Vineyard National chided by shareholder for delayed filing of annual report

By Lisa Kerner

Charlotte, N.C., May 1 - Vineyard National Bancorp shareholder Douglas M. Kratz, chairman of One Investments, LLC, said he was "outraged" at Vineyard National's continued delay in filing its 2007 10-K with the Securities and Exchange Commission.

In an April 29 letter to Vineyard National's board of directors, Kratz said the delay has more to do with the timing of certain provisions to the company's allowance for loan and lease losses, rather than technology/accounting issues as interim chief executive office Jim LeSieur has indicated.

The letter was included in a schedule 13D filing with the SEC.

"I think that the problem with your organization lies with the gentlemen sitting around the company's board table," Kratz said in his letter. "In essence, you got your tails kicked in a proxy fight and now the company is paying for it."

It was previously reported that all of the proposals subject to Jon Salmanson and Norman Morales' consent solicitation were approved by a majority of Vineyard National's shareholders and adopted.

One Investments had said it would deliver its consent in favor of actions proposed by Salmanson, a long-time shareholder, and Morales, a seven-year Vineyard National director, the company's largest shareholder and its former president and CEO.

Salmanson and Morales' proposals regarding amendments to Vineyard National's amended and restated bylaws have been adopted, according to a prior news release.

The pair was seeking to amend the company's bylaws to permit shareholders to nominate directors until the time of the annual meeting if a director, CEO or president of the company resigns, is terminated or otherwise leaves office.

In February, it was reported that the proposed bylaw amendments would permit Salmanson and Morales or any other shareholder to nominate an alternate slate of directors for the upcoming annual meeting of shareholders.

Before the amendment to Vineyard National's bylaws, shareholders were required to submit nominations for directors more than five months prior to the annual meeting.

Kratz believes Salmanson and Morales' slate of directors will be elected and advised Vineyard Bancorp's board to assist in a professional manner with the transition while continuing to soundly operate the company, according to his letter.

"If it comes to light that the board has squandered the company's resources on a witch-hunt to fight off Messrs. Morales and Salmanson," Kratz said he would hold every board member accountable.

Vineyard National is the holding company for Vineyard National Bancorp located in Corona, Calif.

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