UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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Financial Industries Corporation
(Name of Registrant as Specified In Its Charter)
_________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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The Registrant provided the following statement to its shareholders:
Financial Industries Corporation
6500 River Place Boulevard
Austin, Texas 78730
June 26, 2003
Dear Valued Shareholder:
Your company needs your vote at the Annual Meeting of Shareholders of Financial
Industries Corporation on July 31st. A small band of unregistered, opportunistic
hedge-fund investors called The Otter Creek Group is working solely for its own
short-term interest and threatening to sell your company in a bad market. Your
Board of Directors and your Company's new management team need your support in
order to fend off these raiders and to continue implementing a strong, strategic
business plan which has been specifically designed to raise your company to the
next level of performance and increase the company value for ALL shareholders.
YOUR COMPANY - YOUR INTEREST AT STAKE!
Since our last Annual Meeting, your board has proven its ability to make the
hard decisions in the best interest of our company and all of its shareholders.
Over the past year, it has made substantial progress in hiring a sound and
well-respected management team and verifying a growth plan that will elevate the
performance of the company. Their goals have been focused on increased
shareholder value and strengthened corporate governance, both of which we
believe suffered badly under the watch of past management. At the heart of the
new management plan is a comprehensive strategy focused on well-planned
acquisitions, targeted market alliances, streamlined sales and marketing
structures, reduced operating expenses, increased investment income and an
effective and compliant governance program.
Through its exhaustive study your Board, with the aid of the highly respected
investment bank Salomon Smith Barney, determined that pursuing any of new
management's strategic business plan was more advantageous to shareholder value
than the sale, merger or consolidation of the company in the current economic
and industry environment. Your Board believes that its determined focus on the
successful implementation of this plan, combined with the strong leadership of
our new slate of directors, will bring to our shareholders the kind of return on
investment that you both expect and deserve.
Already the new management team has made significant progress on your behalf. It
has reduced sales expenses, increased investment income and begun the process of
making the existing sales and marketing structures of your Company more
efficient. The most exciting progress came last month, when your Company
acquired three companies in the secondary education financial services market
and formed a new key marketing alliance. These acquisitions now position your
company to become an industry leader in the secondary education services market.
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Your Board expects that operating these newly acquired companies together will
transform FIC from a company that offers a limited number of life insurance and
fixed annuity products to a financial services organization offering a wide
range of products to an even wider range of customers. These acquisitions were
executed by your new management team as the first step to implementing a
comprehensive marketing plan for your company. The growth from this new business
is expected to result in a significant improvement in your company's overall
cost structure.
VOTE THE WHITE CARD TODAY!
Those who seek to challenge your Board's slate of directors have no plan for the
company beyond their publicly vocalized interest in selling it. This is the
wrong economy in which to sell an insurance company and it is our opinion that
the proposal of these short-sighted, unregistered speculators would be
detrimental to the growth of your company and the long-term interest of its
other shareholders. We believe that FIC belongs to you, the shareholders, and
that electing an Otter Creek dominated board would short change your ability to
realize the full value of the company under its new management -- the equivalent
of turning the company keys over to one insignificant and small holder of stock.
We believe that The Otter Creek agenda is self-serving and not in the best
interests of all FIC shareholders.
How to vote:
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
1. If your shares are registered in your own name, please sign, date and mail
the enclosed WHITE Proxy Card to Georgeson Shareholder Communications Inc.
in the postage paid envelope provided today.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a WHITE Proxy Card with respect to your
shares and only after receiving your specific instructions. Accordingly,
please sign, date and mail the enclosed WHITE Proxy Card in the
postage-paid envelope provided, and to ensure that your shares are voted,
you should also contact the person responsible for your account and give
instructions for a WHITE Proxy Card to be issued representing your shares.
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3. After signing the enclosed WHITE Proxy Card do not sign or return the Gold
proxy card. Remember - only your latest dated proxy will determine how your
shares are to be voted at the meeting. If you voted a Gold proxy card and
want to change your vote, you can do so now by sending in this WHITE proxy
card.
4. If you have any questions or need further assistance in voting your shares,
please contact our proxy solicitor.
[GRAPHIC OMITTED]
Georgeson Shareholder
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers (212) 440-9800
Shareholders Call Toll Free (866) 274-2148
Sincerely,
Eugene E. Payne
Chairman, President and
Chief Executive Officer
This release may contain "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. Investors are reminded that these forward-looking
statements must be considered in conjunction with the cautionary warnings and
risk-factors which are detailed in the Company's most recent Annual Report on
Form 10-K , Quarterly Report on Form 10-Q, and its other filings with the
Securities and Exchange Commission. FIC 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.
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