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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Team Financial, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
87815X109
(CUSIP Number)
Mary Anne O'Connell
Husch & Eppenberger, LLC
190 Carondelet Plaza, Suite 600
St. Louis, Missouri 63105
(314) 480-1715
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
SEC 1746 (11-03)
CUSIP No. 87815X109
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Peter W. Brown
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Y
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
7. Sole Voting Power
0
-----------------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 4,400
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With 0
-----------------------------------------------------------------
10. Shared Dispositive Power
4,400
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,400
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
.1% (1)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
----------
(1) Assumed a total of 4,035,645 shares outstanding, based on the number
reported as of November 4, 2005 in the Issuer's most recent Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2005.
-3-
--------------------------------------------------------------------------------
CUSIP No. 87815X109
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
McCaffree Financial Corporation
I.R.S. # 48-0934133
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Y
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Kansas
--------------------------------------------------------------------------------
7. Sole Voting Power
0
-----------------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 358,300
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With 0
-----------------------------------------------------------------
10. Shared Dispositive Power
358,300
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
358,300
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.9%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
----------
(1) Assumed a total of 4,035,645 shares outstanding, based on the number
reported as of November 4, 2005 in the Issuer's most recent Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2005.
-4-
CUSIP No. 87815X109
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Michael Zuk, Jr.
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Y
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
7. Sole Voting Power
5,500
-----------------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 4,000
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With 5,500
-----------------------------------------------------------------
10. Shared Dispositive Power
4,000
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
9,500
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
.2%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
----------
(1) Assumed a total of 4,035,645 shares outstanding, based on the number
reported as of November 4, 2005 in the Issuer's most recent Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2005.
-5-
CUSIP No. 87815X109
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Carl McCaffree
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Y
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
7. Sole Voting Power
0
-----------------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 358,300
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With 0
-----------------------------------------------------------------
10. Shared Dispositive Power
358,300
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
358,300
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
8.9%(1)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
----------
(1) Assumed a total of 4,035,645 shares outstanding, based on the number
reported as of November 4, 2005 in the Issuer's most recent Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2005.
-6-
CUSIP No. 87815X109
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Lynne K. Brown
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) Y
(b)
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
7. Sole Voting Power
0
-----------------------------------------------------------------
Number of 8. Shared Voting Power
Shares
Beneficially 1,500
Owned by -----------------------------------------------------------------
Each 9. Sole Dispositive Power
Reporting
Person With 0
-----------------------------------------------------------------
10. Shared Dispositive Power
1,500
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,500
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
.1% (1)
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
----------
(1) Assumed a total of 4,035,645 shares outstanding, based on the number
reported as of November 4, 2005 in the Issuer's most recent Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2005.
-7-
The Schedule 13D (the "Schedule 13D") previously filed by the following persons
(collectively, with Lynne K. Brown, the "Reporting Persons"): (i) Peter W.
Brown, individually and on behalf of his spouse; (ii) Carl McCaffree,
individually and in his capacity as President and controlling stockholder of
McCaffree Financial Corporation ("MFC"); (iii) MFC; and (iv) Michael Zuk, Jr.,
individually and on behalf of his spouse, with respect to Common Stock, no par
value (the "Common Stock") of Team Financial, Inc. (the "Issuer"), as amended
and supplemented by that certain Amendment No. 1 to the Schedule 13D ("Amendment
No. 1"), that certain Amendment No. 2 to the Schedule 13D ("Amendment No. 2"),
and that certain Amendment No. 3 to the Schedule 13D ("Amendment No. 3") is
hereby further amended and supplemented by this Amendment No. 4 to the Schedule
13D ("Amendment No. 4").
This Amendment No. 4 is being filed to disclose purchases of Common Stock made
by the Reporting Persons after the date of filing of Amendment No. 3, to add
Lynne K. Brown as a "Reporting Person" and to disclose two shareholder proposals
submitted to the Company for inclusion in the Company's proxy materials for its
Annual Meeting of Shareholders. Except as indicated below, all other information
set forth in the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2,
and Amendment No. 3, remains unchanged.
