Team Financial Inc /Ks - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 29 2008 - 6:01AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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Team
Financial, Inc.
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(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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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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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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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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FOR IMMEDIATE
RELEASE
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For More Information Contact:
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Robert J. Weatherbie
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Chief Executive Officer
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Team Financial, Inc.
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(913) 294-9667
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bob.weatherbie@teamfinancialinc.com
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http://www.teamfinancialinc.com
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TEAM FINANCIAL, INC. APPOINTS NEW DIRECTOR; VOWS TO DEFEAT DISSIDENT
SHAREHOLDERS SOUR GRAPES PROXY SOLICITATION FOR BOARD SEATS
Paola, Kansas, May 28, 2008 Team Financial, Inc. (the Company),
(NASDAQ: TFIN) today announced the Board of Directors unanimous appointment of
Robert M. Blachly to fill a vacant Board of Directors seat, and that, as set
forth in the Companys recent definitive proxy material, Mr. Blachly will
serve as a nominee to the Board at the annual meeting of shareholders to be
held on Tuesday, June 17
th
.
Mr. Blachly, age 58, has served as a director of our primary bank
subsidiary, TeamBank, N.A. since August 2006, and continues to serve in
that capacity, having recently been appointed to a special committee to oversee
loan administration and credit risk. He has also served as a member of the
board loan committee. He is Executive Vice President of The Industrial Fumigant
Company, Olathe, Kansas, a multimillion dollar international supplier of food
plant sanitization and consulting services, where he has served in various
progressive capacities since 1976. He chaired its ESOP Committee from 1991 to
2005. Mr. Blachly is a graduate of the University of Kansas, B.S.,
Business Administration. His expertise
in a growing and profitable company and his experience with an employee
ownership plan will add to the strength and depth of our Board.
2
Mr. Blachly fills the seat of dissident shareholder, Keith B.
Edquist, who resigned from the Board on May 20
th
in order to
solicit proxies to seat his own slate of three Board members at the Companys upcoming
annual meeting.
We believe Mr. Edquists solicitation is a sour grapes attempt
to obtain Board seats, as our Nominating Committee, consisting entirely of
independent members, determined earlier this year that a highly qualified Board
candidate, Mr. Blachly, should be nominated to serve instead of any other
candidate. The Company believes Mr. Edquist and his hand-picked slate of
two other nominees would not result in an increase in shareholder value and their
presence on the Board would not be in the best interests of shareholders. Among other things, during the time Mr. Edquist
served on the Board, he was generally uncooperative and antagonistic with the
other Board members and our employees.
The Company recently rejected an offer by Mr. Edquist to purchase
one of our Nebraska bank branches because of the negative impact to the Companys
shareholders.
Mr. Edquists proxy soliciation
expresses concern about the Companys executive pay practices. He has not disclosed that while on our
Compensation Committee he was integral to reviewing our executives
compensation and in late 2005 led the approval of an executive employment and
salary package for the then chief financial officer which was identical in
material form to the compensation package offered to the CEO. The Company, its Board, and the various
committees of the Board adhere to the corporate governance practices in compliance
with applicable law, under the guiding principle that all actions taken by them
will be in the best long-term interests of shareholders. The Compensation Committee, which is
comprised solely of
3
independent directors, diligently examines
appropriate compensation levels for the Companys named executive
officers. Compensation is reviewed
annually and is tied to Company performance through numerous factors including
asset growth, return on average equity, earnings growth compared to the prior
years performance, and strategic positioning of the Company for the future. The
Company disagrees with Mr. Edquists conclusion that he was relieved of
his Board committee responsibilites ...when I objected to the Chairman of the
Compensation Committees procedures. Nominations to our Board are
thoroughly discussed and analyzed by our
Nominating Committee, all of whom are
independent directors, using well thought out, established practices.
We strongly urge our shareholders to vote for the Companys nominees to
the Board, all of whom are highly qualified and committed to our mission of
full service community banking through our dedicated and hard working
employees. Between now and the annual meeting on June 17
th
we
will be providing our shareholders with additional soliciting material
demonstrating, we believe, the superiority of our highly qualified nominees
compared to Mr. Edquist and his nominees.
4
IMPORTANT
INFORMATION AND WHERE TO FIND IT
In connection with its 2008 Annual Meeting, Team Financial, Inc.
has filed a definitive proxy statement, WHITE proxy card and other materials
with the U.S. Securities and Exchange Commission (SEC). WE URGE INVESTORS TO
READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TEAM FINANCIAL,
INC. AND THE MATTERS TO BE CONSIDERED AT ITS ANNUAL MEETING. Investors may
contact Robert J. Weatherbie at (913)
294-9667 or by email at
bob.weatherbie@teamfinancialinc.com. Investors may also obtain a free
copy of the proxy statement and other relevant documents as well as other
materials filed with the SEC concerning Team Financial, Inc. at the SECs
website at http://www.sec.gov. These materials and other documents may also be
obtained for free from: Secretary, Team Financial, Inc., 8 West Peoria, Suite 200, Paola, Kansas
66071 (913) 294-9667.
CERTAIN
INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION
Team Financial, Inc. and its directors are, and certain of its
officers and employees may be deemed to be, participants in the solicitation of
proxies from Team Financials shareholders with respect to the matters
considered at the Team Financial, Inc. 2008 Annual Meeting. Information
regarding these directors, and these certain officers and employees, is
included in the definitive proxy statement on Schedule 14A filed with the SEC
on April 28, 2008. Security holders can also obtain information with
respect to the identity of the participants and potential participants in the
solicitation and a description of their direct or indirect interests, by
security holdings or otherwise, for free, by contacting: Secretary, Team
Financial, Inc., 8 West Peoria, Suite 200,
Paola, Kansas 66071 (913) 294-9667. More detailed information with
respect to the identity of the participants, and their direct or indirect
interests, by security holdings or otherwise, has been and will be set forth in
our definitive proxy statement and other proxy related materials to be filed with
the SEC in connection with the Team Financial, Inc. 2008 Annual Meeting.
FORWARD-LOOKING
STATEMENTS
This press release contains forward-looking statements under the
Private Securities Litigation Reform Act of 1995 that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical income and those presently anticipated or projected. The
Company cautions readers not to place undue reliance on any such forward
looking statements, which speak only as of the date of this release. Such
risks and uncertainties include those detailed in the Companys filings with
the Securities and Exchange Commission, risks of adverse changes in results of
operations, risks related to the Companys expansion strategies, risks relating
to loans and investments, including the effect of the change of the economic
conditions in areas the Companys borrowers are located, risks associated with
the adverse effects of governmental regulation,
changes in regulatory oversight, interest rates, and competition for the
Companys customers by other providers of financial services, all of which are
difficult to predict and many of which are beyond the control of the Company.
5
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