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Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2) and 0-11.
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
Commission file number : 0-25679
FIRST AMERICAN CAPITAL CORPORATION
(exact name of registrant as specified in its charter)
Kansas 48-1187574
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) number)
3360 S.W. Harrison Street, Suite 100
Topeka, KS 66611 785-267-7077
(Address of principal executive offices) (Telephone number)
Payment of Filing Fee (Check the aprpropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.
[ ] 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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3. Filing Party:
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4. Date Filed
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FIRST AMERICAN CAPITAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held June 5, 2000 at 10:00 a.m.
To the shareholders of:
FIRST AMERICAN CAPITAL CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of FIRST
AMERICAN CAPITAL CORPORATION (the "Company"), will be held Monday, June 5, 2000
at 10:00 a.m. at the Capitol Plaza Hotel, 1717 S.W. Topeka Blvd., Topeka,
Kansas, for the purposes:
1. To elect eleven directors of the Company to serve for one year or until
their successors are elected and qualified; and
2. To appoint Kerber, Eck & Braeckel LLP as independent auditors for the next
fiscal year; and
3. To consider and act upon such other business as may properly be brought
before the meeting.
The Board of Directors has fixed the close of business on April 21, 2000 as
the record date for determination of shareholders entitled to notice of and
to vote at the Annual Meeting or any adjournment or postponement thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO MARK,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY SO THAT YOUR VOTE CAN
BE RECORDED. IF YOU ARE PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST AMERICAN CAPITAL CORPORATION
Phillip M. Donnelly
Secretary/Treasurer
Dated May 10, 2000
Topeka, Kansas
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR ENCLOSED PROXY, WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.
FIRST AMERICAN CAPITAL CORPORATION
3360 SW Harrison Street
Topeka, Kansas 66611
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PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies to
be used at the Annual Shareholders Meeting ("Annual Meeting") of FIRST
AMERICAN CAPITAL CORPORATION (the "Company"), a Kansas corporation, to be held
on Monday, June 5, 2000 at 10:00 a.m. at the Capitol Plaza Hotel, 1717 S.W.
Topeka Blvd., Topeka, Kansas.
This proxy statement is being sent to each holder of record of the outstanding
shares of $.10 par value common stock of the Company (the "Common Stock"), as
of April 21, 2000, in order to furnish each shareholder information relating
to the business to be transacted at the Annual Meeting. This Proxy Statement
and the accompanying form of Proxy are being mailed or given to stockholders
on or about May 10, 2000.
VOTING
The enclosed Proxy is solicited by and on behalf of the Board of Directors.
If you are unable to attend the meeting on June 5, 2000, please complete the
enclosed proxy and return it to us so that your shares will be represented.
Only shareholders of record at the close of business April 21, 2000 are
entitled to vote. On that day, there were issued and outstanding 5,393,860
shares of $.10 Par Value common stock. Each share has one vote. To be
elected as a director, each nominee must receive the favorable vote of a
plurality of the shares represented and entitled to vote at the meeting. In
all other matters other than the election of directors, a majority of the
shares represented at the meeting and entitled to vote is required for
approval of the proposal.
When the enclosed Proxy is duly executed and returned in advance of the
meeting, and is not revoked, the shares represented thereby will be voted in
accordance with the authority contained therein. Any shareholder giving a
proxy may revoke such proxy at any time before it is voted by delivering to
the Secretary of the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by attending the meeting and voting in person.
If a proxy fails to specify how it is to be voted, it will be voted at the
discretion of the Chairman of the Board.
OUTSTANDING VOTING SECURITIES
On April 21, 2000, the Company had issued and outstanding 5,393,860 shares of
$.10 par value common stock. No other voting securities of the Company are
outstanding. The holders of such shares are entitled to one vote per share.
The shareholder has the right to vote for all directors by checking the box
labeled "FOR", withhold authority to vote by checking the box labeled
"WITHHOLD AUTHORITY" or not vote for a particular director by striking a
line through his name. The proxy card MUST be signed using the same name(s)
as the certificate is titled. Shareholders of record as of April 21, 2000,
are entitled to notice of and to vote at the meeting.
ANNUAL REPORT
A 1999 Annual Report to Shareholders of the Company has been furnished to the
Company's shareholders along with this proxy statement. The Annual Report in
itself is not to be regarded as proxy soliciting material or as a communication
by means of which any solicitation is to be made.
