September 28, 2005
Jack Draper
President
Firstplus Financial Group, Inc.
5100 N. O`Connor Boulevard
6th Floor
Irving, TX 75039
Re: Firstplus Financial Group, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed September 22, 2005
File No. 1-13753
Dear Mr. Draper:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why a comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Schedule 14A
General
1. The filing bears an incorrect EDGAR header identification tag.
This preliminary proxy statement should have been filed with a
header
identification tag of PREC14A. Please fax a request for this
header
identification tag to be corrected to the attention of Sylvia
Pilkerton in the Office of Edgar and Information Analysis at (202)
772-9216. Please be certain your revised preliminary proxy
statement
is correctly tagged.
2. Since there will be an election contest at your annual meeting,
you should revise the notice and letter to shareholders, and other
appropriate portions of your preliminary proxy statement to
adequately and accurately apprise shareholders of the election
contest. Refer to Exchange Act Rule 14a-9.
Questions and Answers - Why am I receiving this special meeting
information and proxy?
3. We note your disclosure that the company has not held an
election
of directors "in more than eighteen months since the last election
of
directors." It appears from your filings with the SEC that you
have
not held an election of directors for a period significantly
longer
than 18 months. Please provide us support for your assertion or
revise the disclosure as necessary. We note additionally that the
disclosure cited above appears to be contradicted by disclosure in
the first paragraph of the section caption "Corporate Governance-
Structure of the Board of Directors."
Questions and Answers - How do I vote my shares?
4. Please revise the last paragraph of this answer to clarify that
security holders who have already returned a proxy card may revoke
the proxy by delivering a later-dated proxy card.
Questions and Answers - May I vote in person at the meeting?
5. Please revise your proxy statement to disclose the Internet
voting
site to which security holders are referred by this answer. If a
password is necessary to access the site, please provide the
password
supplementally.
Questions and Answers - Who pays the costs of solicitation?
6. Please confirm that you will file all written soliciting
materials, including scripts and outlines used to solicit proxies
by
telephone. Also, please tell us the manner in which Mellon
Investors
Services and Buck Consultants may solicit votes by personal
interview
and electronic means. We may have further comment.
Proposal Number 1, Election of Directors
7. Provide the disclosure required by Item 5(b)(1)(iii), (vi),
(vii),
(viii), (ix) and (xii) of Schedule 14A.
8. You state that "three of the nominees of the Board, Messrs,
Fitzgerald, Freeman and Ward, are `independent` as such term is
defined by the Securities and Exchange Commission." Revise to
clarify the standard you use to assess independence. For example,
do
you mean the NYSE definition you discuss in the "Director
Independence" section, which is referenced to in Item
7(d)(3)(iv)(B)
of Schedule 14A? Also, revise the "Director Independence" section
to
clarify the source of the standard you apply. We note that Item 7
requires you to disclose certain information regarding
independence;
however, Item 7 does not define these terms.
Certain Relationships and Related Transactions
9. Please disclose the amount of the lease that Firstplus would
pay
if Capital Lending did not pay Firstplus`s portion of the lease.
10. Clarify the disclosure regarding the loan outstanding to
Capital
Lending. What are the terms of the loan? When was the loan made?
11. Please revise the disclosure regarding the investment and
cross-
investment between Firstplus and Capital Lending to present it in
chronological order. Currently your disclosure begins with a June
2002 transaction and then describes 2001 transactions before
describing 2003 transactions.
12. Clarify your disclosure regarding the reciprocal swap that
took
place in 2003. Also, provide additional background on the lawsuit
disclosed in this section.
13. We note in the Executive Compensation section that Mr. Draper
served as a trustee of the Firstplus Financial Group, Inc. Grantor
Residual Trust. Please tell your basis for not disclosing that
relationship in this section.
Independent Auditors
14. Please describe the services comprising the fees of $15,046
included in the line-item "All Other Fees" in the table in this
section. Refer to Item 9(e)(4) of Schedule 14A.
Security Ownership of Certain Beneficial Owners and Management
15. Please provide your disclosure as of a more recent date.
16. Revise the last sentence of the first paragraph of this
section
to refer to the proxy statement, not an annual report on Form 10-
K.
Also, we note that the committee did file a Schedule 13D with
respect
to its ownership of securities on August 26, 2005, which is
properly
disclosed in footnote 6 to the table in this section. Revise your
disclosure accordingly.
Form of Proxy
17. We note that your form of proxy does not provide instructions
on
how security holders may vote for some of your nominees and
withhold
authority to vote for your remaining nominees as required by Rule
14a-4(b)(2). See the form of proxy attached to Exchange Act
Release
No. 31326 (October 16, 1992) for an example of an appropriate
format.
Closing Comments
Please amend the Schedule 14A promptly to comply with our
comments. In addition, provide a letter keying your responses to
the
comments, and provide any requested supplemental information. If
you
believe complying with these comments is not appropriate, tell us
why
in your letter. The response letter should be uploaded to EDGAR,
with the form type label "CORRESP" and linked to the Exchange Act
file number. We may have comments after reviewing revised
materials
and your responses.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company is in possession of all
facts relating to a company`s disclosure, it is responsible for
the
accuracy and adequacy of the disclosures it has made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You should contact the undersigned at (202) 551-3619 for
assistance with respect to the foregoing comments and your proxy
materials. Direct all correspondence to the following ZIP code:
20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions
cc: Doug Berman, Esq. (via facsimile: (214) 855-4300)
??
??
??
??
Jack Draper
Firstplus Financial Group, Inc.
September 28, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE