<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ x ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
TEAM FINANCIAL, INC.
----------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GREG SCHREACKE
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) 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.(1)
--------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------------
5) Total fee paid:
--------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
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<PAGE>
TEAM FINANCIAL, INC.
8 WEST PEORIA, SUITE 200
PAOLA, KANSAS 66071
(913) 294-9667
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 20, 2000
- --------------------------------------------------------------------------------
To the Shareholders of Team Financial, Inc.:
DATE: June 20, 2000
TIME: 2:00 p.m. central time
PLACE: Paola High School Auditorium
202 East Wea
Paola, Kansas 66071
MATTERS TO BE VOTED ON:
1. Election of two directors;
2. A proposal to increase the number of shares reserved for
issuance under the 1999 Stock Incentive Plan (the "Plan") from
70,000 shares to 470,000 shares;
3. Ratification of KPMG LLP as our independent auditors
for 2000; and
4. Any other matters properly brought before shareholders at our
meeting.
You are cordially invited to attend the meeting in person. To ensure
that you are represented at the meeting, please fill in, sign and return the
enclosed proxy card as promptly as possible. Your early attention to the proxy
statement will be greatly appreciated because it will reduce the cost we incur
in obtaining your voting instructions.
By Order of the Board of Directors
/s/ Robert J. Weatherbie
Robert J. Weatherbie
Chairman and Chief Executive
Officer
April 28, 2000
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Information About Voting.......................................... 1
Stock Ownership........................................................... 3
Proposal No. 1 Election of Directors.................................... 6
Proposal No. 2 Increase the Number of Shares Reserved For Issuance
Under the 1999 Stock Incentive Plan...................... 16
Proposal No. 3 Appointment of Independent Auditors...................... 17
Other Matters............................................................. 19
Shareholder Proposals..................................................... 20
</TABLE>
<PAGE>
TEAM FINANCIAL, INC.
8 WEST PEORIA, SUITE 200
PAOLA, KANSAS 66071
(913) 294-9667
PROXY STATEMENT
JUNE 20, 2000 ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished to you in connection with the
solicitation of proxies by the Board of Directors of Team Financial, Inc. for
use at our 2000 annual meeting. This Proxy Statement and the enclosed proxy card
were sent to shareholders on or about May 15, 2000.
The following matters will be acted on at our annual meeting:
1. Election of two Directors to serve three year terms;
2. A proposal to increase the number of shares reserved for
issuance under the 1999 Stock Incentive Plan (the "Plan") from
70,000 shares to 470,000 shares;
3. Ratification of the appointment of KPMG LLP as our
independent auditors for 2000; and
4. Any other business as may properly come before our meeting.
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE?
You can vote your shares of common stock if our records show that you
owned the shares on April 25, 2000. A total of 3,915,540 shares of common stock
can vote at the annual meeting. You get one vote for each share of common stock.
The enclosed proxy card shows the number of shares you can vote.
HOW DO I VOTE BY PROXY?
Follow the instructions on the enclosed proxy card to vote on each
proposal to be considered at the annual meeting. Sign and date the proxy card
and mail it back to us in the enclosed envelope. The proxyholders named on the
proxy card will vote your shares as you instruct. If you sign and return the
proxy card but do not vote on a proposal, the proxyholders will vote for you on
that proposal. Unless you instruct otherwise, the proxyholders will vote for
each of the two director nominees and for the other proposals to be considered
at the meeting.
<PAGE>
WHAT IF OTHER MATTERS COME UP AT THE ANNUAL MEETING?
The matters described in this proxy statement are the only matters we
know will be voted on at the annual meeting. If other matters are properly
presented at the meeting, the proxyholders will vote your shares as they see
fit.
CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes. At any time before the vote on a proposal, you can change your
vote either by giving the Company's secretary a written notice revoking your
proxy card or by signing, dating, and returning to us a new proxy card. We will
honor the proxy card with the latest date.
CAN I VOTE IN PERSON AT THE ANNUAL MEETING RATHER THAN BY COMPLETING THE PROXY
CARD?
Although we encourage you to complete and return the proxy card to
ensure that your vote is counted, you can attend the annual meeting and vote
your shares in person, even if you have previously completed and returned a
proxy card.
WHAT DO I DO IF MY SHARES ARE HELD IN "STREET NAME"?
If your shares are held by your broker, a bank or other nominee, you
will probably receive this proxy statement from them with instructions for
voting your shares. Please respond quickly so that they may represent you.
If your shares are held in the name of a broker, bank or other nominee,
and you do not tell that person how to vote your shares (so-called "broker
nonvotes"), that person can vote them as it sees fit only on matters that self
regulatory organizations determine to be routine, and not on any other proposal.
Broker nonvotes will be counted as present to determine if a quorum exists but
will not be counted as present and entitled to vote on any nonroutine proposal.
HOW ARE VOTES COUNTED?
We will hold the annual meeting if holders of at least one-third of the
shares of common stock entitled to vote either sign and return their proxy cards
or attend the meeting. If you sign and return your proxy card, your shares will
be counted to determine whether we have a quorum even if you abstain or fail to
vote on any of the proposals listed on the proxy card. Approval to increase the
number of shares issuable under the 1999 Stock Incentive Plan and approval of
the appointment of independent auditors will require the affirmative vote of a
majority of the shares represented at the meeting. With respect to the election
of directors, you are entitled to cumulate your votes which means that you may
cast all of your votes for any one nominee or to distribute your votes among any
two or more nominees. The number of votes you have the right to cast among the
nominees is determined by multiplying the number of shares you own by two. If
votes for a certain director nominee are withheld, those votes will be voted
equally for the election of all directors.
2
<PAGE>
If your shares are held in the name of a nominee, and you do not tell
the nominee in a timely manner how to vote your shares (so-called "broker
nonvotes"), the nominee can vote them as it sees fit only on matters that self
regulatory organizations determine to be routine, and not on any other proposal.
Broker nonvotes will be counted as present to determine if a quorum exists but
will not be counted as present and entitled to vote on any nonroutine proposal.
WHO PAYS FOR THIS PROXY SOLICITATION?
We do. In addition to sending you these materials, some of our
employees may contact you by telephone, by mail, or in person. None of these
employees will receive any extra compensation for doing this.
STOCK OWNERSHIP
The following table shows the number of shares of common stock
beneficially owned as of March 24, 2000 by:
* each person who we know beneficially owns more than 5% of the
common stock;
* each director;
* each executive officer named in Executive Compensation; and
* the directors and executive officers as a group.
3
<PAGE>
<TABLE>
<CAPTION>
COMMON SHARES BENEFICIALLY OWNED
----------------------------------
NAMES AND ADDRESSES OF BENEFICIAL OWNER(1) NUMBER PERCENT
- ------------------------------------------ ------- -------
<S> <S> <S>
Robert J. Weatherbie(2).......................................... 182,963 4.4%
8 West Peoria, Suite 200
P.O. Box 402
Paola, Kansas 66071-0402
Michael L. Gibson(3)............................................. 175,257 4.2%
8 West Peoria, Suite 200
P.O. Box 402
Paola, Kansas 66071-0402
Rick P. Bartley(4)............................................... 6,984 *
8 West Peoria, Suite 200
P.O. Box 402
Paola, Kansas 66071-0402
Carolyn S. Jacobs(5)............................................. 127,855 3.1%
8 West Peoria, Suite 200
P.O. Box 402
Paola, Kansas 66071-0402
Neil Blakeman(6)................................................. 61,356 1.5%
8 West Peoria, Suite 200
P.O. Box 402
Paola, Kansas 66071-0402
R.G. (Gary) Kilkenny(7).......................................... 25,640 *
4304 West 115th
Leawood, Kansas 66211
Denis A. Kurtenbach(8)........................................... 4,425 *
8 West Peoria, Suite 200
P.O. Box 402
Paola, Kansas 66071-0402
Glen E. Gilpin........................................... 63,780 1.7%
302 Peyton Street
Emporia, Kansas 66801
Montie K. Taylor(9)...................................... 45,042 1.1%
1900 Main
Parsons, Kansas 67357
Employee Stock Ownership Plan(10).................................... 1,271,834 32.5%
8 West Peoria, Suite 200
P.O. Box 402
Paola, Kansas 66071-0402
All executive officers and
directors as a group (nine persons) (9)............................ 629,522 15.2%
</TABLE>
- ------------
(1) Unless otherwise indicated, the shares are held directly in the names
of the beneficial owners and each person has sole voting and sole
investment power with respect to the shares. Participants to whom
certain shares held by the ESOP have been allocated are entitled to
direct the ESOP trustee as to matters in which voting rights may be
exercised, and the ESOP trustee will vote such shares, subject to its
fiduciary duties. With respect to other matters, participants are only
entitled to direct the ESOP trustee with respect to voting on major
corporate matters, such as mergers, reorganizations, recapitalizations,
liquidations, consolidations or sales of substantially all of our
assets.
4
<PAGE>
(2) Includes 57,359 shares of common stock owned by his wife and 200 shares
owned by his minor children, over which he may be deemed to have shared
voting and investment power. Also includes 125,404 shares of common
stock that have been allocated to Mr. Weatherbie's account in the ESOP.
(3) Includes 500 shares of common stock owned jointly with his wife and 200
shares owned by his minor children, over which he may be deemed to have
shared voting and investment power. Also includes 128,207 shares of
common stock that have been allocated to Mr. Gibson's account in the
ESOP.
(4) Includes 2,081 shares of common stock that have been allocated to Mr.
Bartley's account in the ESOP.
(5) Includes 19,450 shares of common stock owned by her husband's revocable
trust, over which she may be deemed to have shared voting and
investment power. Also includes 108,405 shares of common stock that
have been allocated to Ms. Jacobs's account in the ESOP.
(6) Includes 200 shares owned jointly by Mr. Blakeman and his wife and 300
shares of common stock owned individually by Mr. Blakeman's wife, over
all of which shares Mr. Blakeman may be deemed to have shared voting
and investment power. Also includes 60,556 shares of common stock that
have been allocated to Mr. Blakeman's account in the ESOP.
(7) Includes 8,545 shares owned jointly by Mr. Kilkenny and his wife and
10,640 shares owned by a corporation controlled by Mr. Kilkenny.
(8) Includes 925 shares of common stock held by Mr. Kurtenbach in an
Individual Retirement Account over which he may be deemed to have
voting and investment power.
(9) Includes 640 shares owned jointly by Mr. Taylor and his wife. Also
includes 20,962 shares of common stock that have been allocated to Mr.
Taylor's account in the ESOP.
(10) The ESOP holds 1,306,834 shares of record. Team Financial, Inc., acting
through its board of directors, is the ESOP trustee.
* Less than 1%.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Based on a review of the record, we believe that all reports on Forms
3, 4 and 5 have been timely filed by our officers and directors.
5
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors is divided into three classes that serve three
year terms as follows:
<TABLE>
<CAPTION>
CLASS EXPIRATION MEMBERS
----- ---------- -------
<S> <C> <C>
Class I 2000 Neil Blakeman and R.G. (Gary) Kilkenny
Class II 2001 Michael L. Gibson, Montie Taylor and Robert J.
Weatherbie
Class III 2002 Glen E. Gilpin, Denis A. Kurtenbach and Carolyn S.
Jacobs
</TABLE>
The terms of Messrs. Blakeman and Kilkenny expire at the meeting
and we propose that they be elected to three year terms expiring at our
annual meeting in 2003. In the election of directors, you have the right to
cumulate your votes. This means that you may cast all of your votes for
either nominee or distribute your votes amongst the two nominees in any
amount you desire. The number of votes you have the right to cast is
determined by multiplying the number of shares you own by two. If votes for a
certain director nominee are withheld, those votes will be distributed to the
remaining director nominee. If no instructions are given, the shares will be
voted equally for the election of all directors.
Our non-employee directors receive $200 per month and $150 per board
meeting attended. In addition, directors are reimbursed for expenses incurred in
attending board meetings.
The Board of Directors had 11 meetings during 1999. Each director
attended all of the meetings of the Board (except Dennis A. Kurtenbach who
missed one meeting and R.G. (Gary) Kilkenny who missed two meetings).
There are no family relationships between or among any directors or
executive officers and none serve as a director of any company required to file
reports under the Securities Exchange Act of 1934 or which is registered under
the Investment Company Act of 1940.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF MESSRS.
BLAKEMAN AND KILKENNY. PROXIES SOLICITED BY YOUR BOARD OF DIRECTORS WILL BE
VOTED FOR THEM UNLESS INSTRUCTIONS ARE GIVEN TO THE CONTRARY.
6
<PAGE>
The following sets forth certain information with respect to both of
these nominees, and our other directors and executive officers.
<TABLE>
<CAPTION>
OFFICER OR
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
<S> <C> <C> <C>
Robert J. Weatherbie 53 Chief Executive Officer and Chairman of 1986
the Board
Michael L. Gibson 53 President-Acquisitions/Investments, 1986
Chief Financial Officer and Director
Carolyn S. Jacobs 56 Senior Vice President and Trust Officer of 1986
TeamBank, N.A. and Treasurer and Director(2)
Neil Blakeman 60 Executive Vice President of TeamBank, N.A. 1986
and Director
Denis A. Kurtenbach 64 Director(1)(2) 1995
Glen E. Gilpin 77 Director(1) 1996
R.G. (Gary) Kilkenny 68 Director(1)(2) 1997
Montie K. Taylor 49 Director, President of First National Bank 1997
Parsons
Rick P. Bartley 49 President and Chief Executive Officer 1997
of TeamBank N.A.
</TABLE>
- ----------
(1) Member of the audit committee.
(2) Member of the compensation committee.
There are no family relationships among any of the directors and
executive officers of The Company.
ROBERT J. WEATHERBIE has served as Team Financial, Inc.'s Chief
Executive Officer since September 1995, and Chairman of the Board and director
since May 1986. Prior to that time he was an executive officer of TeamBank,
N.A., formerly known as Miami County National Bank, for 13 years. Mr. Weatherbie
is a member of the Miami County Bankers Association. He obtained a Bachelor of
Arts degree from Emporia State University, Emporia, Kansas in 1969 and graduated
from the Colorado School of Banking at the University of Colorado and the
American Institute of Banking - Kansas City Chapter.
MICHAEL L. GIBSON has served as an executive officer and director of
Team Financial, Inc. since May 1986 and as Chief Financial Officer and President
Acquisitions/Investments since September 1995. Prior to 1986 he was an executive
officer for TeamBank, N.A., formerly known as Miami County National Bank, for 15
years. He has also been a member of the board of directors of Bauersfeld
Enterprises, Inc., a retail grocery store operator, since 1990. He obtained a
Bachelor's degree from Kansas State University in Manhattan, Kansas in 1970, and
graduated from the Colorado School of Banking at the University of Colorado, the
Intermediate School of Banking in Lincoln, Nebraska, and the American Institute
of Banking - Kansas City Chapter. He is a member and is currently Chairman of
the Kansas Bankers Association BankPac Committee and past member of the
Governing Council. He is a member of the American Bankers Association BankPac
Committee.
7
<PAGE>
CAROLYN S. JACOBS has served as Treasurer and director of Team
Financial, Inc., as well as Senior Vice President and Trust Officer of TeamBank,
N.A., since May 1986. Prior to 1986, she had worked for Miami County National
Bank, the predecessor to TeamBank, N.A., since 1961. Ms. Jacobs has attended the
American Institute of Banking - Kansas City Chapter, MoKan Basic Trust School,
graduating in 1977, the National Business Institute and was designated as a
Certified Trust Financial Advisor in June 1992. Ms. Jacobs is a member of the
Kansas Bankers Association Trust Division and the Miami County Bankers
Association.
