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)
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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May 31, 2008
Dear Fellow Shareholder:
This year we have the first ever contested
election of our Board of Directors. We
are writing to encourage you to vote for the current Directors and to provide
some facts that support why you should
vote
your White Proxy Card
.
As shareholders, it is important that you
understand the background of this proxy contest with dissident shareholder
Keith Edquist and why it is in your best interests to elect our slate of highly
qualified nominees.
Highlights
·
This
is a time to have a calm, cohesive and focused Board of Directors in order to
steer the Company through these challenging times. Our current Board and our nominees have these
desirable qualities.
·
Our
Board nominees are the most qualified and have ALL shareholders best interests
in mind.
·
The
recent performance that Mr. Edquist complains about is largely a result of
the downturn in the national economy, and performance shortfalls are widespread
among banks nationwide.
·
Mr. Edquist
was pivotal to the creation of the executive compensation packages about which
he now complains. Contrary to his
complaints, our executive officer compensation is tied to Company performance
focused on long-term gain.
Where We
Are
We
were formed in 1986 when our founders, along with an Employee Stock Ownership
Plan (ESOP), purchased a one-bank holding company in Paola, Kansas. The ESOP owns 24.4% of our common stock. We
believe the ESOP reflects our corporate culture in that employees are the
integral component of community banks. We intend to continue the ESOP, as it is
a significant incentive to attract and retain qualified employees.
Since
our formation we have grown our assets and net income through various economic
cycles, and have been able to pay cash dividends on our common stock
consistently. Our objectives continue to
be to increase profits and preserve the value of our franchise. Recently, however, our financial condition
and results of operations have suffered due to the downturn in the real estate
segment of the economy. In 2007 and
continuing in 2008, the economic downtown in the national housing market became
more accelerated and pronounced than previously estimated. As a result, and after consulting with our
primary banking regulator, we took several actions to strengthen our Company in
the first quarter of 2008, including adding $2.0 million of capital to our
banks and increasing our loan loss reserves significantly. We also determined to take a
non-cash
charge for a goodwill write-off of $6.0 million relating to our ownership of
Colorado National Bank. As a result, we
incurred a quarterly loss for the first time in our 22-year history. Also, this year our subsidiary banks were
examined in detail by the Office of the Comptroller of Currency (the OCC). Although we have not received
2
the
OCC examination report, the Kansas City Field Office of the OCC issued letters
in April that the banks were in troubled condition. We are cooperating, as we have always done,
with the OCC to address its concerns. We
have already implemented several actions to address the informal concerns
expressed by our OCC examiners. You can
be assured that we are addressing these issues, and we will expect the assistance
and guidance of our Board members in this endeavor.
In
the interim, the Nominating Committee of our Board, consisting solely of
independent directors, determined that we needed a Board nominee who had
significant bank oversight experience and who was familiar with our markets and
our operations. The Nominating Committee
chose Robert M. Blachly, an independent director of our subsidiary bank,
TeamBank, N.A., who has a 30-year relationship with us. During this time of comprehensive oversight
by banking regulators, we believe Mr. Blachly will be a valuable asset to
our Board. He has served as a director
of TeamBank since August 2006, having recently been appointed to a special
board committee to oversee loan administration and credit risk. Mr. Blachly was chosen over all other
Board candidates, including Mr. Edquist.
After we had completed all of our proxy material for the 2008 annual
meeting Mr. Edquist resigned from the Board on May 20
th
to
pursue a proxy contest. As disclosed by Mr. Edquist,
his nominees bought our common stock in the days prior to Mr. Edquists
resignation from the Board. We believe Mr. Edquist
and his hand-picked slate of two other nominees would not result in increased
shareholder value and their presence on the Board would not be in your best
interests. We believe Mr. Edquists
solicitation is a sour grapes attempt to obtain Board seats, due to our
Nominating Committees selection of Mr. Blachly
to serve as a director instead of Mr. Edquist. 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.
