PROXY STATEMENT
Special Meeting of
Shareholders To Be Held on November 8, 2007
The Team Financial, Inc. (Team) Board of Directors
is soliciting the accompanying proxy for use in connection with a special
meeting of shareholders to be held at 9:00 a.m., Central Time, on Thursday,
November 8, 2007, at the Evergreen Events Center, 15 West Wea Street,
Paola, Kansas. The Board is soliciting the proxy in connection with an
amendment to the Team Articles of Incorporation to eliminate cumulative voting
for directors. The Board is seeking the Team shareholders approval of the
proposal as set forth in the accompanying letter and notice of special meeting,
and in this proxy statement.
This proxy statement and the
accompanying proxy card are first being mailed or delivered to the holders of
our common stock on or about October 5, 2007.
QUESTIONS AND ANSWERS
ABOUT VOTING PROCEDURES
AND THE TEAM SPECIAL MEETING
The
following questions and answers highlight only selected procedural information
from this proxy statement. Team urges you to read carefully the remainder of
this proxy statement because the questions and answers below do not contain all
of the information that might be important to you with respect to the proposal
that will be considered at the special meeting.
Q.
What
am I voting on?
A.
You are voting only
on the proposal, as discussed in this proxy statement, to amend our Articles of
Incorporation to eliminate cumulative voting in the election of our directors.
Q.
Has
the Board approved the proposal to amend the Articles of Incorporation?
A.
Yes. The Board of
Directors approved this proposal on September 11, 2007 and recommends that
you vote to approve the proposal.
Q.
Why
am I being asked to approve the amendment to the Articles of Incorporation to
eliminate cumulative voting?
A.
Our current
Articles of Incorporation were implemented before we became a public entity and
at a time when the ownership group was very small. Cumulative voting for
directors was then required by Kansas law and was intended to allow each owner
to insure representation on the Board of Directors by cumulating their votes.
As we have now evolved, our Board of Directors believes that the purpose of
cumulative voting is no longer valid and that cumulative voting is confusing to
shareholders and cumbersome to manage. Kansas law, as amended in 1988, does not
require cumulative voting with respect to the election of directors, and
publicly traded companies rarely adopt cumulative voting for directors. By
eliminating cumulative voting, each shareholder will
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have one vote per each share
owned for each person nominated to the Board and a plurality vote will
determine the election of each director individually.
The Board believes that the amendment of our Articles
of Incorporation to eliminate cumulative voting for directors is fair to, and
in the best interests of Team and its shareholders. However, as required by
Kansas law, it is necessary that this proposal be approved by our shareholders
before it can become effective.
Q.
What
vote of Team shareholders is required to approve the proposal?
A.
The proposal to
amend our Articles of Incorporation will require the affirmative vote of a
majority of the outstanding shares of common stock of Team. Hence, because this
is the only proposal to be considered at the special meeting, at least a
majority of the number of shares of our outstanding common stock must be
present in person or by proxy at the special meeting in order for this proposal
to be approved.
To cast votes for shares represented by a broker
holding shares in street name the beneficial owner of such shares must follow
the brokers directions to vote. This is because the proposal is not a
discretionary matter on which the broker can vote without specific directions
from the beneficial owner.
Shares represented by the Team Employee Stock
Ownership Plan (the ESOP) can be voted by the ESOP Trustee through the use of
direction statements, which will be issued to participants.
Q.
When
and where will the special meeting of the shareholders of Team be held?
A.
The special meeting
will take place on Thursday, November 8, 2007, at 9:00 a.m. Central
Time, at the Evergreen Events Center, 15 West Wea Street, Paola, Kansas.
Q.
Who
can attend and vote at the special meeting?
A.
Only holders of
record of shares of Team common stock at the close of business on October 1,
2007, the record date for the special meeting, are entitled to receive notice
of and to vote at the special meeting. As of the record date, there were
3,600,064 shares of Team common stock issued and outstanding and entitled to
vote at the special meeting. Each shareholder of record on the record date is
entitled to one vote on each matter properly brought before the special meeting
for each share of common stock held by the shareholder.
Q.
