SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check Appropriate Box:
___ Preliminary Proxy Statement
___ Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
___ Definitive Proxy Statement
_X__ Definitive Additional Materials
___ Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SJNB Financial Corp.
(Name of Registrant as Specified In Its Charter)
(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 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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___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.
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4) Date Filed:
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SJNB
Financial Corp.
James R. Kenny
President
Chief Executive Officer
June 5, 1998
To Our Shareholders;
At the 1998 Annual Meeting of Shareholders (the "Meeting"), initially convened
on May 27, 1998, the Meeting was adjourned until June 24, 1998 at 8:30 a.m. to
the Corporation's headquarters at One North Market Street, San Jose, California
pursuant to Section 601(d) of the California Corporation Law.
At the adjourned meeting, the only business will be to consider and vote on
Proposal No. 3--to approve an amendment of the Articles of Incorporation
concerning elimination of cumulative voting and Proposal No. 4--to approve an
amendment of the Articles of Incorporation restricting shareholder action by
written consent. Both of these Proposals are discussed in the Company's proxy
statement dated April 17, 1998. Proposals Nos. 1, 2 and 5 were approved at the
Meeting prior to adjournment.
Proposals 3 and 4 require the affirmative vote of a majority of the
Corporation's outstanding shares. At the initial Meeting, over 65% of the
Corporation's shares were represented in person or by proxy; however, more than
449,000 shares (18% of the Corporation's shares) which are held in street name
were not represented at the Meeting and did not vote for these items.
Approximately 300,000 additional shares (12%) must still be voted "For"
Proposals 3 and 4 in order for them to be adopted. The Corporation's Management
adjourned the Meeting to allow all shareholders (and particularly the shares
held in street name) an opportunity to vote at a reconvened Meeting on June 24,
1998.
Your vote is important. Please sign and date the enclosed form of proxy and
return it in the postage prepaid envelope as soon as possible. THE BOARD OF
DIRECTORS URGES ALL SHAREHOLDERS TO VOTE "FOR" PROPOSALS 3 AND 4. If you have
already mailed in your form of proxy you need not mail in a new one, unless you
desire to change your earlier vote.
Thank you.
Sincerely,
/s/ James R. Kenny
James R. Kenny
One North Market Street
San Jose, California 95113
Phone: (408) 947-7562
Fax: (408) 947-0362