This Amendment is being filed jointly by the Reporting Persons. An Amended and
Restated Joint Filing Agreement, dated December 30, 2005, is filed as Exhibit
99.1, hereto.
ITEM 2. IDENTITY AND BACKGROUND
Subsections (a) - (c) and (f) of Item 2 are amended and restated in their
entirety as follows:
(a) This Schedule 13D is being filed jointly on behalf of the Reporting
Persons.
Mr. Brown is the indirect beneficial owner of 4,400 shares of Common Stock
(including 1,500 shares of Common Stock owned by his spouse, Lynne K.
Brown).
Mrs. Brown is the direct beneficial owner of 1,500 shares of Common Stock.
MFC is the direct beneficial owner of 358,300 shares of Common Stock. As
the controlling stockholder of MFC, Mr. McCaffree is the indirect
beneficial owner of 358,300 shares of Common Stock.
Certain information concerning the executive officers and directors of MFC,
as required to be disclosed pursuant to Item 2 of this schedule, is set
forth in Schedule A hereto and is incorporated herein by reference.
Mr. Zuk is the direct beneficial owner of 5,500 shares of Common Stock and
the indirect beneficial owner of 4,000 shares of Common Stock.
-8-
(b) The principal business addresses for the Reporting Persons are as
follows:
(i) Peter W. Brown: Husch & Eppenberger, LLC, 1200 Main Street, Suite
1700, Kansas City, MO 64105
(ii) Carl McCaffree: McCaffree Financial Corporation, 4701 W. 110th
Street, Overland Park, KS 66211.
(iii) MFC: McCaffree Financial Corporation, 4701 W. 110th Street,
Overland Park, KS 66211.
(iv) Michael Zuk, Jr.: Oppenheimer & Co. Inc., 4717 Grand Avenue,
Kansas City, MO 64112.
(v) Lynne K. Brown: 10206 Delmar, Overland Park, KS 66207.
(c) The principal business of each Reporting Persons follows:
(i) Peter W. Brown is a member of the law firm Husch & Eppenberger,
LLC.
(ii) Carl McCaffree is president and the controlling stockholder of
McCaffree Financial Corporation, a financial investment
corporation.
(iii) McCaffree Financial Corporation is a financial investment
corporation organized in the state of Kansas.
(iv) Michael Zuk, Jr. is a registered representative at Oppenheimer &
Co., a registered broker dealer.
(v) Lynne K. Brown is a community volunteer.
(f) Mrs. Brown and Messrs. Brown, McCaffree and Zuk are all U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is amended and restated in its entirety as follows:
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by Mr. Brown (including 1,500 shares
beneficially owned by Mrs. Brown) is $29,682. The source of funds for this
consideration was personal funds.
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by Mrs. Brown is $14,225. The source of
funds for this consideration was personal funds.
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by MFC and Carl McCaffree is $4,675,830.
The source of funds for this consideration was MFC working capital.
The net investment cost (including commissions, if any) of the shares of
Common Stock beneficially owned by Mr. Zuk, is $94,424.50. The source of
funds for this consideration was personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended to add the following disclosure:
On December 21, 2005 MFC submitted the following shareholder proposal
(together with a supporting statement) to the Company for inclusion in its
-9-
proxy materials for its Annual Meeting of Shareholders:
RESOLVED, that the shareholders of the Company request that the Board of
Directors cause the Company to: (a) hold a meeting of shareholders as soon
as practical to vote for or against the Rights Agreement, dated as of June
3, 1999 ( "Rights Agreement"); (b) redeem the rights ("Rights") under the
Rights Agreement, or otherwise terminate the Rights Agreement, unless
approved by an affirmative vote of a majority of shares of the Company
entitled to vote at such meeting of shareholders; and (c) refrain from
adopting any similar plan without first obtaining shareholder approval.
On December 26, 2005 Lynne K. Brown agreed to act together with, and
consequently became a member of, the Group and on December 29, 2005 Ms.
