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
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[ ] Definitive Proxy Statement
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[ ] Soliciting Material pursuant to ss.240.14a-12
Synergy Financial Group, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Your vote is very important ... please vote the WHITE card today!
By now you should have received Synergy Financial Group, Inc.'s proxy statement
and Annual Report on Form 10-K along with a WHITE proxy card. You may have also
received material from PL Capital, LLC, a dissident group that is soliciting
proxies for its own nominees for election as directors in opposition to
Synergy's nominees. The future of your Company is at stake. It is very important
that you vote your shares at this year's Annual Meeting. Your Board of Directors
and management believe you should vote for Synergy's nominees - Nancy A. Davis,
John S. Fiore and W. Phillip Scott - by returning the WHITE proxy card in the
enclosed postage-paid envelope without delay. Please do not return PL Capital's
green proxy card.
[Photo of Mr. Scott omitted]
W. Phillip Scott, a director since 1996, is a Certified Public Accountant, who
serves as Chairman of the Company's Asset / Liability Management Committee and
Budget Committee.
[Photo of Ms. Davis omitted]
Nancy A. Davis has been with the Company and its predecessors since 1977,
serving on each Board committee. She has overseen asset growth of more than $900
million.
[Photo of Mr. Fiore omitted]
John S. Fiore President and Chief Executive Officer
Your investment in Synergy Financial Group, Inc. has performed very well.
[graphic omitted - graph of stock price performance 2002 - 2006]
In January 2004, shares of common stock previously sold in the September 2002
initial public offering were exchanged for new shares at a ratio of 3.7231,
resulting in an adjusted-basis price of $2.69 per share.
A stockholder who purchased shares in Synergy's initial public offering in
September 2002 has seen his or her original investment appreciate over 400%
through March 1, 2006 (compared to 49% for the S&P 500 average)! Since the
Company's second-step offering in January 2004, shares of Synergy Financial
Group, Inc. have appreciated 35% (compared to 13% for the S&P 500).
Synergy's Board of Directors has increased the total return on your investment
by paying you quarterly cash dividends.
In June 2004, the Company announced its first quarterly cash dividend of $0.04
per share. One year later, Synergy's Board of Directors increased the quarterly
cash dividend 25%, to $0.05 per share.
Our Board nominees don't represent ONE group of stockholders - they represent
ALL stockholders.
Our Board nominees - including President and Chief Executive Officer John S.
Fiore - have served as directors since before our initial public offering. They
have guided the Company through two successful stock offerings and the
implementation of its strategic plan, which is designed to produce long-term
value for ALL stockholders. Our corporate charter and bylaws have not changed
since we completed our second-step offering, and our goal remains the same - to
create long-term value for all Synergy Financial Group, Inc. stockholders.
Synergy's Board of Directors has utilized shareholder-approved, stock-based
compensation plans to align the interests of directors and employees with yours,
the Company's stockholders.
PL Capital would have you believe that our directors and officers were given
one-time windfalls from the stock benefit plans approved by you in 2003 and
2004. The truth is that these plans were used to encourage directors and
employees to maximize the long-term value of your investment in Synergy
Financial Group, Inc. through a vesting schedule that requires benefits to be
earned gradually, over five-year periods. This is exactly how these programs
were initially proposed by your Board of Directors, and exactly why we believe
they were approved by you, our stockholders.
PL Capital's hostile actions are unnecessary, costly and disruptive, and may
delay or impede our efforts to maximize the value of your investment.
PL Capital's original concern was that it was disappointed with the frequency
and amount of stock repurchases. Ironically, we agree that stock repurchases are
in Synergy's best interest, and our actions have supported this. In fact, since
receiving authorization to repurchase shares from our regulator in 2005, your
Board of Directors has authorized three stock repurchase programs, resulting in
the purchase of over one million shares in open market transactions through
February 28, 2006. The Company has also purchased almost 500,000 shares of
common stock in open market transactions to fund stockholder-approved restricted
stock plans. Our stock repurchases must take into consideration that we do not
have unlimited capital. We believe out repurchase programs have been properly
and prudently implemented. Based on our cumulative repurchase of more than
1,500,000 shares of common stock - at a cost of more than $18 million, it's
difficult for us to understand this dissident group's motive for a costly and
disruptive contest.
The future of your Company is at stake - do not vote for PL Capital's nominees
.... throw away the green proxy card! Remember, your latest dated proxy is the
only one that counts, so return the WHITE proxy card even if you previously
mailed a green proxy card.
If you have any questions about voting, please call Georgeson Shareholder
toll-free at 1-888-219-8417. If you have questions about why Synergy's nominees
are the best choice, we invite you to call Kevin McCloskey in our Investor
Relations area at (908) 956-3292.
We have mailed our Proxy Statement and our Annual Report on Form 10-K for the
year ended December 31, 2005 to all stockholders entitled to vote at the
Meeting. We urge you to read the Proxy Statement because it contains important
information. You are also able to obtain our Proxy Statement free of charge at
the website maintained by the Securities and Exchange Commission at www.sec.gov.
Each of the Company's directors may be deemed to be a "participant" in the
Company's solicitation of proxies to be used at the Meeting or any adjournment
thereof. Our Proxy Statement contains a complete list of our directors and their
security holdings of the Company. You may contact us to obtain a free copy of
our Proxy Statement.