dfan14a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. _____)
Filed by
the Registrant o
Filed by
a Party other than the Registrant x
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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TEAM
FINANCIAL, INC.
(Name of
Registrant as Specified In Its Charter)
KEITH B.
EDQUIST
JEFFREY
L. RENNER
LLOYD A.
BYERHOF
(Name of
Person(s) Filing Proxy Statement, if other then the Registrant)
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of Filing Fee (Check the appropriate box):
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Keith B.
Edquist, together with the other participants named herein, is filing materials
contained in this Schedule 14A with the Securities and Exchange
Commission in connection with the anticipated solicitation of proxies for
the election of three nominees as Directors at the next Annual Meeting of
Shareholders of Team Financial, Inc.
Item
1: The following press release was issued on May 30,
2008:
FOR
IMMEDIATE RELEASE
PRESS
RELEASE
TEAM
FINANCIAL, INC. RESORTS TO NAME
CALLING
RATHER THAN ADDRESS THE ISSUES
OMAHA, NE
(May 30, 2008) - Keith B. Edquist, who resigned as a Director of Team Financial,
Inc. in order to mount a proxy contest and to elect himself, Lloyd Byerhof and
Jeffrey Renner to the Board of Team Financial, Inc. responded to the Company’s
press release regarding the proxy solicitation: “Rather than address
the issues that are important to shareholder value, the Management and the Board
of Team Financial has responded to my solicitation by referring to our efforts
as ‘sour grapes’ and resorting to name calling. Obviously, they would
rather call names than address the issues that I have raised.”
Mr.
Edquist stated that the issue, as he sees it, is the fact that for the period
from 2000 to 2007, the earnings of the Company have increased at an average
yearly rate of 4%, while Mr. Weatherbie’s compensation has increased at an
average rate of 31% per year. “That calculation does not even
consider the staggering $6.4 million loss for the first quarter of 2008”, he
said.
Mr.
Edquist also commented on the Company’s assertion that in late 2005, when
Mr. Edquist was on the Company’s Compensation Committee he “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.” Mr. Edquist stated: “The Company is
referring to the preliminary proxy solicitation materials which I have filed
with the Securities and Exchange Commission, but which have not yet been
provided to the shareholders. They say that I did not disclose in
those materials my part in approving the executive employment and salary package
for the Chief Financial Officer. They obviously overlook that I
disclosed in my preliminary materials the fact that at that very same meeting I:
(i) challenged the methodology of the consultant hired by the Company; (ii)
voted against a base salary increase for the CEO; (iii) suggested a substantive
review of all components of executive compensation; (iv) suggested that a
complete review of the form of the employment contract for executives be
undertaken; (v) objected to any increase in the base salary of the CFO until the
Compensation Committee completed a review of all components of executive
compensation; (vi) voted against increasing the CFO’s base salary by 5%; (vii)
approved payment of a discretionary bonus of $45,000 to the CFO, stating that I
thought the CFO, who was a founder and once President, should receive a bonus if
a bonus was being paid to the CEO; (viii) voted against extending a new
three-year contract to the CEO prior to a complete review of the form of the
contract; and (ix) voted in favor of granting the CFO a three-year contract,
subject to the condition that the contract form for the CEO and CFO would be
reviewed as a priority item in 2006. To my knowledge that review
never happened.”
“The
Company’s reference to my offer to purchase one of the Nebraska bank branches is
just another effort by Management to deflect shareholder attention from the real
issue” said Mr. Edquist. “I had a very preliminary discussion
with the Chairman as to whether the Company would consider selling the Fort
Calhoun branch” continued Mr. Edquist. “The Fort Calhoun branch is a
very small operation, with total assets in the neighborhood of $18 million--a
branch that, quite frankly, has grown smaller since purchased by the Company”
stated Mr. Edquist. “How that would negatively impact a $750 million
company escapes me” he said.
CERTAIN
INFORMATION CONCERNING THE PARTICIPANTS
THIS
COMMUNICATION IS NOT A SOLICITATION OF A PROXY WHICH MAY BE DONE ONLY PURSUANT
TO A DEFINITIVE PROXY STATEMENT. STOCKHOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
MESSRS. EDQUIST, BYERHOF AND RENNER, FOR USE AT ITS NEXT ANNUAL MEETING OF
STOCKHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND FORM OF
PROXY WILL BE MAILED TO STOCKHOLDERS OF TEAM FINANCIAL, INC., AND WILL BE
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, COPIES OF THE PROXY STATEMENT AND
OTHER DOCUMENTS WILL BE PROVIDED WITHOUT CHARGE UPON REQUEST. REQUEST
FOR COPIES SHOULD BE DIRECTED TO KEITH B. EDQUIST AT THE ABOVE ADDRESS
OR BY E-MAIL TO: [email protected]. THE
PARTICIPANTS IN THE PROXY SOLICITATION ARE ANTICPATED TO BE KEITH B. EDQUIST,
LLOYD A. BYERHOF AND JEFFREY L. RENNER (THE
“PARTICIPANTS”). INFORMATION REGARDING THE PARTICIPANTS, INCLUDING
THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE
CONTAINED IN THEIR DEFINITIVE PROXY STATEMENT. AS OF MAY 30,
2008, EACH OF THE PARTICIPANTS MAY BE DEEMED TO BENEFICIALLY OWN
154,660 SHARES OF COMMON STOCK OF TEAM FINANCIAL, INC., 101,260 SHARES
BENEFICIALLY OWNED BY KEITH B. EDQUIST, 7,000 SHARES BENEFICIALLY
OWNED BY LLOYD A. BYERHOF AND 46,400 SHARES BENEFICIALLY OWNED BY
JEFFERY L. RENNER. EACH OF THE PARTICIPANTS DISCLAIMS
BENEFICIAL OWNERSHIP OF SUCH SHARES EXCEPT TO THE EXTENT OF HIS PECUINIARY
INTEREST THEREIN.
Contact:
Keith B.
Edquist