Brown submitted the following shareholder proposal (together with a
supporting statement) for inclusion in the proxy materials for the
Company's Annual Meeting of Shareholders:
RESOLVED, that the stockholders of Team Financial, Inc. (the "Company")
request that the Board of Directors take the necessary steps to eliminate
the classes of the Board of Directors and to require that all directors
stand for election annually. This Board declassification may be done in a
manner that does not affect the unexpired terms of directors previously
elected.
On December 30, 2005 the Group executed the Amended and Restated Joint
Filing Agreement, filed as Exhibit 99.1, hereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Subsections (a), (b) and (c) of Item 5 are amended and restated in their
entirety as follows:
(a) The following calculations of ownership percentage are based on a total
of 4,035,645 shares of Common Stock outstanding, as reported as of November
4, 2005 in the Issuer's most recent Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2005.
Mr. Brown is the indirect beneficial owner of 4,400 shares of Common Stock
representing .1% of the total number of outstanding shares of Common Stock.
Mr. Brown, as successor co-trustee of the Schwartz Non-Marital Trust
created under the Sherman Schwartz Revocable Trust UTA 11/4/1076 expressly
disclaims beneficial ownership of 1,400 shares of Common Stock held by such
trust.
Mrs. Brown is the direct beneficial owner of 1,500 shares of Common Stock
representing less than .1% of the total number of outstanding shares of
Common Stock. Mrs. Brown shares beneficial ownership of those shares with
her husband, Peter W. Brown.
MFC is the direct beneficial owner of 358,300 shares of Common Stock
representing 8.9% of the total number of outstanding shares of Common
Stock. As the holder of 80% of the outstanding voting securities of MFC,
Mr. McCaffree is the controlling stockholder of MFC and the indirect
beneficial owner of such shares of Common Stock.
Mr. Zuk is the direct beneficial owner of 5,500 shares of Common Stock and
the indirect beneficial owner of 4,000 shares of Common Stock. Such shares
in the aggregate represent .2% of the total number of outstanding shares of
Common Stock. Mr. Zuk expressly disclaims beneficial ownership of 500
shares held by Gordon L. Dugger, Mr. Zuk's brother-in-law, 500 shares held
by Richard M. Line, Mr. Zuk's brother-in-law, and 2,000 shares held by Mary
Line, Mr. Zuk's mother-in-law, included in the shares reported as
indirectly beneficially owned by Mr. Zuk.
(b) Mr. Brown has shared power to vote and dispose of 4,400 shares of
Common Stock. With respect to 1,500 such shares, he shares such power with
his spouse, Lynne K. Brown. Mr. Brown generally advises Mrs. Brown with
respect to investment decisions. (See Item 2)
-10-
With respect to 1,500 such shares, Mr. Brown shares voting and dispositive
powers with the members of an investment club: Branch Growth Associates,
4621 West 113th Terrace, Leawood, KS 66211, a general partnership organized
in Kansas. (See Item 2).
With respect to 1,400 such shares, Mr. Brown shares voting and dispositive
powers with Leah Cohen, each as successor co-trustees of the Schwartz
Non-Marital Trust created under the Sherman Schwartz Revocable Trust UTA
11/4/1076. Ms. Cohen, a U.S. citizen, is retired and resides at 12213
Dearborn, Overland Park, KS 66209.
Mrs. Brown has shared power to vote and dispose of 1,500 shares of Common
Stock, as disclosed above.
MFC has shared power to vote and dispose of 358,300 shares of Common Stock.
Such voting and disposition power is shared with Mr. McCaffree as the
controlling stockholder of MFC.
As the controlling stockholder of MFC, Mr. McCaffree has shared power to
vote and dispose of 358,300 shares of Common Stock, held by MFC as the
direct beneficial owner of such shares.
Mr. Zuk has the sole power to vote and dispose of 5,500 shares of Common
Stock, including 5,000 shares owned outright by him and 500 shares owned by
his IRA. Mr. Zuk has shared power to vote and dispose of 4,000 shares of
Common Stock as described below.