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PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth information as of April 21, 2000, regarding
ownership of common stock of the Company by the only persons known by the
Company to own beneficially more than 5% thereof:
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Ownership of Class
Common Stock Rick D. Meyer 526,000 9.75%
2973 SW McClure
Topeka, KS 66614
Common Stock First Alliance 525,000 9.73%
Corporation
2285 Executive Drive
Suite 308
Lexington, KY 40505
Common Stock Michael N. Fink 125,000 2.32%
1121 Chetford Drive
Lexington, KY 40509
The following table shows with respect to each of the directors and nominees
of the Company and with respect to all executive officers and directors of
the Company as a group: (i) the total number of shares of all classes of
stock of the Company beneficially owned as of April 21, 2000 and the nature
of such ownership; and (ii) the percent of the issued and outstanding shares
of stock so owned as of the same date:
Amount and Nature
Title of Name and Address of Beneficial Percent Director
Class of Beneficial Owner Ownership of Class Age Since
Common Stock Rick D. Meyer 526,000 9.75% 49 1996
Michael N. Fink 125,000 2.32% 44 1996
Danny N. Biggs 50,000 0.93% 63 1996
Paul E. Burke 50,000 0.93% 66 1996
Ed C. Carter 65,000 1.21% 57 1996
Kenneth L. Frahm 40,000 0.74% 53 1996
John W. Hadl 40,000 0.74% 60 1996
Steve J. Irsik, Jr. 60,000 1.11% 53 1996
John G. Montgomery 45,000 0.83% 60 1996
Harland E. Priddle 40,000 0.74% 69 1996
Gary E. Yager 40,000 0.74% 45 1996
All Directors
and Officers as a
Group(1) 1,156,000 35.58%
(1) Includes 75,000 shares of common stock owned of record by Chris J. Haas.
See "The Board of Directors."
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THE BOARD OF DIRECTORS
In accordance with the laws of Kansas and the Articles of Incorporation and
the Bylaws of the Company, as amended, the Company is managed by its
executive officers under the direction of the Board of Directors. The Board
elects executive officers, evaluates their performance, works with management
in establishing business objectives, and considers other fundamental
corporate matters, such as the issuance of stock or other securities, the
purchase or sale of a business, and other significant corporate business
transactions. The Board of Directors of the Company is comprised of 12
directors, two of whom also serve as officers.
Effective March 10, 2000, Chris J. Haas resigned his positions as a member of
the Company's Board of Directors and as Secretary/Treasurer of the Company and
First Life America Corporation, the Company's wholly owned life insurance
subsidiary. Pursuant to the Company's Bylaws, a director's resignation is
deemed effective upon receipt of the director's written resignation. On
March 16, 2000, Mr. Haas' resignation as an officer of the Company was
accepted by the Company's Board of Directors. On April 10, 2000, Mr. Haas
advised the Company, through his attorney, that his original March 10, 2000
resignation letter was withdrawn. The effectiveness of this withdrawal is
currently being reviewed by the Company's counsel.
Director's Fees
Directors who are not employees of the Company receive $750, plus expenses,
for each regular Board meeting they attend. Board members are paid $75 for
each telephonic meeting and $250 for each committee meeting attended other
than on days of regular Board meetings. The following table sets forth cash
compensation received by the Company's Directors during 1999:
Meeting
Name Fees ($)
- -------------------- --------
Danny N. Biggs 3,150
Paul E. Burke 3,000
Ed C. Carter 4,250
Kenneth L. Frahm 3,400
John W. Hadl 2,250
Steve J. Irsik, Jr. 1,650
John G. Montgomery 3,500
Harland E. Priddle 2,325
Gary E. Yager 4,250
Meetings and Committees of the Members of the Board of Directors
During 1999, there were four regular meetings and two telephonic meetings of
the Board of Directors. Board Members attending fewer than 75% of the Board
Meetings were, Paul Burke, John Hadl and Steve Irsik Jr. The Board has
established Audit, Compensation and Investment Committees. The Company does
not have a Nominating Committee. The Audit Committee members are Kenneth
Frahm, Paul Burke and John Hadl. The Audit Committee met five times during
1999. All members of the Audit Committee attended greater than 75% of the
meetings. The Audit Committee has reviewed and discussed the audited
financial statements with management. The Audit Committee has also discussed
with independent auditors the matters required to be discussed by SAS 61.
The Audit Committee has received the written disclosures and the letter from
the independent accountants required by Independence Standards Board Standard
No. 1. The Audit Committee, based on the review and discussion outlined
above, recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
last fiscal year for filing with the Commission. The Company's Board of
Directors has not adopted a written charter for the Audit Committee.
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The Compensation Committee members are Harland Priddle, Danny Biggs and Steve
Irsik. The purpose of the Compensation Committee is to establish and execute
compensation policies for the executives of the Company and award any
performance bonuses. The Compensation Committee met four times in 1999.
