UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement.
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2)).
[ ] Definitive Proxy Statement.
[X] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14A-11(c) or Section 240.14a-12
FIRST AMERICAN CAPITAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
FIRST AMERICAN COMMITTEE FOR PROTECTION OF SHAREHOLDER VALUE, ATTN:
MARK A. OLIVER, SPOKESPERSON, 400 EAST ANDERSON LANE, AUSTIN, TEXAS 78752,
(512) 536-9785
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[X] No fee required.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
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4) Date Filed:
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FIRST AMERICAN COMMITTEE FOR PROTECTION OF SHAREHOLDER VALUE
Dear Shareholder,
The Chairman of the Board of First American Capital Corporation ("First
American"), Mr. Harland Priddle, has made disparaging comments to the media and
in correspondence regarding the First American Committee for Protection of
Shareholder Value ("Protection Committee") and its intentions. The Protection
Committee believes it is important for shareholders to know the facts.
Mr. Priddle wants you to believe that this proxy contest is about Citizens,
Inc.'s attempt to "seize control" of a Kansas company from Kansas residents.
This is false. Citizens is supporting the efforts of the original founders and
management of First American in their effort to reclaim the Company from Mr.
Priddle and his group. They have fired me as President and replaced Mike Fink as
Chairman. This was the management team responsible for leading the successful
development of the Company to the point where its total assets reached $18
million, total annual revenues were more than $4 million and life insurance in
force exceeded $150 million. This is an outstanding achievement for a start-up
insurance company in four years.
Should the Protection Committee, composed of myself, Danny Biggs and Mike Fink,
joined by our supporters from Citizens, be successful in its endeavor to replace
the majority of the Priddle directors, Citizens would not own a single share of
stock of First American, nor have any voting rights with regard to a transaction
involving First American or otherwise. Any future transaction would require the
approval of a majority of the First American Board, as well as the majority of
the outstanding shares of the Company.
Mr. Priddle would have you believe that Citizens' previous share exchange offer
was rejected because it would result in a loss on your investment. The truth is
that without a market your shares have no liquid value. To the Protection
Committee's knowledge, no other offer was ever solicited or received by Mr.
Priddle. Citizens' Class A shares are listed on the New York Stock Exchange and
trade every day. If the First American Board had allowed shareholders to
consider the Citizens proposal, you would have had the opportunity to decide to
retain your illiquid investment or exchange it for a security with market value.
However, they denied you that opportunity.
Mr. Priddle says the Company's current Board and management have vast experience
in managing life insurance companies. We have learned that under Priddle's
leadership, First American has lost the insurance sales force which was
responsible for putting most of the Company's insurance business on its books.
Yet Mr. Priddle has made no public comment regarding the loss of the sales
force, nor of specifics regarding how the Company will be able to write new
business and continue to grow. If the Protection Committee's efforts are
successful, we intend to rebuild the sales force.
As a First American stockholder, you have the right to decide your Company's
future and it is important that you have the opportunity. The Protection
Committee was created to protect your
rights and encourages you to vote the white proxy card, regardless of the number
of shares you own. Please disregard the blue proxy card. If you voted a blue
proxy card and wish to change your vote and support the Protection Committee,
you can do so now by sending in the enclosed white proxy card. If you have any
questions, please call the Protection Committee's proxy solicitor, Georgeson
Shareholder Communications at (800) 732-6168 (Toll Free).
Mr. Priddle and his group's objective is simple--they want to control your
Company's $18 million of assets and $4 million of annual revenues. First, they
replaced Mr. Fink as Chairman of the Board, then they fired me. In our view,
they are now wasting the Company's money and resources in this proxy battle to
maintain their positions.
Your vote can make a significant difference in your Company's future. Please
vote the white proxy card today.
Sincerely,
/s/ Rick Meyer
Rick Meyer
Founder and Former President
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HOW TO VOTE THE PROTECTION COMMITTEE'S WHITE PROXY CARD
YOUR VOTE IS VERY 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 in the enclosed postage-paid envelope.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign the 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.
3. After signing the enclosed WHITE proxy card, do not sign or return the BLUE
proxy card.
4. Remember, only your latest dated proxy will determine how your shares are
to be voted at the meeting. IF YOU VOTED A BLUE PROXY CARD AND WANT TO
CHANGE YOUR VOTE, YOU CAN DO SO NOW BY SENDING IN THIS WHITE PROXY CARD.
5. If you have any questions or need further assistance in voting your shares,
please contact our proxy solicitor:
(Georgeson Shareholder LOGO)
17 State Street, 10th Floor
New York, NY 10004
SHAREHOLDERS MAY CALL TOLL FREE: 1-800-732-6168
Banks and Brokerage Firms please call: 1-212-440-9800
Safe Harbor Statement
Statements in this letter that are not historical are forward-looking
statements, including statements regarding the Protection Committee's beliefs,
expectations, hopes or intentions regarding the future. It is important to note
that actual outcomes and actual results could differ materially from
forward-looking statements. The Protection Committee assumes no obligation to
update any forward-looking statement.
Proxy Solicitation Disclosure
The Protection Committee filed with the Securities and Exchange Commission a
definitive proxy statement relating to the solicitation of proxies with respect
to the First American 2003 Annual Meeting of Shareholders. The Protection
Committee may file other proxy solicitation materials with the Commission.
Security holders are urged to read the proxy statement and any other proxy
solicitation materials (when they become available) because they contain
important information. The Protection Committee, its slate of directors to be
elected at the 2003 Annual Meeting of Shareholders and Citizens, Inc. may be
deemed to be participants in the solicitation of proxies with respect to
electing the Board of
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Directors of First American at the 2003 Annual Meeting of Shareholders.
Additional information concerning the beneficial ownership of these persons of
First American common stock is set forth in the definitive proxy statement filed
by the Protection Committee with the Commission.
Proxy Statement Available
Shareholders may obtain a free copy of the definitive proxy statement and other
documents filed by the Protection Committee with the Commission at the
Commission's website at http:\\www.sec.gov. In addition, you may obtain a free
copy of the definitive proxy statement by contacting Georgeson Shareholder
Communications toll-free at 1-800-732-6168.
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