- With respect to 1,000 such shares, such powers are shared with
Mr. Zuk's spouse, Gayle Line Zuk, a U.S. citizen. Mrs. Zuk is a
private investor and resides at 4923 West 96th Terrace, Overland
Park, KS 66207. Mr. Zuk generally advises Mrs. Zuk with respect
to investment decisions. (See Item 2)
- With respect to 2,000 such shares, such powers are shared with
Mary A. Line, Mr. Zuk's mother-in-law, a U.S. citizen. Mrs. Line
is retired, with an address at 2933 James Avenue, Manhattan, KS
66502. Mr. Zuk disclaims beneficial ownership with respect to the
shares held by Mrs. Line. (See Item 2)
- With respect to 500 such shares, such powers are shared with
Richard M. Line, Mr. Zuk's brother-in-law, a U.S. citizen. Mr.
Line is a clinical psychologist and his business address is
Horizon's Medical Center, 1715 E. 23rd Avenue, Hutchinson, KS
67502. Mr. Zuk disclaims beneficial ownership of the shares held
by Mr. Line. (See Item 2).
- With respect to 500 such shares, such powers are shared with
Gordon L. Dugger, Mr. Zuk's brother-in-law, a U.S. citizen. Mr.
Dugger's business address is Boelte-Hall Litho Inc., 4710 Roe
Parkway, Roeland Park, KC 66205. Mr. Zuk disclaims beneficial
ownership of the shares held by Mr. Dugger. (See Item 2).
(c) Since the filing date of Amendment No. 3 each Reporting Person has
effected transactions in the Common Stock by making the purchases listed in
the table below over the Nasdaq National Market.
NUMBER OF AGGREGATE
REPORTING PERSON DATE SHARES PURCHASE PRICE PRICE PER SHARE
---------------------- --------------- --------- -------------- ---------------
Carl McCaffree and MFC August 11, 2005 5,000 $ 79,005 $15.80
August 16, 2005 6,400 $101,125 $15.80
August 16, 2005 6,000 $ 96,000 $16.00
August 19, 2005 1,000 $ 15,605 $15.61
August 23, 2005 400 $ 6,305 $15.76
August 30, 2005 3,100 $ 46,760 $15.08
August 30, 2005 3,000 $ 48,360 $16.12
-11-
SUBTOTAL: 24,900 $393,160
Peter Brown N/A 0 0 0
SUBTOTAL 0 0 0
Lynne Brown N/A 0 0 0
SUBTOTAL 0 0 0
Michael Zuk N/A 0 0 0
SUBTOTAL 0 0 0
------ --------
TOTAL 24,900 $393,160
====== ========
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 - Amended and Restated Joint Filing Agreement, dated December 30,
2005, executed by the Reporting Persons.
-12-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 30, 2005
Date
/S/ Peter W. Brown
-------------------------------------
Signature
Peter W. Brown
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
-13-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 30, 2005
Date
/s/ Lynne K. Brown
-------------------------------------
Signature
Lynne K. Brown
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
-14-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 30, 2005
Date
/s/ Carl McCaffree
-------------------------------------
Signature
Carl McCaffree
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
-15-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 30, 2005
Date
McCaffree Financial Corporation
By: /s/ Carl McCaffree
---------------------------------
Signature
Carl McCaffree, President
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
16
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 30, 2005
Date
/s/ Michael Zuk, Jr.
-------------------------------------
Signature
Michael Zuk, Jr.
Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
17
SCHEDULE A
The following table sets forth the name and present principal occupation or
employment of each director and executive officer of McCaffree Financial
Corporation. Each such person is a citizen of the United States of America, and
his or her business address (unless otherwise indicated below) is McCaffree
Financial Corporation is 4701 West 110th Street, Overland Park, KS 66211.
NAME PRESENT PRINCIPAL OCCUPATION
---- ------------------------------------------
Betty Greiner Assistant Secretary
Bryan LaGree Vice President
Carl McCaffree (Director) President, Secretary & Treasurer
Matthew McCaffree (Director) Advertising Executive: Barkley Evergreen &
Partners, 423 W. 8th Street, Kansas City,
MO 64105
18