Members attending fewer that 75% of the meetings were, Steve Irsik Jr.
The Investment Committee members are Gary Yager, Ed Carter and John Montgomery.
The Investment Committee reviews investments bought, sold and held to assure
that the Company is adhering to established investment policies. The
Investment Committee also recommends the appointment of independent investment
advisors. The Investment Committee held seven meetings in 1999, and all
members attended greater that 75% of the meetings.
Section 16(a) Compliance
The Company's executive officers and directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes of
ownership of Company common stock with the Securities and Exchange Commission.
Copies of those reports must also be furnished to the Company. The Company
believes that during the preceding year each of the Company's executives
officers and directors failed to timely file initial reports regarding their
holdings.
ELECTION OF DIRECTORS
At the annual meeting of shareholders of the Company, 11 directors are to be
elected, each director will hold office until the next annual meeting and
until his successor is elected and qualified. The Board seat previously held
by Mr. Haas remains vacant. It is anticipated that the Board of Directors
will appoint a person to fill this seat sometime during 2000 at such time as
a qualified candidate is identified. The persons named in the Proxy intend
to vote the proxies as designated for the nominees listed below. Should any
of the 11 nominees listed below become unable or unwilling to accept
nomination or election, it is intended, in the absence of contrary
specifications, that the proxies will be voted for the balance of those named
and for a substitute nominee or nominees; however, the management now knows
of no reason to anticipate such an occurrence. All of the nominees have
consented to be named as nominees and to serve as directors if elected. The
following individuals are nominees for the election of directors:
MICHAEL N. FINK: Mr. Fink has nineteen years of experience in the insurance
industry, primarily in sales management. From 1981 to 1984, Mr. Fink was an
agent, District Director, and Regional Director with Liberty American
Assurance Company in Lincoln, Nebraska. In 1984, Mr. Fink transferred to an
affiliated company, Future Security Life, in Austin, Texas, where he served
as Regional Director and Agency Director until 1988. In March 1988, Mr. Fink
became affiliated with United Income, Inc. and United Security Assurance
Company as Agency Director and Assistant to the President. In June 1993, Mr.
Fink left United companies and became President of First Alliance Corporation
and its life insurance and venture capital subsidiaries.
RICK D. MEYER: Mr. Meyer has eighteen years of experience in the insurance
industry, primarily in sales management. From May 1982 to October 1984, Mr.
Meyer was a life insurance agent, District Director and Executive Sales
Director with Liberty American Assurance Company in Lincoln, Nebraska. In
October 1984, Mr. Meyer transferred to an affiliated company to become Agency
Director. In 1985, Mr. Meyer left Liberty American to become an organizer
and Zone Sales Director for United Trust, Inc. in Springfield, Illinois. In
January 1988, Mr. Meyer transferred to Columbus, Ohio, to assist in the
organization of United Income, Inc. and served as Zone Sales Manager. While
with United Income, he was promoted to Training Director in 1991 and to
Agency Director in 1993. Mr. Meyer left the United Companies in January 1996
to form the Company.
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DANNY N. BIGGS: Mr. Biggs is Vice-President, Partner, General Superintendent
and Director of Pickrell Drilling Company, Inc., Mobile Drilling Company,
Inc., Central Dirt Service, Inc., and Pickrell Acquisitions, Inc. and also a
Partner in Kelly Petroleum. Mr. Biggs is a past President of the Kansas
Independent Oil & Gas Association ("KIOGA") and is currently a member and
Director of KIOGA and Director and President of Kansas Oil & Gas Hall of Fame
& Museum Foundation.
PAUL E. "BUD" BURKE: Mr. Burke is the President of Issues Management Group,
Inc., a public relations and governmental affairs consulting company. Mr.
Burke served as a member of the Kansas State Senate from 1975 to January 1997
and served as the President of the Senate from 1989 until his retirement in
1997.
ED C. CARTER: Mr. Carter is an entrepreneur and real estate developer. Mr.
Carter is a retired senior executive (1963-1992) with the Kansas Southwestern
Bell Telephone Company. He served in numerous senior executive positions
including Division Manager Regulatory Relations, Regional Vice-President
Southwestern Bell Telecom, a start up company serving a four state area, and
Kansas Director of Marketing and District Manager Residence Service Centers.
KENNETH L. FRAHM: Mr. Frahm is President of the Kansas Development and
Finance Authority. He has been a self-employed farmer since 1975. He
currently owns 1,200 acres of irrigated corn and dry land wheat production
land and manages an additional 4,500 acres, producing over 400,000 bushels of
grain per year. Mr. Frahm's operating entities include Allied Family Farm
and Grain Management, Inc.