How
may I vote at the special meeting?
A.
You
may vote using any of the following methods:
1.
BY MAIL
:
Mark, sign and date your proxy card and return it in the postage-paid envelope
provided. The named proxies will vote your stock according to your directions.
If you submit a signed proxy card without indicating your vote, the person voting
the proxy will vote your stock in favor of the proposal.
2.
BY TELEPHONE:
Call toll free (800) 652-VOTE
(8683).
·
Use
any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week, until 11:59 p.m. Central Time on November 7, 2007.
·
Please
have your proxy card and the last four digits of your Social Security Number or
Tax Identification Number available. Follow the simple instructions the voice
provides you.
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3.
BY INTERNET:
www.investorvote.com
·
Use the internet to vote
your proxy 24 hours a day, 7 days a week, until 11:59 p.m.
Central Time on November 7, 2007.
·
Please
have your proxy card and the last four digits of your Social Security Number or
Tax Identification Number available. Follow the simple instructions to obtain
your records and create an electronic ballot.
4.
BY
ATTENDING THE SPECIAL MEETING IN PERSON
Q.
Can
I revoke or change my proxy?
A.
Yes. You may revoke your proxy at any
time before it is exercised by taking any of the following actions during the
time specified:
1.
giving
written notice of revocation no later than the commencement of the special
meeting to Teams Secretary, Lois Rausch:
·
if
delivered before the date of the meeting, to Ms. Rausch at Teams offices, 8 West Peoria, Suite 200, Paola,
Kansas 66071; or
·
by
personal delivery to Ms. Rausch at Teams offices, 8 West Peoria, Suite 200, Paola, Kansas 66071, or at the
location of the special meeting, the Evergreen Events Center, 15 West Wea
Street, Paola, Kansas; or
2.
delivering to Ms. Rausch
no later than the commencement of the special meeting a properly executed,
later-dated proxy; or
3.
voting in person at
the special meeting.
Voting by proxy will in no way
limit your right to vote at the special meeting if you later decide to attend
in person. If no direction is given and a proxy is validly executed, the stock
represented by the proxy will be voted in favor of the proposal. The persons
authorized under a proxy will vote upon any other business that may properly come
before the special meeting according to their best judgment to the same extent
as the person delivering the proxy would be entitled to vote. However, we do
not expect any matters to be raised at the special meeting other than the
proposal to amend our Articles of Incorporation to eliminate cumulative voting.
If your stock is held in the
name of a bank, broker or other holder of record, you must obtain a proxy,
executed in your favor, to be able to vote in person at the special meeting.
The participants in our ESOP
direct the ESOP trustee with respect to all matters submitted to a vote of the
shareholders. The ESOP trustee will vote the shares held under the ESOP only in
the manner directed by the ESOP participants, as provided in the ESOPs
governing documents.
Q.
Who
can help answer my questions?
A.
If you have any
questions about how to submit your proxy, or if you need additional copies of
this proxy statement or the enclosed proxy card, or if you have any questions
about the proposal, you should contact either Robert J. Weatherbie, our
Chairman and Chief Executive Officer, or Richard J. Tremblay, our Chief
Financial Officer, at:
Team Financial, Inc.
8 West Peoria, Suite 200
Paola, Kansas 66071
Telephone: (913) 294-9667
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ADDITIONAL INFORMATION
CONCERNING
PROXY STATEMENT AND SPECIAL MEETING
The following information is in addition to the
information that is set forth above in this proxy statement, including the
questions and answers immediately preceding this section of the proxy
statement.
List of Shareholders.
A
list of shareholders entitled to vote at the special meeting will be available
at the special meeting and for ten days prior to the special meeting during
regular business hours at our chief executive offices located at 8 West Peoria, Suite 200, Paola, Kansas
66071.
Cost of this Proxy
Solicitation.
We will pay the costs relating
to this proxy statement, the proxy and the special meeting. We may reimburse
brokerage firms and other persons representing beneficial owners of shares for
their expenses in forwarding solicitation material to beneficial owners.
Directors, officers and regular employees may also solicit proxies. They will
not receive any additional compensation for the solicitation.
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