SCHEDULE 14(A) 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 the Registrant [ ]
Check the appropriate box:
[ ]Preliminary Proxy Statement
[ ]Definitive Proxy Statement [ ] Confidential, for Use of the
[X]Definitive Additional Materials Commission only (as
[ ]Soliciting Material Under Rule 14a - 12 permitted by Rule 14a-6(e)(2))
FIRST AMERICAN CAPITAL CORPORATION
Attn: Harland Priddle, Chairman
1303 S.W. First American Place
Topeka, Kansas 66604
Phone: 785/267-7077
with a copy to William Schutte, Esq.
Polsinelli, Shalton & Welte, P.C.
6201 College Boulevard, Suite 500
Overland Park, Kansas 66211
Phone: 913/451-8788
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
- ------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- ------------------------------------------------------------------------------
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):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
5) Total fee paid:
- ------------------------------------------------------------------------------
[ ] 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:
- ------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
- ------------------------------------------------------------------------------
3) Filing Party:
- ------------------------------------------------------------------------------
4) Date Filed:
- ------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
CONTACT:
Harland E. Priddle, Chairman
First American Capital Corporation
(785) 267 - 7077 or (620) 664 - 3304
KANSAS COMMISSIONER OF INSURANCE RULES WHITE PROXIES
GATHERED BY DISSIDENT GROUP FUNDED BY CITIZENS, INC. CAN NOT
BE USED TO SEIZE CONTROL OF FIRST AMERICAN CAPITAL CORPORATION
TOPEKA, KS - May 23, 2003 - First American Capital Corporation disclosed
today the Office of the Kansas Commissioner of Insurance, ruled the white
proxies gathered by a dissident group of shareholders being financed by
Citizens, Inc. (NYSE:CIA) of Austin, Texas can not be used to elect the
dissident's nominees to First American Capital's board of directors.
Today's letter from the Kansas Insurance Department stated:
"As to the voting of the proxies gathered by or on behalf of Riley, Oliver
and Citizens, Inc. it appears to the Commissioner that the use of any of
these proxies would be a violation of the Kansas Insurance Holding Companies
Act. She objects to their use in any manner whatsoever. If any of these
proxies are used at the upcoming shareholders meeting she will take
appropriate action which may include the filing of a suit in the Shawnee
County District Court, the seizure of proxies and the invalidation of any
actions resulting from the use of the proxies."
First American Capital's company's annual meeting of shareholders is
scheduled to be held at the Holiday Inn West in Topeka at 11:00 a.m, on
Monday June 2.
"We will continue to encourage shareholder support for our campaign to elect
Managment's slate of experienced business leaders to the board of
directors," said Harland E. Priddle, Chairman of the Board of First
American Capital, a regional life insurance company founded and financed
by Kansans in 1996.
"We are urging each and every shareholder to vote Management's Blue Proxy
Card immediately," Priddle said.
Every shareholder is urged to support First American Capital's Management
by voting FOR Management's Nominees on the BLUE Proxy Card and mailing it
today to UMB Bank.
HOW TO VOTE MANAGEMENT'S BLUE PROXY
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 BLUE Proxy Card to UMB Bank 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 the BLUE Proxy Card with respect
to your shares and only after receiving your specific instructions.
Accordingly, please sign, date and mail the enclosed BLUE 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 BLUE Proxy Card to be issued representing
your shares.
3. After signing the enclosed BLUE Proxy Card, do not sign or return the
WHITE 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 WHITE PROXY CARD AND WANT
TO CHANGE YOUR VOTE, YOU CAN DO SO NOW BY SENDING IN THIS BLUE PROXY CARD.
5. If you have any questions or need further assistance in voting your
shares, please contact our proxy solicitor:
Allen Nelson & Co. Incorporated
P. O. Box 16157
1906 California Avenue, S.W.
Seattle, WA 98116
SHAREHOLDERS MAY CALL TOLL FREE: 1-800-932-0181
Safe Harbor Statement
Statements in this letter that are not historical are forward-looking
statements, including statements regarding First American's beliefs,
expectations, hopes or intentions regarding the future. It is important
to note that actual outcomes and First American's actual results could
differ materially from forward-looking statements. First American assumes
no obligation to update any forward-looking statement.
Proxy Solicitation Disclosure
First American 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.
First American 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. First American and its slate
of directors to be elected at the 2003 Annual Meeting of Shareholders and
certain of executive officers of First American may be deemed to be
participants in the solicitation of proxies with respect to electing
the Board of Directors of First American at the 2003 Annual Meeting of
Shareholders. Additional information concerning the beneficial ownership
of those executive officers and the First American slate of directors of
First American common stock is set forward in the definitive proxy statement
filed by First American with the Commission.
Proxy Statement Available
Shareholders may obtain a free copy of the definitive proxy statement and
other documents filed by First American 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 Allen Nelson & Co., Incorporated
toll-free at 1-800-932-0181.