registrant.
(I) 4.3 Amended and Restated Trust Agreement dated October 16, 1997, among the Registrant, as
depositor, Wilmington Trust Company, as property trustee, and the Administrative Trustees of
Yardville Capital Trust.
(I) 4.4 Indenture dated October 16, 1997, between the Registrant and Wilmington Trust Company, as
trustee, relating to the Registrant's 9.25% Subordinated Debentures due 2027.
(I) 4.5 Preferred Securities Guarantee Agreement dated as of October 16, 1997, between the Registrant
and Wilmington Trust Company, as trustee, relating to the Preferred Securities of Yardville
Capital Trust.
10.1 Employment Contract between Registrant and Patrick M. Ryan.
10.2 Employment Contract between Registrant and Jay G. Destribats
10.3 Employment Contract between Registrant and Stephen F. Carman
10.4 Employment Contract between Registrant and James F. Doran
10.5 Employment Contract between Registrant and Richard A. Kauffman
10.6 Employment Contract between Registrant and Mary C. O'Donnell
INDEX TO EXHIBITS (continued)
Exhibit
Number Description Page
- ----------------------------------------------------------------------------------------------------------------------------------
10.7 Employment Contract between Registrant and Frank Durand III
(D) 10.8 Salary Continuation Plan for the Benefit of Patrick M. Ryan
(D) 10.9 Salary Continuation Plan for the Benefit of Jay G. Destribats
(E) 10.10 1988 Stock Option Plan
10.11 Employment contract between Registrant and Thomas L. Nash
(A) 10.12 Directors' Deferred Compensation Plan
(B) 10.13 Lease Agreement between Jim Cramer and the Bank dated November 3, 1993
10.14 Lease Agreement between Carduner's Property Partnership and the Bank
dated
(A) 10.15 Agreement between the Lalor Urban Renewal Limited Partnership and the Bank dated October,
1994
(C) 10.16 Survivor Income Plan for the Benefit of Stephen F. Carman
(C) 10.17 Lease Agreement between Devon Inc. and the Bank dated as of February 9, 1996
(F) 10.18 1997 Stock Option Plan
10.19 Employment contract between Registrant and Howard N. Hall
10.20 Employment contract between Registrant and Sarah J. Strout
10.21 Employment contract between Registrant and Nina D. Melker
INDEX TO EXHIBITS (continued)
Exhibit
Number Description Page
- ----------------------------------------------------------------------------------------------------------------------------------
10.22 Employment contract between Registrant and Timothy J. Losch
(G) 10.23 Survivor Income Plan for the Benefit of Timothy J. Losch
(G) 10.24 Lease agreement between the Ibis Group and the Bank dated July 1997
(H) 10.25 Lease agreement between Hilton Realty Co. of Princeton and the bank dated March 31, 1998.
(H) 10.26 1994 Stock Option Plan.
(J) 10.27 Lease agreement between Crestwood Construction and the Bank dated May 25, 1998
(J) 10.28 Lease Addendum between Carduners Property Partnership and the Bank
(K) 10.29 Yardville National Bank Employee Stock Ownership Plan
10.30 Lease agreement between Sycamore Street Associates and the Bank dated October 30, 1998
13.1 1998 Annual Report to Stockholders
21 List of Subsidiaries of the Registrant
23.1 Consent of KPMG, LLP
27.1 Financial Data Schedule
(A) Incorporated by reference to the Registrant's Annual Report on Form 10-KSB/A filed on July
25, 1995
(B) Incorporated by reference to the Registrant's Registration Statement on Form SB-2
(Registration No. 33-78050)