SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
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Filed by a Party other than the Registrant þ
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o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
þ Soliciting Material Pursuant to ss.240.14a-12
CAPE FEAR BANK CORPORATION
(Name of Registrant as Specified In Its Charter)
Maurice J. Koury
The Maurice and Ann Koury Charitable Trust
The Maurice J. Koury Foundation, Inc.
Scott C. Sullivan
Miltom E. Petty
Mort Neblett
Haywood Cochrane, Jr.
James S. Mahan III
David Lucht
Robert Isser
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Koury Responds to Cape Fear Bank Corporation
Wilmington, NC July 1, 2008 In response to the press release issued by Cape Fear Bank
Corporation (NASDAQ: CAPE) on June 26, I was shocked by several of the inaccurate statements made
by the company. I feel compelled to address the most egregious statements.
We do not intend to sell Cape Fear Bank Corporation. Just like you, I want my investment to
deliver the best return it can. With the problems that currently exist at the company, a sale of
the company in todays market does not make sense. With our proposed new leadership, the company
can remedy its problems, and once resolved, can consider how best to maximize shareholder value.
My interests and those of the gentlemen that I nominated are aligned with the shareholders.
Unlike current management with its golden parachutes, I will receive the same consideration as
every other shareholder in the event of a sale. I am a shareholder, nothing more. I want good,
strong leadership at the companies in which I invest. My goal is to ensure that all shareholders
of Cape Fear Bank Corporation have the benefit of an experienced and effective board of directors.
I believe the gentlemen I nominated offer that opportunity for all shareholders and will be
responsible to all shareholders, not just me.
I have repeatedly asked to meet with the board of directors and been turned down. The board
of directors of the company has steadfastly refused to meet with me or to discuss my vision for the
company. For over nine months, I have asked to meet with management and the board of directors to
discuss my plan and vision for the company. The board refused to speak with me last fall when I
predicated that the bank was in trouble, that asset quality would deteriorate, and that the branch
expansion was too costly. The board refused to negotiate with me last December when I offered to
buy the company. The board refused to speak with me when I tried to avoid this proxy contest by
seeking a mutual resolution of our differences by including two of my nominees on the companys
proposed slate of directors. My fear is that the board and Mr. Coburn have no plan or vision for
the company, and that they will sell at any price to avoid allowing the shareholders an opportunity
to vote on the election of directors at the annual meeting.
The good news is that the company has finally stopped delaying and has set August 19, 2008 for
the annual meeting of shareholders. I urge you to review the proxy materials from the company and
from us when they arrive and make a wise decision.
Important Information
Mr. Koury intends to file a definitive proxy statement with the Securities and Exchange
Commission (the SEC) in connection with the nomination of Scott Sullivan, Milt Petty, Mort
Neblett, Haywood Cochrane, Jr., James Mahan III, David Lucht, and Robert Isser (the Koury
Nominees) to serve as directors of Cape Fear Bank Corporation. The definitive proxy statement
will be sent to stockholders of Cape Fear Bank Corporation seeking their support of the Koury
Nominees at Cape Fear Bank Corporations 2008 Annual Meeting of Stockholders. Stockholders are
urged to read the definitive proxy statement and proxy card when they become available, because
they will contain important information about Mr. Koury, the Koury Nominees, Cape Fear Bank
Corporation and related matters. Stockholders may obtain a free copy of the definitive proxy
statement (when available) and other documents filed by Mr. Koury with the SEC at the SECs web
site at www.sec.gov.
The following persons will be participants in the solicitation from Cape Fear Bank
Corporations stockholders of proxies in favor of the Koury Nominees: Maurice J. Koury, The Maurice
and Ann Koury Charitable Trust, The Maurice J. Koury Foundation, Inc., Scott Sullivan, Milt Petty,
Mort Neblett, Haywood Cochrane, Jr., James Mahan III, David Lucht, and Robert Isser (the
Opposition Group). Such participants may have interests in the solicitation, including as a
result of holding shares of Cape Fear Bank Corporation common stock. Information regarding the
participants and their interests will be contained in the definitive proxy statement to be filed by
the Opposition Group with the SEC in connection with Cape Fear Bank Corporations 2008 Annual
Meeting of Stockholders.
Contact: Richard Grubaugh
(212) 493-6950
rgrubaugh@dfking.com