NEIL BLAKEMAN has served as a director of Team Financial, Inc. since
April 1986. He has been Executive Vice President of TeamBank, N.A. since
December 1995 and a director of TeamBank N.A. since June 1996. Prior to December
1995 he worked for Miami County National Bank, the predecessor to TeamBank,
N.A., where he served as a vice president, beginning in 1976. Mr. Blakeman
obtained a Masters of Business Administration degree in 1970 from the University
of Iowa and graduated with a Bachelor of Science degree in Agriculture in 1964
from Kansas State University. Mr. Blakeman is a director of the Miami County
Economic Development Corp., a non- profit entity.
DENIS A. KURTENBACH has served as a director of Team Financial, Inc.
since December 1995. He is Chairman and a director of Pemco, Inc., a privately
held construction management company. He is also Chairman and director of two
subsidiaries of Pemco, Inc., Carrothers Construction Company, L.L.C. and
Triangle Builders, L.L.C. Mr. Kurtenbach is a life director of the Associated
General Contractors of America and was a member of the 1996 and 1997 Executive
Committees. He is also a director of the Kansas Contractors Association. Mr.
Kurtnebach is a member of Holy Trinity Parish in Paola and has been Finance
Council chairman since 1988 and co- chairman of the Development committee since
1996. Mr. Kurtenbach graduated in 1962 with a Bachelor's Degree in Civil
Engineering from South Dakota State University.
GLEN E. GILPIN has served as a director of Team Financial, Inc., since
June 1996. Since 1949, Mr. Gilpin has been owner and manager of Blacktop
Construction, Inc. Mr. Gilpin received a Bachelor of Science Degree in Business
from the University of Kansas in 1944.
MONTIE TAYLOR has served as a director of Team Financial, Inc. since
1997. He has served as President and a director of First National Bank and Trust
Company since September 1987. Mr. Taylor received a Bachelor of Arts Degree from
Pittsburg State University, Pittsburg, Kansas in 1972. He was previously
employed by the thrift industry for 13 years prior to his employment with First
National Bank and Trust Company.
R.G. (GARY) KILKENNY has served as a director of Team Financial, Inc.
since June 1997. He has been Chairman or President of Taylor Forge Engineered
Systems, Inc., a manufacturing company, since 1982. He received a Bachelor's
Degree in 1953 from the University of Santa Clara, Santa Clara, California.
RICK P. BARTLEY has been President and Chief Executive Officer of
TeamBank N.A. since May 1997 and director of TeamBank, N.A. since June 1997.
From 1993 through April 1997, he worked for Compass Bank, Alabama, as the
Manager of Corporate Banking Division in Montgomery. From 1974 to 1993 he worked
for Bank of Oklahoma in several positions, including Manager of Private Banking
and president of a member bank. Mr. Bartley has a Bachelor's Degree
8
<PAGE>
from the University of Arkansas and has attended the Southern Methodist
University Graduate School of Banking.
Our Board of Directors has two committees. The following chart
describes the function and membership of each committee and the number of times
it met in 1999:
AUDIT COMMITTEE -- 3 MEETINGS
<TABLE>
<CAPTION>
FUNCTION MEMBERS
-------- -------
<S> <C> <C>
- - Review internal financial information Denis A. Kurtenbach
- - Review the results of audits with the Glen E. Gilpin
independent auditors R.G. (Gary) Kilkenny
</TABLE>
COMPENSATION COMMITTEE - 3 MEETINGS
<TABLE>
<CAPTION>
FUNCTION MEMBERS
-------- -------
<S> <C> <C>
- - Review and approve compensation Carolyn S. Jacobs*
and benefit programs Denis A. Kurtenbach
- - Approve compensation of senior executives R.G. (Gary) Kilkenny
- - Administer 1999 Stock Incentive Plan
</TABLE>
- -------------
* Ms. Jacobs, who has served as a member of the compensation committee
continuously since 1997, is the only member of the compensation
committee who is also one of our employees.
Compensation Committee Report on Executive Compensation:
Our executive compensation policy is intended to be competitive with
bank holding companies of comparable asset size. The policy is intended to offer
an incentive for performance. The overall compensation program is designed to
retain and reward on both a short and long-term basis. The Committee pays
particular attention to the total compensation paid to the chief executive
officers of other bank holding companies taking into consideration the relative
size of the companies and the experience of their chief executive officers.
Two of the three members of the Compensation and Benefits Committee are
non-employee directors, with the third member, Carolyn S. Jacobs, being an
officer of our subsidiary bank. The principal elements of our executive
compensation program for the fiscal year ended December 31, 1999, applicable to
our Chief Executive Officer were as follows:
- - The salary level is reviewed and determined annually. Consideration is
given to the scope of responsibilities and to being comparable with
similar positions with bank holding companies of comparable size.
Factors included in the comparison are relative size of
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<PAGE>
companies, both currently and over a period of time, and the experience
and responsibility of the individuals. The Committee approves the
salary level after consideration of both internal and external
information as set forth above. In establishing the base salary, the
Committee does not assign any weight to any particular factor.
- - Cash Bonus awards are considered annually. In awarding bonus payments,
factors considered by the Compensation Committee include a review of
the company's financial performance as determined by the company's
revenue growth, return on equity, and asset growth. The Committee
requires the Chief Executive Officer to use a percentage of this cash
bonus to purchase the company's stock in the open market, subject to
any limitations under federal or state securities laws. The percentage
varies from year to year. For December 31, 1999, the Chief Executive
Officer was required to use 50% of his cash bonus to purchase the
company's stock in the open market. There are no restrictions on these
shares, once purchased. Bonuses earned, as a percentage of base salary
for the Chief Executive Officer for 1999 performance was 30%.
- - Stock Options are also awarded annually to the Chief Executive Officer
and certain other senior executives. They are awarded to provide the
Chief Executive Officer and the senior executives with long-term
incentives for profitable growth and to closer align the company's
Chief Executive Officer and senior executives with the interest of the
company's shareholders. Retention and long-term reward are both factors
considered in granting stock options. With respect to the amount of
options to be granted, consideration is given to the scope of
responsibility and the degree of its effect on the company's
performance as well as the degree of importance in providing incentive
to the individual to stay with the company over time. The Committee, in
determining whether to grant options or in the granting of options,
does not take into consideration the amounts of options previously
granted or outstanding.
Other elements of compensation offered to the Chief Executive Officer
and to all other eligible employees include participation in a 401(k) deferred
contribution plan, the company's Employee Stock Ownership Plan, and the
company's organization wide performance based bonus program.
Submitted by the Compensation and Benefits Committee of Team Financial,
Inc.'s Board of Directors: Carolyn S. Jacobs R.G. (Gary) Kilkenny Denis A.
Kurtenbach
Compensation Committee Interlocks and Insider Participation: The
Compensation and Benefits Committee consists of three members of the Board of
Directors of the Company. Two of the three members of the Compensation and
Benefits Committee are non-employee directors, with the third member, Carolyn S.
Jacobs, being an employee of the Company. During 1999, the Committee consisted
of Carolyn S. Jacobs, R.G. (Gary) Kilkenny, and Denis A. Kurtenbach.
10
<PAGE>
EXECUTIVE COMPENSATION.
The following table sets forth information regarding the compensation paid by
us for services rendered in all capacities during 1997, 1998 and 1999 with
respect to (i) our Chief Executive Officer, and (ii) our other named executive
officers whose total annual compensation for 1999 exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------
Annual Compensation Awards Payouts
--------------------------------------------- ---------- -------
Securities
All Restricted Underlying
Name and Other Stock Options/ LTIP All Other
Principal Salary Bonus(1) Compensation(3) Award(s) SARS Payout Compensation(4)
Position Year ($) ($) ($) ($) ($) ($) ($)
- --------- ---- ------ -------- --------------- -------- ---------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ROBERT J. WEATHERBIE 1999 145,000 51,598 - - - - 10,858
Chairman of the 1998 135,000 76,350 - - - - 17,361
Board and Chief 1997 125,000 30,757 - - - - 23,148
Executive Officer
MICHAEL L. GIBSON 1999 135,000 29,240 - - - - 10,983
President-Acquistions/ 1998 128,400 45,818 - - - - 17,361
Investments and 1997 120,000 26,915 - - - - 21,857
Chief Financial Officer
RICK P. BARTLEY 1999 115,000 25,382 - - - - 9,674
President and Chief 1998 110,000 30,210 - - - - 15,772
Executive Officer of 1997 83,300 14,383 - - - - -
Teambank, NA (2)
</TABLE>
(1) Represents bonuses paid in cash and common stock of Team Financial, Inc.
(2) Mr. Bartley became employed by TeamBank, NA in May of 1997.
(3) Other annual compensation was less than 10% of each executive's salary and
bonuses each year.
(4) For 1999, includes funds contributed by the Company to each individual's
account under the deferred savings 401(k) plans and contributions to each
individual's account for contributions from the Employee Stock Ownership
Plan. For 1998 and 1997, includes funds contributed to each individual's
account for contributions from the Employee Stock Ownership Plan.
11
<PAGE>
EMPLOYEE STOCK PURCHASE PLAN
Our Employee Stock Purchase Plan was adopted in 1994. The plan provides
eligible employees the right to purchase our common stock on an annual basis
through payroll deductions. Up to 75,000 shares of common stock are reserved
under the plan and may be issued in five annual increments of 15,000 beginning
in 1999. Shares not issued in any year may be issued in future years. The price
per share of the common stock under the plan is 85% of the fair market value of
the stock at the commencement of each offering period. The plan has not been
registered under the Securities Act with the Securities and Exchange Commission.
Accordingly, shares issued pursuant to the plan are considered restricted
securities. The plan is not subject to the requirements of the Employee
Retirement Income Security Act of 1974, nor is it a qualified plan under Section
401(a) of the Internal Revenue Code.
1999 STOCK INCENTIVE PLAN
In May 1999, we adopted the 1999 Stock Incentive Plan. The plan
provides for the following stock and stock-based awards: restricted stock, stock
options, stock appreciation rights and performance shares. Up to 70,000 shares
of common stock may currently be issued under the plan, although we are
requesting your approval to increase this amount by 400,000 shares in Proposal
No. 2 to this Proxy Statement. All employees, directors and consultants are
eligible to participate in the plan. The plan is administered by our board of
directors, or the board can designate a committee composed of at least two
non-employee directors to administer the plan. The board of directors or
committee will determine the participants in the plan and the types of awards
they are to be granted and the terms and conditions of all awards. As of March
24, 2000, 55,000 options were outstanding to purchase up to 55,000 shares of our
common stock at an exercise price of $8.94 per share.
