SCHEDULE 14A
SOLICITING MATERIAL - RULE 14A-12
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to or Rule 14a-12
[ ] Confidential, for Use of the Commision Only (as permitted by Rule
14a-6(e) (2))
Financial Industries Corporation
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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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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This filing is being made pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934, as amended. The Company issued the following information in a press
release on March 2, 2003.
FINANCIAL INDUSTRIES CORPORATION ANNOUNCES
COMPANY IS NOT FOR SALE
AUSTIN, Texas - (BUSINESS WIRE) - March 2, 2003 - Upon review of the
recommendations of its appointed Special Committee, the Board of Directors of
Financial Industries Corporation (FIC) today authorized overwhelmingly the
implementation of the business plan of the company's new management team over
any other strategic alternative.
"The Special Committee made its recommendations to the Board based on various
factors, including the data provided by the investment bankers, Solomon Smith
Barney," said Richard Kosson, chairman of the Special Committee. "We determined
it is in the best interests of FIC shareholders to allow our new management to
implement its business plan for the company. The new plan is designed to pursue
profitable growth opportunities and may include marketing alliances,
distribution relationships, joint ventures and selective acquisitions that would
enhance the growth and profitability of its core insurance businesses."
The members of the Special Committee retained the investment banker at the end
of January to perform a valuation analysis of FIC and to explore other strategic
alternatives. Among the alternatives considered were a sale of the company
consistent with recent unsolicited indications of interest in FIC and various
management alternatives including: an increased operating efficiency strategy; a
growth through acquisitions strategy; and a marketing alliances strategy.
Through an exhaustive study of all business projections and financial
assumptions, it was determined that pursuing any, or all, of the management plan
was more advantageous to shareholder value than the sale, merger, or
consolidation of the company.
The vote of the Board was 10 to 1 in favor of accepting the recommendations of
the Special Committee and included the unanimous support of all 5 independent
directors.
"The Board has expressed a confidence in the people and management of FIC with
this vote," said Eugene E. Payne, President, CEO and Chairman of the Board. "As
we continue to implement our growth plan, we look forward to sharing more
details of our plan with shareholders."
FIC, through its various subsidiaries, markets and underwrites individual life
insurance and annuity products. For more information on FIC, go to
http://www.ficgroup.com
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Cautionary Statement Regarding Forward-Looking Information
The following release contains certain "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995.
These statements are based on management's current expectations and are subject
to risks, uncertainty and changes in circumstances, which may cause actual
results, performance or achievements to differ materially from anticipated
results, performance or achievements. All statements contained herein that are
not clearly historical in nature are forward looking and the words "anticipate,"
"believe," "expect," "estimate," "project," and similar expressions are
generally intended to identify forward-looking statements. The forward-looking
statements in this release include statements addressing future financial
condition and operating results. Economic, business, competitive and/or
regulatory factors affecting the Company's businesses are examples of factors,
among others, that could cause actual results to differ materially from those
described in the forward-looking statements. More detailed information about
these and other factors is set forth in the Company's Annual Report on Form 10-K
for the fiscal year ended Dec. 31, 2001, and its other filings with the SEC. The
Company is under no obligation to (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a result of new
information, future events or otherwise.
Important Additional Information Will Be Filed with the SEC
The Company plans to file with the Securities and Exchange Commission (the
"SEC") and mail to its shareholders a Proxy Statement in connection with the
Company's 2003 annual meeting of shareholders. The Proxy Statement will contain
important information about the Company and the matters to be voted on at the
annual meeting. Shareholders are urged to read the Proxy Statement carefully
when it becomes available. Shareholders will be able to obtain free copies of
the Proxy Statement and other documents filed with the SEC by the Company
through the web site maintained by the SEC at www.sec.gov. In addition,
shareholders will be able to obtain free copies of the Proxy Statement from the
Company by contacting Bob Bender, the Company's director of investor relations,
at 512-404-5080.
Participant Information
The Company and certain of its directors, director nominees and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the annual meeting and the matters to be voted on at such meeting.
Information regarding the Company's directors, director nominees and executive
officers may be obtained by reading the Company's Annual Report on Form 10-K for
the year ended December 31, 2001 and its definitive proxy statement filed April
29, 2002 in connection with the Company's annual meeting of shareholders held on
June 4, 2002. Additional information regarding the participants in the
solicitation may be obtained by reading the Proxy Statement in connection with
the Company's 2003 annual meeting of shareholders when it becomes available.
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