We recently rejected an offer by Mr. Edquist to purchase one of our
Nebraska bank branches because of the negative impact on our shareholders.
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 increasing
shareholder value through full service community banking provided by our dedicated
and hard working employees, and to reject this dissident shareholders proxy
solicitation. 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.
Why Our Nominees Are Superior
·
All are
experienced with our Company
·
These
thoughtful, hard working people, who are accessible to us on a moments notice,
will serve you well.
·
All our
nominees are committed to our Company and the importance of serving as a
growing community banking organization
·
Guidance
provided by Mr. Kurtenbach and Ms. Jacobs was instrumental in the
decisions, planning, and implementation of our growth in assets from
approximately $80 million in 1986 to the current $800 million and increased
revenue. During this time we purchased
seven banks, three branch banks, opened seven new branches and became publicly
traded.
·
Our outside
directors are vocal, independent and professionals
·
Our independent
directors express opinions and differences freely while, respecting the
opinions of all. Keith Edquists
behavior has been counter productive as pointed out in his own proxy material
by revealing a letter received two years ago from an outside, independent compensation
3
consultant. In the letter it was suggested that Mr. Edquist
be removed from the Compensation Committee due to his arrogance, lack of
civility, vulgar language and attitude.
Denis Kurtenbach Our Nominee
·
Other directors
rely upon Mr. Kurtenbachs comprehensive knowledge of the Company which is
irreplaceable as is his leadership.
·
He has served
us as a director of Team Financial and/or TeamBank for 26 years. He has been selected by the independent
directors as the lead director and chairs their quarterly meetings which
assures all directors an independent forum for discussions.
·
Mr. Kurtenbach
has invested more than money in the Company.
He has invested numerous years in successfully leading the Company
through regulatory and business challenges.
·
When the
Sarbanes-Oxley Act became law, he attended multiple seminars and training
programs on executive compensation. As
chairman of the Compensation Committee he assured that the Company provided
special training for committee members and staff to ensure Sarbanes-Oxley
compliance.
Carolyn Jacobs Our Nominee
·
All directors
have relied upon Ms. Jacobs to lead the Board in its mission as our ESOP
Trustee. Her leadership has consistently
resulted in exemplary regulatory ratings of our trust department.
·
She has served
as an employee, officer and director for 22 years and has led the TeamBank
trust department for 22 years. As
chairperson of the ESOP Plan Advisory Committee since 1986, she alone maintains
all key relationships with the Companys plan professionals ESOP counsel,
plan administrators, voting administrators, and plan auditors. She monitors plan compliance and has led the
Board through every single change in the Companys ESOP plan documents. We would sorely miss her expertise were she
not reelected to our Board.
·
Ms. Jacobs
brings an employee perspective to the decisions of the Board and is valued for
her insight and thoroughness.
Robert Blachly Our Nominee
·
He has a
30-year relationship with us, which began in his twenties when he spent three
years as an employee, progressed through years as a valued customer of TeamBank
and culminated in contributing as a respected bank director.
·
He has been a
source of solid and prolific work on behalf of the Company during regulatory
examinations of its banks. The continuity
of his being elected to our Board adds meaningful depth to the Boards
oversight capacity.
·
For years Mr. Blachly
ran a large, multi-million dollar international company and oversaw the ESOP
for his valued employees. His business
philosophy and experience are consistent with our long term goals and corporate
culture.
·
As a result of
serving as an advisory board member for Team, Mr. Blachly is familiar with
the breadth of the Company in all locations and is already acquainted with our
operations. He is ready to continue his
service.
4
Significant Concerns Regarding
the Edquist Nominees
Keith Edquist
·
We believe Mr. Edquists
solicitation is an attempt to obtain Board seats as he was not selected by our
Nominating Committee for election at this years annual meeting. It is ironic that despite Mr. Edquists
categorization of the Company as abysmal, his nominees recently purchased our
common stock just before Mr. Edquist resigned from our Board. In addition, we believe Mr. Edquist
would not be a productive and committed Board member. Our belief is based upon his actions as a
Board member discussed above. As another
example, he has steadfastly refused the secured internet access provided for all
Board members to receive Board information via a Company-provided
computer. He was the only Board member
who refused our offer.
