Team Financial Inc /Ks - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 03 2008 - 5:13PM
Edgar (US Regulatory)
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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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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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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Aggregate number of securities to
which transaction applies:
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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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Total fee paid:
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Fee paid previously with preliminary
materials.
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for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
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(1)
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Amount Previously Paid:
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Team Financial, Inc.
Compensation Committee Board of Directors
June 3, 2008
Dear
Fellow Shareholders:
We
write to you to advise you to discard any solicitation materials that you
received with a GOLD proxy card. These
materials are not from your Board.
Please vote the enclosed WHITE proxy card.
We
would also like to address the accusations of dissident shareholder, Keith
Edquist, who has filed a proxy statement urging you to vote for him and his two
nominees for directors of the Company. In the information he seeks
to distribute to you he makes inaccurate and misleading statements, of which
the following we feel compelled to address:
1.
He claims we
are not doing our job as your Compensation Committee. He is wrong. Here
are the facts: We reviewed, analyzed and
discussed at length a very large amount of written material when Mr. Edquist
served on our committee and we continue to do so. The list of documents we reviewed while Mr. Edquist
served on our committee was lengthy we have attached it as Exhibit A for
your review. We continue to review the
same type of information in making our decisions about executive pay.
2.
He claims that
when he was on the Compensation Committee, he alone objected to the excessive
compensation agreements approved by the Compensation Committee for the Companys
executives. He claims he objected to the Chief Financial Officers (CFOs)
executive compensation agreement. But in fact, he himself made the motion
to approve the CFOs executive compensation agreement in 2005 and voted in
favor of it. This was the same executive contract form which the Compensation
Committee approved for the Chief Executive Officer (CEO) at the same meeting
over Mr. Edquists objection. Mr. Edquist never explained why,
in his opinion, the executive compensation agreement was good for the CFO but
not the CEO. Mr. Edquist fails to
disclose that our CEO performs two significant jobs for us; in addition to
being CEO, he is also President of our largest bank, TeamBank, N.A. This allows us to save significant costs.
3.
Mr. Edquist
also claims that Llyod Byerhof also resigned from the Board of Directors as a
result of disputes over executive compensation, but this is not true. Lloyd
Byerhofs resignation letter filed with the SEC does not mention compensation
at all. Mr.
2
Byerhofs
resignation letter can be viewed at www.sec.gov. You can see for yourself
that Mr. Edquists claim is false.
The
Compensation Committee, comprised solely of independent directors, seeks and
analyzes the recommendations of executive compensation consultants, but we are
vigilant in our compliance with the Compensation Committee charter and have
always believed that executive compensation should be tied to Company
performance. We study the various ways that executive compensation can be
structured. The formulas we use to calculate executive bonuses are tailored to whether
the executive has accomplished the targets set each year. We make
appropriate adjustments when the Companys performance is significantly
affected by singular events such as a Board decision to settle litigation or a Board
decision to refinance our trust preferred securities. These are not
issues over which an executive has control. In our view, bonuses should be determined
based upon an executives individual merits and singular events should not be
allowed to camouflage the performance of the executive in achieving targeted
earnings, revenues and strategic goals.
When
a dissident shareholder asks you to favor him in this election, we urge you to
carefully consider whether electing him and his nominees assures better
performance. We can tell you that over
the past six years, our experience with Mr. Edquist indicates that trying
to work with him is not a path likely to breed success in the challenging
economic environment faced by the banking industry. Please consider
carefully whether you want to burden your Company with a former director who
refuses to cooperate in even the most mundane matters such as refusing to use
the Companys internet communication system for directors.
His
recent proxy actions represent yet another expensive and unnecessary
confrontation which we believe will not lead to increased shareholder
value. Please call us to discuss your concerns. We want to answer
your questions.
We
ask that you vote the WHITE proxy card.
Sincerely,
/s/
Denis Kurtenbach, Chairman of the Compensation Committee (phone: 913-294-3689)
/s/
Harold Sevy, Compensation Committee Member (phone: 913-294-3281)
/s/
Kenneth Smith, Compensation Committee Member (phone: 913-294-5379)
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EXHIBIT
A
INFORMATION
YOUR COMPENSATION COMMITTEE REVIEWED THAT WAS PRESENTED TO THEN DIRECTOR
EDQUIST IN 2005.
Here is the information from our committee
minutes on December 20, 2005: The
following documentary information was presented and reviewed:
·
2005 Recap;
·
Draft 2005
Strategic Objectives;
·
Summary of
Performance on 2005 Strategic Objectives;
·
OCC
examinations on TeamBank and Colorado National Bank;
·
Summary of
discretionary bonuses granted to employees;
·
Retirement
Benefit analysis from Clark Consulting, an outside independent consulting firm;
·
Peer Group
summary of 18 community banks total compensation comparing base salaries,
bonus, long term compensation, total compensation, stock options, types of
contracts and duration, salary continuation plans for executives and with
respect to the sample banks the comparative performance date including return
on assets, net interest margins, non-interest expenses and asset size;
·
The Committee
also examined a numerical summary of internal comparative ratios for the current
Team Financial, Inc. upper level employees from 2001 to 2004;
·
An analysis of
the percent of increase each year in base salary bonus and stock options;
·
A descriptive
summary of the cost to the Company to terminate existing senior executive
contracts;
·
A historical
comparison of financial executive compensation by size of institution, region, return
on average assets with historical compensation of the Company CEO including an
analysis of mid points and a percent of mid points.
·
The Committee
received a written overview of the Bank Owned Life Insurance program, including
calculations from Clark Consulting regarding the salary continuation plan and
deferred compensation plan. Also, at the
December 20, 2005 meeting, Mr. Watson, the committee consultant from The
Watson Company reviewed and commented upon the information presented by
management and additional information regarding an internal salary survey.
·
Please note
that Mr. Edquist was a committee member who attended this meeting and the
minutes state, No committee member requested that the committee receive or
consider additional data or information with respect to executive compensation
decisions for 2005.
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
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.
5
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