Team Financial Inc /Ks - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 17 2008 - 9:52AM
Edgar (US Regulatory)
UNITED
STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
SCHEDULE 14A
|
(Rule 14a-101)
|
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
|
Filed by the Registrant
x
|
|
Filed by a Party other than the
Registrant
o
|
|
Check the appropriate box:
|
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
Definitive Proxy Statement
|
x
|
Definitive Additional Materials
|
o
|
Soliciting Material Pursuant to
§240.14a-12
|
|
Team
Financial, Inc.
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
Payment of Filing Fee (Check the
appropriate box):
|
x
|
No fee required.
|
o
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to
which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
(3)
|
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):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
o
|
Fee paid previously with preliminary
materials.
|
o
|
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.
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
|
|
|
FOR IMMEDIATE
RELEASE
|
|
For More Information Contact:
|
|
|
Robert J. Weatherbie
|
|
|
Chief Executive Officer
|
|
|
Team Financial, Inc.
|
|
|
(913) 294-9667
|
|
|
bob.weatherbie@teamfinancialinc.com
|
|
|
http://www.teamfinancialinc.com
or Contact the Companys Solicitor:
Georgeson
Banks & Brokers Call: 212-440-9800
Call Toll Free: 866-344-8965
|
Team Financial, Inc. announces agreement with large stockholder;
2008 Annual Meeting to be Reconvened
Paola, Kansas, June 17, 2008 - Team Financial, Inc. (NASDAQ:
TFIN) today announced that it has reached an agreement with a large
stockholder, the Bicknell Group, Leawood, Kansas, regarding several corporate
governance matters.
Under the Agreement, Team agreed to postpone or adjourn the 2008 Annual
Meeting of Stockholders in order to resolicit proxies for a revised slate of Class III
Director nominees to be elected at the
reconvened meeting. It is expected the
reconvened meeting will be held within sixty (60) days. The Bicknell Group has
agreed to vote in favor of a revised slate to be nominated by the Company which
includes existing director, Robert Blachly; former chief financial officer and
director, Richard J. Tremblay; and Jeffery L. Renner, a current non-management
nominee to the Board of Directors. Those nominations are subject to
non-objection by the Companys banking regulator in the case of Mr. Tremblay
and Mr. Renner, and, in Mr. Renners case, his willingness to serve
if nominated.
The Company also announced that, in conjunction with the Agreement,
Carolyn Jacobs and Denis Kurtenbach have declined to stand for nomination as Class III
directors. In addition, independent
director, Harold G. Sevy, Jr. has agreed to tender his resignation as a
director effective no later than the reconvened meeting so that the number
of Board positions will be reduced to
eight directors.
In addition, the Companys previously announced Strategic Planning
Committee of the Board will be reconstituted to consist of Connie D. Hart,
Jeffery L. Renner and Richard J. Tremblay, with Ms. Hart serving as
chairperson. Also the Audit Committee
of the Board will be composed of Greg Sigman, who will serve as chairperson,
Connie Hart and Jeffery L. Renner. The
Nominating Committee will be composed of Robert M. Blachly, who will be the
chairperson, Gregory D. Sigman and Kenneth L. Smith. The Compensation Committee will be composed
of Kenneth L. Smith, who will be chairperson, Connie Hart and Jeffery L.
Renner. All other directors will have
the right to participate in committee meetings consistent with regulatory
requirements and committee charters.
The Company also agreed to not extend its Rights Agreement with
American Securities Transfer & Trust, Inc., as rights agent,
beyond the expiration date of June 3, 2009 or adopt any similar
agreement without stockholder approval.
The Company further agreed to seek to eliminate its classification of
the Board of Directors so that annually all directors will stand for
re-election. This proposal is to be
presented to the stockholders at the 2009 Annual Meeting.
Under the Agreement, the Company will move forward with its plan to have
Connie Hart, an independent director, become chairperson of the Board, as
previously announced.
The Bicknell Group, which owns 427,025 shares of common stock, or 11.9%
of the outstanding shares, agreed to refrain from any tender offer, exchange
offer, merger or business combination with the Company as well as to refrain
from any solicitation of proxies until the earlier of the 2009 Annual Meeting
or June 30, 2009. Also, prior to
the 2009 Annual Meeting, the Bicknell Group agreed not to propose any matter to
submission to the Companys stockholders or to seek to amend any provision of
the Companys Articles of Incorporation or bylaws.
Robert J. Weatherbie, Chairman and Chief Executive Officer, stated: We
are extremely pleased and gratified that the Bicknell Group has joined with us
to take these actions which will be in the best interests of all of our
stockholders and we look forward to continuing support and cooperation with the
Bicknell Group.
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 stockholders 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.
Triumph Financial (NASDAQ:TFIN)
Historical Stock Chart
From Oct 2024 to Nov 2024
Triumph Financial (NASDAQ:TFIN)
Historical Stock Chart
From Nov 2023 to Nov 2024