Lloyd Byerhof
·
In 2006 he
resigned from our Board, choosing to leave the Company. We need directors who are 100% committed to
the Company and its shareholders. Our
nominees have a proven record of dedication to our Company and our
shareholders.
Jeff Renner
·
We have concern
that a person who is on the boards of directors of our potential competitors
will serve independently.
·
His
biographical information indicates he has no large bank, publicly traded
company experience and little ESOP experience.
·
He has less
overall knowledge of the Company than our nominees.
Mr. Edquists Concerns are
Misplaced
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 Chief Executive Officer.
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 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 pay packages are designed to put less emphasis on base salary and
more emphasis on incremental pay based on the achievement of assigned duties,
objectives, strategic positioning of the Company, and Company performance. 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. Our Compensation Committee will be addressing
these issues in more detail shortly in a letter to you.
5
Solicitation of Proxies
We urge you to Vote your White Proxy Card
today to
re-elect your current Board and
empower them to continue to guide Team in
seeking future success.
YOUR VOTE IS IMPORTANT VOTE THE WHITE PROXY
CARD TODAY
This
is the first ever contested election of Team Financial, Inc. Board of
Directors. Like you, we are all shareholders with a personal stake in this
vote. YOUR VOTE IS VERY IMPORTANT
SUPPORT YOUR BOARD. The annual meeting will be on Tuesday, June 17, 2008
with shareholders of record as of April 24, 2008 eligible to vote.
Any
solicitation with a gold proxy card IS NOT from your Board and we advise that
it be discarded.
We urge you sign, date and return the enclosed WHITE Proxy
Card today or vote by telephone or internet.
On
behalf of your Board of Directors, thank you for your continued support.
Sincerely,
Robert
J. Weatherbie
Chairman
of the Board and
Chief
Executive Officer
6
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 correspondence 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 correspondence. 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.
7
EXHIBIT A
Information
Concerning Participants In the Companys Solicitations of Proxies
The
following tables (Directors and Nominees and Officers and Employees) set
forth the name, principal business address and the present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which their employment is carried on, of our
directors, nominees, officers and employees who, under the rules of the
Securities and Exchange Commission, are considered to be participants in our
solicitation of proxies from our shareholders in connection with our 2008
annual meeting of shareholders.
Information concerning our participants is set forth in our definitive
proxy material dated April 28, 2008 and in Exhibit A attached to his
letter.
Directors and Nominees
The
principal occupations of our directors and nominees who are considered participants
in our solicitation are set forth under the section above titled Proposal No. 1:
Election of Directors of our definitive proxy statement filed April 28,
2008. The name and business addresses of the organization of employment of our
directors and nominees are as follows:
Name
|
|
Business Address
|
Robert
J. Weatherbie
|
|
8 West Peoria, Suite 200, Paola, Kansas 66071
|
Carolyn
S. Jacobs
|
|
8 West Peoria, Suite 200, Paola, Kansas 66071
|
Sandra
J. Moll
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8 West Peoria, Suite 200, Paola, Kansas 66071