JOHN W. HADL: Mr. Hadl is an Associate Athletics Director at the University
of Kansas in Lawrence, Kansas, and he also heads the Williams Educational
Fund, which provides scholarship assistance to more than 400 male and female
Kansas University student-athletes. Prior to becoming the Associate
Athletics Director, Mr. Hadl served as an Assistant Athletic Director and
member of the KU football coaching staff.
STEVE J. IRSIK, JR: Mr. Irsik owns and operates a multi-county agri-business
centered in western Kansas. The business deals with both irrigated and dry
land wheat, grain sorghum and corn, a yearling steer operation utilizing
native grass and wheat pasture. Mr. Irsik also owns a ranch operation which
maintains a spring and fall cow herd, employing "Embryo Transfer" for the
development of registered Angus bulls. Mr. Irsik is one of the owners of
Irsik and Doll Company, a grain storage, merchandising and full feeding
cattle operation with facilities across the State of Kansas.
JOHN G. MONTGOMERY: Mr. Montgomery is the President of Montgomery
Communications, Inc. of Junction City, Kansas. He is a newspaper publisher
and TV station owner. His current business affiliations include Directorship's
with the Associated Press, New York City; First National Bank, Junction City;
Automobile Club of Kansas.
HARLAND E. PRIDDLE: Mr. Priddle is retired. He is the former Chairman and
Chief Executive Officer of Network Associates and President and Chief
Executive Officer of Mid-American International Trade Services, L.C. Mr.
Priddle is the former Kansas Secretary of Agriculture and served as the first
Kansas Secretary of Commerce.
GARY E. YAGER: Mr. Yager currently is the Executive Vice President and Chief
Executive Officer and Senior Lender of the Columbian Bank of Topeka, Kansas.
From October 1986 to December 1995, Mr. Yager served as either the Vice
President and Branch Manager or the Vice President of Commercial Loans for
the Commerce Bank and Trust of Topeka, Kansas.
THESE 11 PERSONS WILL BE PLACED IN NOMINATION FOR ELECTION TO THE BOARD OF
DIRECTORS. THE SHARES REPRESENTED BY THE PROXY CARDS WILL BE VOTED FOR THE
ELECTION OF THESE DIRECTORS, UNLESS SPECIFIED OTHERWISE.
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EXECUTIVE COMPENSATION
The following table sets forth amounts earned by executive officers as
compensation over the past three years:
Annual Compensation
-----------------------------------------------
Other
Name and Annual Incentive
Principal Position Year Salary ($) Bonus ($) Comp ($)(1) Comp ($)(2)
- ------------------- ------ ---------- --------- ----------- -----------
Rick D. Meyer 1999 90,485 70,000 8,400 54,255
President and 1998 77,500 50,000 7,200 -
Director 1997 75,000 25,000 7,200 -
Michael N. Fink 1999 72,388 - 4,800 43,405
Chairman and 1998 63,000 36,000 4,800 -
Director 1997 60,000 18,000 4,800 -
Chris J. Haas (3) 1999 36,194 - 2,400 21,703
Secretary/Treasurer 1998 31,000 18,000 2,400 -
and Director 1997 30,000 9,000 2,400 -
(1) Amounts paid for auto allowance.
(2) Includes incentive compensation pursuant to the Executive Employment
Agreement, based on premiums.
(3) Mr. Haas resigned from the Company and its subsidiaries as
Secretary/Treasurer and Director, for personal reasons, effective
March 10, 2000. See "Board of Directors."
COMPENSATION COMMITTEE REPORT
The Company completed its initial public stock offering on January 11, 1999.
The Company became operational in November of 1998 with the commencement of
operations of First Life America Corporation. The overall ability of the
Company to meet its desired business objectives is dependent on the retention
of qualified executives. To achieve this objective, the Company has structured
its executive compensation system to offer competitive base salaries and other
compensation, which includes incentive compensation.
The Compensation Committee reviews and approves the compensation of the Chief
Executive Officer and each of the other executive officers and makes
appropriate recommendations to the Board of Directors with respect thereto on
the basis of factors, including qualifications, level of responsibility and
individual performance. These factors are not assigned relative weight, and
the compensation is not determined by a formula. Rather, compensation is
negotiated and determined on an individual basis, giving due consideration to
the Company's unique needs and the perceived value of the officers' services
to the Company. Although the Committee has not conducted a formal review,
compensation ranges are believed to be below median levels for the level of
expertise of the executive officers.