The following table sets forth certain information regarding stock
options granted to our named executives during 1999 from our 1999 Stock
Incentive Plan.
<TABLE>
<CAPTION>
Number of Percent of Total
Name Securities Options Exercise Expiration
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert J. Weatherbie, 20,000 36% $8.94 12/31/2009
Chief Executive
Officer
Michael L. Gibson, 17,500 32% $8.94 12/31/2009
President-
Acquisitions
and Chief Financial
Officer
Rick P. Bartley, 10,000 18% $8.94 12/31/2009
President & Chief
Executive Officer of
Team Bank N.A.
- --------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
The following table sets forth the aggregate options held by our named
executive officers. No options were exercised by the specified officer in 1999.
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Shares Underlying In-the-Money
Acquired Value Options Options at December 31, 1999
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ----------------------- ---------------------- -------------------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
Robert J. Weatherbie, - - 0 /20,000 None /$0
Chief Executive Officer
Michael L. Gibson, - - 0 /17,500 None /$0
President-Acquisitions
and Chief Financial
Officer
Rick P. Bartley, - - 0 /10,000 None /$0
President & Chief
Executive Officer of
Team Bank N.A.
- ----------------------- ---------------------- -------------------- -------------------------- --------------------------
</TABLE>
EMPLOYMENT AGREEMENTS
On January 1, 1998, we entered into a three-year employment agreement
with Mr. Weatherbie under which he receives a beginning base annual salary of
$145,000 , an annual bonus at the discretion of the board of directors, life
insurance, a car allowance and participation in all other benefits received by
our employees. Under certain circumstances, such as his death or disability, we
have also agreed to pay Mr. Weatherbie or his estate $500,000. We have obtained
life insurance and is in the process of obtaining disability insurance for these
contingencies. In the event of termination of Mr. Weatherbie's employment
without cause, he will be entitled to payments equal to his annual base salary
for the longer of one year or the remaining term of the agreement discounted at
8% annually, along with reimbursement for out-of-pocket expenses incurred for
professional and tax advice not to exceed 75% of his annual base salary, as well
as job search expenses incurred not to exceed 50% of his annual base salary. We
have also entered into an employment agreement with Mr. Gibson, the terms of
which are substantially similar to the employment agreement with Mr. Weatherbie,
except that Mr. Gibson's annual base salary is $135,000. In addition, we have a
similar agreement with Mr. Bartley except that his annual base salary is
$115,000, his disability or death payment is $100,000, and reimbursement of
out-of-pocket expenses incurred for professional and tax advice in the event of
termination of his employment without cause is over a one year period for a
maximum of 75% of his base salary.
EMPLOYEE STOCK OWNERSHIP PLAN
The ESOP is a restatement and continuation of a plan previously
maintained by a predecessor company, which commenced receiving contributions in
1981. In 1986, the ESOP was the vehicle used in establishing us and financing
the acquisition of the one-bank holding
13
<PAGE>
company that owned TeamBank, N.A. All of our wholly-owned subsidiaries with
employees participate in the ESOP.
The ESOP is a retirement plan for eligible employees and is funded
entirely with contributions made by us and dividends paid by us with respect to
the common stock owned by the ESOP. The ESOP is designed to be invested
primarily in our securities. The ESOP is a leveraged plan which permits it to
borrow money to buy our securities, which are held in a suspense account until
the loan is paid. As of March 24, 2000, the ESOP had no outstanding debt.
Allocations are made annually and are based on the relative compensation of the
participants. Retirement benefits under the ESOP depend on the amount of an
employee's account balance at death, disability, separation from service or
retirement, and there is no fixed amount.
Employees are eligible to participate in the ESOP on the January 1 or
July 1 following the date six months after the first day of employment.
Employees also must achieve a minimum age in order to participate. To be
eligible for allocations of the ESOP's contributions, employees must complete
1,000 hours of service during a year and must be employed on the last day of the
plan year. The employment requirement does not apply if the participant dies or
becomes disabled or attains age 65 in the plan year. Allocations are also
potentially subject to certain minimums. Following three years of service,
employees become vested in their ESOP accounts at 20% per year, with 100%
vesting occurring after seven years. However, if a participant dies or is
disabled while still employed, a participant becomes vested immediately.
OTHER EMPLOYEE PLANS
We have a 401(k) plan and an employee performance bonus plan that
covers all of its employees, including officers. With respect to the 401(k)
plan, we make a matching contribution of 50% of the employee's contribution up
to a maximum contribution of 6% of the employee's salary. The bonus plan
utilizes a continuous improvement model to determine the amount of award from us
and each of our subsidiaries. The model measures improvements in asset growth,
profitability, productivity and asset quality growth. Our employees must exceed
the performance of the previous year to earn a bonus. Results are reported
monthly.
CERTAIN TRANSACTIONS WITH OUR AFFILIATES.
Our officers, directors and principal shareholders and businesses they
control are customers of our subsidiary banks. Credit transactions with these
parties are subject to review by loan committees of the banks or by our loan
committee. All outstanding loans and extensions of credit to these parties were
made in the ordinary course of business on terms substantially similar to
comparable transactions with unaffiliated persons. At December 31, 1999, the
aggregate balance of loans and advances under extensions of credits made by the
subsidiary banks to these affiliated parties was approximately $3,635,000.