|
Denis
A. Kurtenbach
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108
E. Kaskaskia, Paola, Kansas 66071
|
Kenneth
L. Smith
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1700
Industrial Park Drive, Paola, Kansas 66071
|
Harold
G. Sevy, Jr.
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|
610
West Shawnee, Paola, Kansas 66071
|
Gregory
D. Sigman
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4310
Madison Ave, Kansas City, Missouri 64111
|
Connie
D. Hart
|
|
110
South Pearl Street, Paola, Kansas 66071
|
Robert
M. Blachly
|
|
19745
West 159
th
Street, Olathe, Kansas 66062
|
Officers and Employees
The principal occupations of our executive officers and employees who
are considered participants in our solicitation of proxies are set forth
below. The principal occupation refers to such persons position with our
Company, and the business address for each person is Team Financial, Inc.,
8 West Peoria, Suite 200, Paola, Kansas 66071.
Name
|
|
Principal Occupation
|
Robert
J. Weatherbie
|
|
Chief
Executive Officer
|
Bruce
R. Vance
|
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Interim
Chief Financial Officer
|
Carolyn
S. Jacobs
|
|
Treasurer
|
Sandra
J. Moll
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Chief
Operating Officer
|
Kaila
D. Beeman
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|
Interim
Principal Accounting Officer
|
8
Information Regarding Ownership of the Companys Securities
by Participants
The
shares of our common stock beneficially owned or held as of April 28, 2008
by the persons listed above under Directors and Nominees and Officers and
Employees, are set forth in the section titled Stock Ownership in our
definitive proxy statement filed on April 28, 2008.
Information Regarding Transactions in the Companys
Securities by Participants
The
following table sets forth all transactions that may be deemed purchases and
sales of shares of our common stock by the individuals who are considered participants
between April 28, 2006 and May 27, 2008. Except as
described in these additional proxy materials, shares of our common stock owned
of record by each participant are also beneficially owned by such participant.
Unless otherwise indicated, all transactions were in the public market or
pursuant to the Companys equity compensation plans and none of the purchase
price or market value of those shares is represented by funds borrowed or
otherwise obtained for the purpose of acquiring or holding such securities.
9
Shares Purchased
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Shares Sold
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Price Per Share
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Date of Transaction
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Robert
J. Weatherbie
|
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465
|
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$
|
12.75
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5/30/2006
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100
|
|
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$
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14.35
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5/29/2007
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1,537
|
|
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$
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14.55
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5/29/2007
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65
|
|
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|
$
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16.00
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5/27/2008
|
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824
|
|
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$
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15.33
|
|
5/27/2008
|
|
|
|
|
|
|
|
|
|
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Carolyn
S. Jacobs
|
|
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233
|
|
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$
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12.75
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|
5/30/2006
|
|
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5,000
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$
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15.30
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3/23/2007
|
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52
|
|
|
|
$
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14.35
|
|
5/29/2008
|
|
977
|
|
|
|
$
|
14.55
|
|
5/29/2008
|
|
33
|
|
|
|
$
|
16.00
|
|
5/27/2008
|
|
471
|
|
|
|
$
|
15.33
|
|
5/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
Sandra
J. Moll
|
|
|
|
72
|
|
|
|
$
|
14.35
|
|
5/29/2007
|
|
387
|
|
|
|
$
|
14.55
|
|
5/29/2007
|
|
48
|
|
|
|
$
|
14.35
|
|
5/29/2007
|
|
200
|
|
|
|
$
|
13.80
|
|
1/1/2008
|
|
44
|
|
|
|
$
|
16.00
|
|
5/27/2008
|
|
439
|
|
|
|
$
|
15.33
|
|
5/27/2008
|
|
32
|
|
|
|
$
|
16.00
|
|
5/27/2008
|
|
310
|
|
|
|
$
|
15.33
|
|
5/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
Denis
A. Kurtenbach
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
L. Smith
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harold
G. Sevy, Jr.
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory
D. Sigman
|
|
|
|
312
|
|
|
|
$
|
15.50
|
|
9/22/2006
|
|
688
|
|
|
|
$
|
15.50
|
|
9/26/2006
|
|
|
|
|
|
|
|
|
|
|
|
Connie
D. Hart
|
|
|
|
4,800
|
|
|
|
$
|
8.19
|
|
5/21/2008
|
|
|
|
|
|
|
|
|
|
|
|
Robert
M. Blachly
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce
R. Vance
|
|
|
|
39
|
|
|
|
$
|
16.00
|
|
5/27/2008
|
|
|
|
|
|
|
|
|
|
|
|
Kaila
D. Beeman
|
|
|
|
|
|
|
|
$
|
|
|
|
|
10
Miscellaneous Information Regarding Participants
Except
as described in this Exhibit A or our definitive proxy statement filed on April 28, 2008,
to our knowledge, none of the participants (i) beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly,
any shares or other securities of our Company or any of our subsidiaries, (ii) has
purchased or sold any of such securities within the past two years or (iii) is,
or within the past year was, a party to any contract, arrangement or
understanding with any person with respect to any such securities. Except as
disclosed in this Exhibit A or our definitive proxy statement filed on April 28, 2008,
to our knowledge, none of the participants associates beneficially owns,
directly or indirectly, any of our securities. Other than as disclosed in this Exhibit A
or the definitive proxy statement filed on April 28, 2008, to our
knowledge, neither we nor any of the participants has any substantial
interests, direct or indirect, by security holding or otherwise, in any matter
to be acted upon at the annual meeting or is or has been within the past year a
party to any contract, arrangement or understanding with any person with
respect to any of our securities, including, but not limited to, joint
ventures, loan or option agreements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits or the giving or
withholding of proxies. To our knowledge, other than as disclosed in this Exhibit A
or our definitive proxy statement filed on April 28, 2008, none of us, the participants or any of their
associates has had or will have a direct or indirect material interest in any
transaction or series of similar transactions since the beginning of our last
fiscal year or any currently proposed transactions, or series of similar
transactions, to which we or any of our subsidiaries was or is to be a party in
which the amount involved exceeds $120,000.
Other
than as set forth in this Exhibit A or our definitive proxy statement
filed on April 28, 2008, to our knowledge, none of us, any of the
participants or any of their associates has any arrangements or understandings
with any person with respect to any future employment by us or our affiliates
or with respect to any future transactions to which we or any of our affiliates
will or may be a party.
11
TEAM
FINANCIAL, INC.
8 West Peoria, Suite 200
Paola, Kansas 66071
1.
Election of three Class III
Directors.
The Board of Directors
recommends a vote
FOR
the listed
nominees.
|
|
For
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Withhold
|
Robert M. Blachly
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|
o
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|
o
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Carolyn S. Jacobs
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|
o
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|
o
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Denis Kurtenbach
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o
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|
o
|
2.
Proposal regarding the extension of the
term of the 1999 Employee Stock Purchase Plan.
The Board of Directors
recommends a vote
FOR
Proposal
Number 2.
o
FOR
|
|
o
AGAINST
|
|
o
ABSTAIN
|
3.
Ratification of the appointment of KPMG
LLP as our independent auditors for 2008.
The Board of Directors
recommends a vote
FOR
the
ratification of the appointment of KPMG LLP as our independent auditors for
2008.
o
FOR
|
|
o
AGAINST
|
|
o
ABSTAIN
|
4.
Transaction of such other business as may
properly come before the meeting.
o
FOR
|
|
o
AGAINST
|
|
o
ABSTAIN
|
|
|
|
|
|
SIGNATURE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SIGNATURE IF HELD
JOINTLY
|
|
|
|
|
Please sign your name
exactly as it appears above. When shares
are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership,
please sign in partnership name by authorized person.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The above signed
shareholder of Team Financial, Inc. acknowledges receipt of the notice of
the annual meeting of shareholders, to be held on Tuesday, June 17, 2008,
at 9:00 a.m., at the Paola High School Auditorium, 401 North Angela,
Paola, Kansas, and hereby appoints Carolyn S. Jacobs and Julie L. Boyle, or
either of them, each with the power of substitution, as attorneys and proxies
to vote all the shares of the above signed at the annual meeting and at all
adjournments thereof, hereby ratifying and confirming all that the attorneys
and proxies may do or cause to be done by virtue hereof. The above-named attorneys and proxies are instructed
to vote all of the above signed shareholders shares as indicated on the
reverse side.
This proxy, when properly
executed, will be voted in the manner directed herein by the above signed
shareholder. If no direction is made,
this proxy will be voted FOR Proposals 1, 2 and 3.
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD PROMPTLY.
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