Executive Contracts
The executives, consisting of Messrs. Fink, Meyer and Haas (the "Executives"),
entered into employment agreements effective November 1, 1998. The term of
the agreements is four years. The compensation provided under the agreements
is as follows:
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Base Salary
The annual base compensation of Messrs. Meyer, Fink and Haas is $90,000,
$72,000 and $36,000, respectively. Base compensation is increased annually
on the anniversary of the agreements based on the Consumer Price Index Labor
Component as of the month preceding the anniversary.
Incentive Compensation
Each Executive receives incentive compensation based on a percentage of
monthly first year delivered premiums of life insurance (excluding annuity
premiums) of the initial product of First Life America Corporation known as
the "First America 2000". Additionally, each Executive will receive a
percentage of renewal life insurance premiums on the "First America 2000".
Renewal premiums are defined as premiums paid on policies renewing on the
first and subsequent policy anniversaries. At any time, the Board of
Directors can review and renegotiate the incentive compensation if it is
unanimously agreed that the payment of incentive compensation is resulting in
economic detriment to the Company.
Other Benefits Under the Agreements
Under the agreement, Messrs. Meyer, Fink and Haas are provided $7,200, $4,800
and $2,400, respectively of annual auto allowances. Mr. Meyer receives
$500,000 of term life insurance and Messrs. Fink and Haas receive $150,000 of
term life insurance at the Company's expense. Mr. Meyer also receives
disability coverage paid for by the Company. The Company will only pay
standard risk life insurance premiums on the term life policies. Any
additional substandard premiums will be paid at the Executive's expense.
The Executives can participate in any deferred compensation, pension, other
retirement income programs; and stock option plans applicable to
executive-level employees of the Company as approved by the Board of Directors.
At this time, none of these programs have been developed.
Bonus Compensation
Bonus compensation was based on an evaluation of executive management's
success in achieving corporate goals. Corporate goals evaluated for bonus
determination were success in completion of the Company's public stock
offering; capitalization and commencement of operations of First Life America
Corporation; success in establishing the Company's Advisory Board and overall
performance in exceeding corporate objectives. Bonus compensation was paid
to the Executives prior to the execution of the employment agreements. The
employment agreements contain provisions for bonuses other than incentive
compensation subject to approval by the Board of Directors.
Long-Term Compensation
The Company currently does not have any long-term compensation plans in place
for its executive officers.
Compensation Committee
Harland Priddle Danny Biggs Steve Irsik
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders, the Board of Directors has
reappointed Kerber, Eck & Braeckel LLP as independent auditors to audit the
financial statements of the Company and its subsidiaries for the current
fiscal year. A representative of the firm will not be present at the annual
meeting.
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Relationship with Independent Public Accountants
Kerber, Eck & Braeckel LLP served as the Company's independent auditors for
the fiscal years ended December 31, 1999 and 1998. In serving its primary
function as outside auditors for the Company, Kerber, Eck & Braeckel LLP
performed the following audit services: examination of annual financial
statements for the Company and First Life America Corporation and review of
the Company's Form 10-SB and Form 10-K filed with the Securities and Exchange
Commission.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THE SHAREHOLDERS
VOTE "FOR" THE RATIFICATION OF KERBER, ECK & BRAECKEL LLP AS INDEPENDENT
AUDITORS.
OTHER MATTERS TO COME BEFORE THE MEETING
The management does not intend to bring any other business before the meeting
of the Company's shareholders and has no reason to believe that any will be
presented to the meeting. If, however, any other business should properly be
presented to the meeting, the proxies named in the enclosed form of proxy will
vote the proxies in accordance with their best judgment.
SHAREHOLDER'S PROPOSALS FOR 2001 MEETING
Proposals of stockholders intended to be presented at the 2001 Annual Meeting
of Stockholders must be received by the Company at its principal office in
Topeka, Kansas not later than January 31, 2001 for inclusion in the proxy
statement for that meeting. At the time the proposal is submitted, the
proposing shareholder shall be a record or beneficial owner of at least one
(1) percent of securities entitled to be voted on the proposal at the meeting
and have held such securities for at least one year, and shall continue to
own such securities through the date on which the meeting is held.
AUDITED FINANCIAL STATEMENTS
Audited financial statements are included in the Annual Report to Shareholders
which accompanies this proxy statement. Requests for copies of the Annual
Report to Shareholders should be addressed to Phillip M. Donnelly,
Secretary/Treasurer, First American Capital Corporation, 3360 SW Harrison
Street, Topeka, Kansas 66611.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST AMERICAN CAPITAL CORPORATION
Dated May 10, 2000 Phillip M. Donnelly, Secretary/Treasurer