14
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
[GRAPH]
TEAM FINANCIAL, INC.
<TABLE>
<CAPTION>
PERIOD ENDING
-----------------------------------------
INDEX 6/22/99 06/30/99 09/30/99 12/31/99
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Team Financial, Inc. 100.00 96.67 90.85 81.20
S&P 500 100.00 102.78 96.36 110.70
SNL Midwest Bank Index 100.00 100.77 80.94 76.30
</TABLE>
15
<PAGE>
PROPOSAL NO. 2
TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE
UNDER THE 1999 STOCK INCENTIVE PLAN
In May 1999, we adopted the 1999 Stock Incentive Plan. The plan
provides for the following stock and stock-based awards: restricted stock, stock
options, stock appreciation rights and performance shares. All employees,
non-employee directors and consultants are eligible to participate in the plan.
The plan is administered by our board of directors, or the board can designate a
committee composed of at least two non-employee directors to administer the
plan. The board of directors or committee will determine the participants in the
plan and the types of awards they are to be granted and the terms and conditions
of all awards. As of March 24, 2000, 55,000 options were outstanding to purchase
up to 55,000 shares of our common stock at an exercise price of $8.94 per share.
The purpose of the plan is (i) to support the execution of our business
strategies and the achievement of our goals, (ii) to associate the interests of
our employees, non-employee directors and consultants with those of our
stockholders, and (iii) to help provide a competitive compensation program that
will enable us to attract and retain the highest quality personnel.
The plan currently reserves 70,000 shares of common stock for issuance.
Our board of directors is proposing that an additional 400,000 shares of common
stock be authorized for issuance under the plan.
Any shares that are the subject of an award under the plan which has
lapsed or expired unexercised or unissued will automatically become available
for reissue under the plan. If we increase or decrease the number of outstanding
shares of our common stock pursuant to a stock split or other similar event, or
if we declare a stock dividend or any other distribution payable upon shares of
our common stock, the board or committee will make adjustments to the numbers,
rights and privileges of any outstanding awards as it deems appropriate.
The plan provides that participants may be granted incentive or
non-qualified stock options. The exercise prices, vesting schedules and other
pertinent terms are determined by the board or committee, but no exercise price
for an incentive stock option will be less than the fair market value of the
stock on the date the option is granted. Unless otherwise provided in the plan,
option periods must expire not more than 10 years from the date an option is
granted. If an option holder becomes disabled during the option period while
still employed, his or her options may be exercised for up to 12 months
following the option holder's disability. If the employment of the option holder
is terminated within the option period for any reason (including death) other
than disability, the option may be exercised by the option holder (or his or her
estate) within three months following the date of termination. In any such case,
an option may be exercised only up to the number of shares which were
exercisable on or before the date of the option holder's termination or
disability.
The plan also provides that participants may be granted stock
appreciation rights ("SARs") either in tandem with a stock option or as a
separate award. In general, a SAR is a right to the amount of appreciation over
a set period of time represented by a certain number of shares of our common
stock. Upon a participant's exercise of an SAR, we pay the participant an amount
equal
16
<PAGE>
to the appreciation in market value or book value of the shares underlying the
SAR for the period between the date of the grant and the date of the exercise.
An exercisable SAR granted in tandem with a stock option entitles the
participant to surrender unexercised the option, or any portion thereof, to
which the SAR is attached, and to receive in exchange a payment (in cash, common
stock or a combination thereof) equal to the fair market value of one share of
our common stock at the date of exercise minus the exercise price of the option
times the number of shares covered by the SAR (or portion thereof) which is
exercised. Outstanding SAR's which have not been exercised on the last day prior
to expiration will be automatically redeemed for an amount equal to the payment
that would otherwise have been made if the participant had chosen to exercise
the SAR on the last day prior to expiration. The rules discussed above with
respect to stock options concerning termination of a participant's employment
equally apply to SAR's.
The board or committee may also grant performance awards relating to
our operations and financial results. A performance award is simply an award of
our common stock which is subject to terms and conditions set forth by the board
or committee, such as the attainment of specified criteria within certain time
parameters. Such criteria may include, without limitation, the attainment of
certain performance levels by the individual participant, the company,
individual departments or other similar groupings.
The plan also provides for the grant of restricted stock. Generally,
shares of common stock will be issued to a participant upon payment of
consideration as determined by the board or committee, subject to any
restrictions and/or conditions as it deems appropriate (although such
restrictions and/or conditions cannot exceed 10 years.) Shares of restricted
stock are issued in the name of the participant but contain a restrictive legend
prohibiting the sale or transfer of the shares until the expiration of the
restriction period. To ensure that the terms of the restrictions are met, we may
require that the shares remain in our custody while the restrictions remain in
effect. Cessation of employment during a restriction period, subject to the
terms of each particular restricted stock award, subjects the shares to
forfeiture. Any consideration paid by a participant is returned, without
interest, to the participant upon forfeiture.
The plan will be discontinued in the event we dissolve or liquidate, or
in the event we merge or reorganize with another company and we are not the
surviving or acquiring company and the agreement respecting the reorganization
does not specifically provide for continuation of the plan. Upon discontinuation
of the plan, all awards shall become fully vested and immediately exercisable
and unexercised stock appreciation rights will be redeemed. In the event the
agreement specifically provides for continuation of the plan, then our board
will adjust the awards in a manner consistent with the reorganization
provisions.
Our board, in its discretion, may waive the forfeiture, termination, or
lapse of an award in the event of retirement of a participant. Also, the board
is permitted to amend, alter, suspend or terminate the plan, subject to limited
exceptions.
Our board believes that the number of shares reserved for issuance
under the plan should be increased from 70,000 to 470,000. Only 15,000 shares of
common stock remain available for issuance under the plan and the plan has
nearly nine years remaining before it expires. The plan was originally adopted
prior to the company becoming a public company. At that time, 70,000 shares was
considered adequate compared to the company's then number of shares outstanding.
17
<PAGE>
However, now that we are publicly traded with over 3,915,540 shares outstanding
and 235 full-time employees as of March 24, 2000, our board believes that a
significant number of shares need to be reserved for future awards pursuant to
the plan.
Our board believes that the plan will be beneficial to the company
because it will allow us to be in a position to provide incentives for our
existing personnel and will enable us to better compete for new personnel. We
also believe that the plan aligns the goals of our employees with that of our
shareholders. Finally, we believe that the plan is in keeping with our community
banking philosophy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ADOPTION OF THE
PROPOSAL TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE PLAN FROM 70,000 TO
470,000 SHARES.
PROPOSAL NO. 3
APPOINTMENT OF INDEPENDENT AUDITORS
We have engaged the firm of KPMG LLP as independent auditors to audit
and report to our shareholders on our financial statements for the years 1993
through 1999. During all KPMG LLP years, there were no disagreements with KPMG
LLP on any matter of accounting principle or prac tice, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of KPMG LLP, would have caused them to make a reference to the
subject matter of the disagreement in connection with its reports.
Representatives of KPMG LLP are expected to be present at the annual meeting and
will have the opportunity make a statement if they desire to do so and will be
available to respond to appropriate questions. Although your approval of the
engagement of independent auditors is not required by law, we desire to solicit
your reaction. If the appointment of KPMG LLP is not approved by a majority of
the shares represented at the meeting, we will consider the appointment of other
independent auditors for 2000. Moreover, if satisfactory arrangements as to the
timing and costs of the 2000 audit cannot be made, we reserve the right to
engage another accounting firm.
WE RECOMMEND A VOTE FOR THE APPROVAL OF THE APPOINTMENT OF KPMG LLP AS
OUR INDEPENDENT AUDITORS FOR THE YEAR 2000 SUBJECT TO THE DISCUSSION ABOVE.
PROXIES GIVEN TO US WILL BE VOTED FOR THIS PROPOSAL UNLESS A VOTE AGAINST THIS
PROPOSAL OR ABSTENTION IS SPECIFICALLY INDICATED.
OTHER MATTERS
At the date of mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxyholders see fit.
YOU CAN OBTAIN A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1999 AT NO CHARGE BY WRITING TO US AT 8 WEST PEORIA, PAOLA,
KANSAS 66071, ATTENTION: MICHAEL L. GIBSON.
18
<PAGE>
SHAREHOLDER PROPOSALS
To be considered for inclusion in the Company's Proxy Statement for the
2001 annual meeting, proposals of shareholders must be received by the Company
no later than January 1, 2001. Such proposals should be directed to the
Secretary of the Company.
By Order of the
Board of Directors
By /S/ ROBERT J. WEATHERBIE
------------------------------
Robert J. Weatherbie
Chief Executive Officer
Paola, Kansas
April 28, 2000
19
<PAGE>
PROXY PROXY
TEAM FINANCIAL, INC.
8 West Peoria, Suite 200
Paola, Kansas 66071
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Team Financial, Inc. acknowledges
receipt of the notice of the annual meeting of shareholders, to be held Tuesday,
June 20, 2000, at 2:00 p.m., at the Paola High School Auditorium, 202 East Wea,
Paola, Kansas and hereby appoints Robert J. Weatherbie and Michael L. Gibson, or
either of them, each with the power of substitution, as attorneys and proxies to
vote all the shares of the undersigned 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 undersigned's shares as follows:
1. Election of Two Directors.
[ ] FOR [ ] AGAINST
To elect all of the nominees listed below:
Neil Blakeman and R.G. (Gary) Kilkenny
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR EITHER NOMINEE, WRITE
THE NOMINEE'S NAME BELOW. YOU MAY ALSO CUMULATE YOUR VOTES BY
MULTIPLYING THE NUMBER OF SHARES YOU OWN BY TWO AND CASTING THEM
AMONGST THE TWO NOMINEES LISTED ABOVE.
2. Approval to increase the number of shares reserved for
issuance under the 1999 Stock Incentive Plan (the "Plan") from
70,000 shares to 470,000 shares;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Ratification of the appointment of KPMG LLP as independent
auditors for 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Transaction of such other business as may properly come before
the meeting.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED ABOVE IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.
DATED:___________________, 2000
------------------------------------
SIGNATURE
-----------------------------------
SIGNATURE IF HELD JOINTLY
Please sign your name exactly as it
appears below. 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. NOTE: SECURITIES
DEALERS PLEASE STATE THE NUMBER OF SHARES VOTED BY THIS
PROXY:_____________________________
