November 23, 2005
Danford L. Martin
The FPFX Shareholder Value Committee
7 Egret Lane
Aliso Viejo, CA 92656
Re: FirstPlus Financial Group, Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed November 17, 2005 by The FPFX Shareholder Value Committee
File No. 1-13753
Schedule 13D/A
Filed November 17, 2005 by The FPFX Shareholder Value Committee
File No. 5-47527
Definitive Additional Solicited Materials
Filed November 17, 2005 by The FPFX Shareholder Value Committee
File No. 1-13753
Dear Mr. Martin:
We have reviewed your filing and have the following comments.
Schedule 14A
1. Refer to previous comment 5. Please confirm that you will
avoid
making the statements cited in that comment in any future
shareholder
communications, or provide us additional factual support for these
statements.
Letter to Shareholders
2. We note your response to comment 10 and your revision to this
letter to state that Nevada corporate law requires that at least
one
fourth of the directors of every corporation must be elected
annually. We note that the excerpted language appears in a
section
of the statute that is limited to a situation in which a board of
directors is classified and that the statute is otherwise silent
as
to the requirement to elect directors annually. Please revise
your
disclosure accordingly.
3. We reissue the second sentence of comment 9. Please respond to
that portion of our comment on a supplemental basis.
Proxy Solicitation and Expenses
4. Refer to comment 12 and we reissue the comment. Although your
response appears to indicate otherwise, you have revised the
document
to include "litigation expenditures to date." Confirm, if true,
that
these costs include the costs of litigation necessary to have the
court compel the meeting or tell us what other litigation expenses
you have included.
Form of Proxy
5. Please revise the form of proxy to clarify how security holders
may withhold votes with respect to particular nominees. The
current
disclosure is confusing. See the form of proxy attached to
Exchange
Act Release No. 31326 (October 16, 1992) for an example of an
appropriate format.
The fpfx.org website
6. We reissue comment 14. We note that your website appears to
include the same disclosure as your proxy statement and that you
have
not revised your website to comply with our comments 1 through 13
of
our October 28 letter.
Schedule 13D
7. Refer to the last sentence of comment 16. Provide this
information in any materials where you solicit funds.
8. Refer to the cover page for Mr. Capretz. It appears that item
11
should include the number of shares beneficially owned by Mr.
Capretz, which includes shares held of record by him as well as
other
members of the group, such as Messrs. Davis, Eberting, Hanson and
Martin. Also, revise the information in line-item 13 accordingly.
Note that the cover pages for those who affirm membership in the
group, including Mr. Davis, Eberting, Hanson and Martin, should be
revised accordingly.
9. On several cover pages you indicate that the same person has
sole
and shared voting power with respect to the same shares. Please
note
that if a person has sole power to vote the shares, that person
may
not have shared power to vote those same shares. Similarly, if a
person has sole power to dispose of the shares, that person may
not
have shared power to dispose of the shares. Please consider
revising
items 7-10 of each cover page accordingly in any future filings.
Additional Definitive Soliciting Materials
10. We note that you filed these materials using the Edgar tag
"PRRN14A." Note that the appropriate tag for additional
definitive
soliciting materials filed by non-management and 14a-12 material
is
"DFAN14A." 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.
11. Each statement or assertion of opinion or belief must be
clearly
characterized as such, and a reasonable factual basis must exist
for
each such opinion or belief. In any future materials, clearly
characterize any statements of belief or opinions as such.
Support
for opinions or beliefs should be self-evident, disclosed in the
additional soliciting materials or provided to the staff on a
supplemental basis. Refer to the messages posted by the
participants
in this proxy solicitation in the Raging Bull chatroom. We note,
for
example:
* Message 23664 posted on September 12, 2005, in which Mr.
Eberting
states that the shares of FirstPlus may have a value higher than
$0.75 per share.
* Message 23392 posted on August 15, 2005, in which Mr. Eberting
implies that Mr. Draper may have undisclosed motives for taking
actions with respect to the company, other than in compliance with
his fiduciary duties.
* Message 23311 posted on August 6, 2005, in which Mr. Eberting
states that FirstPlus management appears to be acting
irrationally.
* Message 22793 posted on May 30, 2005, in which Mr. Eberting
states
that Mr. Draper is being manipulated by others and implies that
Mr.
Draper is not carrying out his fiduciary duties.
* Message 22614 posted on May 3, 2005, in which Mr. Eberting
refers
to the FirstPlus directors as "rascals."
Note that the inclusion of valuations in proxy materials is only
appropriate and consonant with Rule 14a-9 when made in good faith
and
on a reasonable basis. Valuation information must therefore be
accompanied by disclosure which facilitates security holders`
understanding of the basis for and limitations of the valuation
information. Please provide us supporting disclosure of the kind
described in Exchange Act Release No. 16833 (May 23, 1980). In
doing
so, please provide us support for valuations made to date and your
basis for asserting that these funds may be returned to security
holders. Avoid similar statements in future filings.
We again remind you that you must avoid statements that directly
or
indirectly impugn the character, integrity, or personal reputation
or
make charges of illegal or immoral conduct without factual
foundation. In this regard, note that the factual foundation for
such assertions must be reasonable. Refer to Rule 14a-9.
Confirm
your understanding and avoid similar statements in future filings.
Closing Comments
Please contact the undersigned at (202) 551-3619 for
assistance
with respect to the foregoing comments and your proxy materials.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions
cc: Nathan Jenkins, Esq. (via facsimile: (775) 829-0511)
Danford L. Martin
The FPFX Shareholder Value Committee
November 23, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE