SCHEDULE 14(A)
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
[X] Definitive Proxy Statement [ ]Confidential, for Use of the
[ ] Definitive Additional Materials Commission only (as permitted
[ ] Soliciting Material Under Rule 14a - 12 by Rule 14a-6(e)(2))
FIRST AMERICAN CAPITAL CORPORATION
(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:
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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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3) Filing Party:
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4) Date Filed:
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FIRST AMERICAN CAPITAL CORPORATION
1303 SW FIRST AMERICAN PLACE
TOPEKA, KANSAS 66604
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JUNE 7, 2004 AT 11:00 A.M.
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of First
American Capital Corporation, (the "Company"), will be held Monday, June 7, 2004
at 11:00 a.m. Central Time at the Holiday Inn West, 605 SW Fairlawn, Topeka,
Kansas, 66606 for the following purposes:
1. To elect nine directors of the Company to serve for one year
or until their successors are elected and qualified. The Board
of Directors recommends a vote "for" the election of its
nominees on the enclosed proxy card.
2. To ratify and approve the appointment of BKD, LLP as
independent auditors for the next fiscal year. The Board of
Directors recommends a vote "for" this proposal.
3. To consider and act upon such other business as may properly
be brought before the meeting, or any adjournment or
postponement thereof.
The Board of Directors has fixed the close of business on April 30,
2004 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 REQUESTED
TO VOTE YOUR SHARES BY SIGNING, DATING AND MAILING THE ENCLOSED PROXY CARD IN
THE POSTAGE-PREPAID ENVELOPE PROVIDED. If you are present at the meeting and
desire to do so, you may revoke your proxy and vote in person.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE VOTING, PLEASE CONTACT US
BY CALLING OUR CORPORATE OFFICES AT 785-267-7077.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST AMERICAN CAPITAL CORPORATION
/s/ Harland E. Priddle
Secretary
Dated: May 7, 2004
Topeka, Kansas
FIRST AMERICAN CAPITAL CORPORATION
1303 SW First American Place
Topeka, Kansas 66604
--------------------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 7, 2004
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PROXY STATEMENT
The accompanying proxy is solicited on behalf of the Board of Directors
(the "Board") of First American Capital Corporation, a Kansas corporation (the
"Company"), for use at the Annual Meeting of Shareholders of the Company to be
held on Monday, June 7, 2004, at 11:00 a.m. Central Time at the Holiday Inn
West, 605 SW Fairlawn, Topeka, Kansas 66606, or at any adjournment or
postponement thereof. This Proxy Statement and the Proxy Card are being mailed
to shareholders on or about May 12, 2004. 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 30, 2004 (the "Record Date") in
order to furnish each shareholder information relating to the business to be
transacted at the meeting.
Whether or not you expect to be present at the meeting, please
complete, sign, date and return to the Company the accompanying Proxy Card in
the envelope provided. If you are present at the meeting, you may withdraw your
proxy and vote your shares in person.
Only shareholders of record at the close of business April 30, 2004 are
entitled to vote. On that day, there were outstanding 4,687,078 shares of Common
Stock. Each share entitles the holder to one vote. Thirty-three and one-third
percent of the shares of Common Stock outstanding on the record date will
constitute a quorum for transaction of business at the meeting. 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.
Each 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
stock certificate is titled.
When the enclosed Proxy Card 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.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
HOW DO I VOTE IN PERSON?
If you owned shares of Common Stock on the record date, April 30, 2004,
you may attend the 2004 Annual Meeting and vote in person. If you are not the
record holder of your shares, please refer to the discussion following the
question "What if I am not the record holder of my shares?". If you hold your
shares in the name of a bank or broker, you will not be able to vote in person
at the Annual Meeting unless you have previously specially requested and
obtained a "legal proxy" from your bank or broker and present it at the Annual
Meeting.
HOW DO I VOTE BY PROXY?
To vote by proxy, you should complete, sign and date the enclosed Proxy
Card and return it promptly in the enclosed postage-paid envelope. To be able to
vote your shares in accordance with your instructions at the 2004 Annual
Meeting, we must receive your proxy as soon as possible but in any event prior
to the Annual Meeting.
WHAT IF I AM NOT THE RECORD HOLDER OF MY SHARES?
If your shares are held in the name of a brokerage firm, bank nominee
or other institution ("Custodian"), only it can give a proxy with respect to
your shares. You may have received either a blank, executed proxy card from your
Custodian (which you can complete and send directly to the Company) or an
instruction card (which you can complete and return to the Custodian to direct
its voting of your shares). If your Custodian has not sent you either a blank,
executed proxy card or an instruction card, you may contact your Custodian
directly to provide it with instructions. If you need assistance, please contact
our Corporate offices at 785-267-7077.
If your shares are held in the name of a Custodian, and you want to
vote in person at the 2004 Annual Meeting, you may request a document called a
"legal proxy" from your Custodian and bring it to the 2004 Annual Meeting. If
you need assistance, please contact our Corporate offices at 785-267-7077
WHAT IF I WANT TO REVOKE MY PROXY?
If you give a proxy, you may revoke it at any time before it is voted
on your behalf. You may do so in three ways:
1. By delivering a later-dated proxy to our Secretary;
or
2. By delivering a written notice of revocation to our
Secretary; or
3. By voting in person at the 2004 Annual Meeting.
IF I PLAN TO ATTEND THE 2004 ANNUAL MEETING, SHOULD I STILL SUBMIT A PROXY?
Whether you plan to attend the 2004 Annual Meeting or not, we urge you
to submit a Proxy Card. Returning the enclosed Proxy Card will not affect your
right to attend and vote at the 2004 Annual Meeting.
WHO CAN VOTE?
You are eligible to vote or to execute a proxy only if you owned shares
of Common Stock on the record date for the 2004 Annual Meeting (April 30, 2004).
Even if you sell your shares after the record date, you will retain the right to
execute a proxy in connection with the 2004 Annual Meeting. It is important that
you grant a proxy regarding shares you held on the record date, or vote those
shares in person, even if you no longer own those shares. At the close of
business on April 30, 2004, 4,687,078 shares of Common Stock were entitled to be
voted at the 2004 Annual Meeting.
HOW MANY VOTES DO I HAVE?
With respect to each matter to be considered at the 2004 Annual
Meeting, each shareholder will have one vote for each share of Common Stock held
by the shareholder on the record date. The Company has no outstanding voting
securities other than Common Stock.
HOW WILL MY SHARES BE VOTED?
If you give a proxy on the accompanying Proxy Card, your shares will be
voted as you direct. If you submit a proxy to us without instructions, our
representatives will vote your shares in favor of our nominees. Submitting a
Proxy Card will entitle our representatives to vote your shares in accordance
with their discretion on matters not described in this Proxy Statement that may
arise at the 2004 Annual Meeting.
Unless a proxy specifies otherwise, it will be presumed to relate to
all shares held of record on the record date by the person who submitted it.
WHAT IS A QUORUM AND WHY IS IT NECESSARY?
Conducting business at the 2004 Annual Meeting requires a quorum. For a
quorum to exist, shareholders representing 33 1/3% of the votes eligible to be
cast must be present in person or represented by proxy. Abstentions and broker
non-votes are treated as present for purposes of determining whether a quorum
exists.
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WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AND HOW WILL VOTES BE COUNTED?
If a quorum is present, directors will be elected by a plurality of the
votes cast. This means that the nine nominees receiving the highest number of
votes will be elected as directors. Accordingly, abstentions and broker
non-votes do not have the effect of a vote against the election of any nominees.
Shareholders do not have the right to cumulate their votes.
Each proposal other than the election of directors will be adopted if a
majority of the shares represented at the meeting and entitled to vote on the
proposal are voted in its favor. Accordingly, abstentions on each such proposal
will have the same effect as a vote against the proposal. Broker non-votes will
not have any effect on any such proposal.
HOW CAN I RECEIVE MORE INFORMATION?
If you have any questions about giving your proxy or about our
solicitation, or if you require assistance, please call our Corporate offices at
785-267-7077.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 17, 2004,
regarding beneficial ownership of Common Stock by (i) the only persons or groups
known by the Company to own beneficially more than 5% of Common Stock; (ii) the
directors, individually; (iii) each nominee, individually; (iv) each executive
officer of the Company, individually; and (v) all officers and directors as a
group. Except as otherwise noted in the footnotes to the table, the beneficial
owners have sole voting and investment power as to all of the shares
beneficially owned by them.
Name and Address of Amount and Nature of
Beneficial Owner Status of Holder Beneficial Ownership Percent of Class
- ------------------------------------- ----------------- -------------------- ----------------
Brooke Corporation 5% or more
10950 Grandview St, Ste 600 Beneficial 450,500 9.61%
Overland Park, KS 66210 Holder
Paul E. Burke, Jr.
2009 Camelback Drive Director; 50,000 1.07%
Lawrence, KS 66047 Nominee
Edward C. Carter
4100 Wimbledon Drive Director; 85,000 1.81%
Lawrence, KS 66047 Nominee
Thomas M. Fogt
8200 W 101st Ter Director; 200 *
Overland Park, KS 66212 Nominee
Kenneth L. Frahm
Box 849 Director; 40,000 *
Colby, KS 67701 Nominee
Stephen J. Irsik, Jr.
05405 Six Road Director; 69,000 1.47%
Ingalls, KS 67853 Nominee
Rickie D. Meyer 5% or more
2955 SW McClure Road, Apt 308 Beneficial 256,000 5.46%
Topeka, KS 66614 Holder
John G. Montgomery
510 Redbud Lane Director; 45,000 *
Junction City, KS 66441 Nominee
Harland E. Priddle Director;
8214 South Haven Rd. Officer; 40,000 *
Burrton, KS 67020 Nominee
Vincent L. Rocereto
1821 Campbell Ave Officer - *
Topeka, KS 66604
John F. Van Engelen
4624 NW Kendall Dr. Officer; - (1) *
Topeka, KS 66618 Nominee
Gary E. Yager
3521 SW Lincolnshire Director; 40,000 *
Topeka, KS 66614 Nominee
All Directors and Officers as a Group 369,200 7.88%
* Indicates less than 1% ownership.
(1) Does not include an option to purchase, prior to May 16, 2004, 10,000 shares
of Common Stock at the current book value.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board is presently composed of the following eight directors, all
of whom hold office for a one year term:
Name Age
- ---- ---
Harland E. Priddle 73
Paul E. Burke, Jr. 70
Edward C. Carter 61
Thomas M. Fogt 58
Kenneth L. Frahm 57
Stephen J. Irsik, Jr. 57
John G. Montgomery 64
Gary E. Yager 49
The Directors serve until their successors are elected and qualified.
Directors will be elected annually by the shareholders. The Executive Officers
serve at the discretion of the Board. The President, Secretary and Treasurer are
elected at the annual meeting of the Board, while the other officers are elected
by the Board from time to time as the Board deems advisable. The Executive
Officers and Directors also hold the same positions for the Company's
subsidiaries.
NOMINEES
The Board has determined to increase the number of directors
constituting the Board from eight directors to nine directors. At the annual
meeting, nine directors are to be elected. Each director will hold office until
the next annual meeting or until his successor is elected and qualified. The
persons named in the Proxy Card intend to vote the proxies as designated for the
nominees listed below. Should any of the 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, management currently
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 BOARD RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE FOLLOWING NOMINATED DIRECTORS:
The names of the nominees, each of whom except John F. Van Engelen is
currently a director of the Company, and certain information about them are set
forth below:
Name Director Since Principal Occupation
- ---- -------------- --------------------
Harland E. Priddle 1996 Chairman of the Board, Secretary and Treasurer of the Company
John F. Van Engelen N/A President and CEO of the Company
Paul E. Burke, Jr. 1996 President of Issues Management Group Inc.
Edward C. Carter 1996 Entrepreneur and real estate developer
Thomas M. Fogt 2003 Vice President for Corporate Development of AmerUs Annuity Group
Kenneth L. Frahm 1996 Self employed farmer since 1975
Stephen J. Irsik, Jr. 1996 Entrepreneur and agri-business owner
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John G. Montgomery 1996 President of Montgomery Communications, Inc.
Gary E. Yager 1996 Vice Chairman of Western National Bank
Harland E. Priddle: Mr. Priddle has been a Director of the Company since its
inception and has been the Chairman of the Board since November 15, 2002. Mr.
Priddle is President of Priddle & Associates, a business consulting firm
specializing in business and economic development consulting. Mr. Priddle is the
former Kansas Secretary of Agriculture (1982-1986) and served as the first
Kansas Secretary of Commerce (1987-1991). As the first Secretary of Commerce, he
was directly involved in the creation of such programs as Kansas, Inc., Kansas
Technology Enterprise Corporation, Kansas Development Finance Authority and the
Kansas Venture Capital Corp. He was candidate for Lt. Governor of Kansas in 1986
and 1990. He was the Deputy Director of the White House Communications Agency
for the President for a period of four years (1970-1974) where he provided
support and accompanied the President on approximately 200 Presidential trips.
Mr. Priddle was the Vice President for Marketing and Customer Services for the
Hutchinson National Bank from 1978 to 1981. He also has served as Assistant
Manager of the Kansas State Fair (1974-1978) and Executive Director of the
Kansas Wildscape Foundation (1999-2002), a not for profit foundation dedicated
to creating outdoor opportunities in Kansas. He retired from the United States
Air Force in 1974, after 22 years, with the rank of Colonel. While in the Air
Force, he received 17 military decorations including the Bronze Star and two
Legions of Merit. He is a veteran of both Korea and Vietnam Campaigns. He
received a BS in Agriculture from Kansas State University in 1952.
John F. Van Engelen: Mr. Van Engelen was named President and CEO of the Company
on February 16, 2004. Mr. Van Engelen previously was the President of Western
United Life. Mr. Van Engelen joined Western United Life in 1984 as its
underwriting manager, and shortly thereafter he was appointed Vice President --
Underwriting. From 1987 to 1994, he was Vice President -- Sales and a Regional
Sales Manager. During 1994, he was appointed President of Western United Life.
Prior to joining Western United Life, Mr. Van Engelen had worked in the
insurance industry and in corporate and public accounting. He holds the
following certifications: CPA, CFP, CLU, CHFC, and FLMI. He is also a member of
the American Institute of Certified Public Accountants, Society of Financial
Service Professionals, National Association of Insurance and Financial Advisors,
and a board member of the New Mexico Life and Health Guaranty Fund. Mr. Van
Engelen holds a Bachelor of Business Administration in Accounting from Boise
State University.
Paul E. Burke, Jr.: Mr. Burke, who has been a Director of the Company since its
inception, 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. During his tenure in the Kansas
Senate, Mr. Burke served as Chairman of the Organization, Calendar and Rules,
Legislative Coordinating Council and Interstate Cooperation Committees. Mr.
Burke was a majority leader of the Senate from 1985 to 1988. Mr. Burke has
served in numerous national, state and local leadership positions including past
positions as a member of the President's Advisory Commission on
Intergovernmental Relations. He is also the former owner of WEBBCO, Inc., an
industrial engineering and equipment company. Mr. Burke received his Bachelor of
Science degree in business from the University of Kansas in 1956.
Edward C. Carter: Mr. Carter, who has been a Director of the Company since its
inception, 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. Mr. Carter served as City
Commissioner and Mayor of Lawrence, Kansas from 1977 to 1981. He was a director
and President of the Lawrence, Kansas Rotary Club, past Executive Board Member
of the Kansas State Chamber of Commerce, past Chairman of the Douglas County
United Fund and Director and President of Junior Achievement. He is a
Co-Recipient of the Outstanding Kansan Award for Civic Service and received the
Lifetime Meritorious Achievement Award from Pittsburgh State University in 2001.
Mr. Carter was a member and All Conference guard on the Pittsburgh State
University National Championship Football Team. He received his B.A. in Business
Administration from Pittsburgh State University in 1963.
Thomas M. Fogt: Mr. Fogt has been a director of the Company since March 31,
2003. Mr. Fogt has over twenty-five years of experience in insurance, financial
management, accounting, corporate development and business planning. He has a
master's degree from Xavier University in business and is a member of the
American Institute of Certified Public Accountants. Mr. Fogt has served as
Executive Vice President for AmerUs Annuity Group Co., a subsidiary of AmerUs
Group, since 1994 with responsibilities for finance and accounting, as well as
mergers and acquisitions. Prior to joining AmerUs, Mr. Fogt was a partner with
the accounting firm of Deloitte & Touche.
Kenneth L. Frahm: Mr. Frahm, who has been a Director of the Company since its
inception, has been a self-employed farmer since 1975. He currently owns 1,200
acres of irrigated corn and dryland wheat production land and is a member of a
family partnership, which
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produces over 500,000 bushels of corn and wheat annually on 6,500 acres of
western Kansas farm land. Mr. Frahm's operating entities include Allied Family
Farm and Grain Management, Inc. He is past President of the Kansas Development
Finance Authority. He is past Chairman of 21st Century Grain Processing
Cooperative, and a former member of the Board of Directors of Bank IV Community
Bank in Colby. In addition, Mr. Frahm is a member of the Kansas Farm Service
Agency State Committee appointed by US Agriculture Secretary Ann Veneman. He is
a member of the Agricultural Use Value Committee of the Kansas Department of
Revenue, an Executive Committee member of the Fort Hays State University
Endowment Association, a past member of the Board of Directors of the Kansas
Area United Methodist Foundation and Chairman of its Investment Committee, Past
President and Paul Harris Fellow of Rotary, a member of the Kansas Farm Bureau,
Kansas Livestock Association, Kansas Corn Growers Association, Kansas
Association of Wheat Growers and serves on the Boards of Directors of the
Ogallala Aquifer Institute and the Kansas Water Congress. Mr. Frahm is married
to Sheila Frahm, a former Kansas United States Senator and has three daughters.
Mr. Frahm received his B.A. in Economics in 1968 from Fort Hays Kansas State
College and his M.B.A. in Finance in 1969 from the University of Texas at
Austin.
Stephen J. Irsik Jr.: Mr. Irsik, who has been a Director of the Company since
its inception, is one of the owners of a multi faceted agri-business centered in
western Kansas. The business deals with identity preserved grain production,
angus beef and the dairy industry. Mr. Irsik is one of the owners of Irsik &
Doll Company, a grain storage, merchandising and full feeding cattle operation
with facilities across the State of Kansas. Mr. Irsik is serving his 16th year
on the Gray County Commission. He currently serves on the 21 Century Alliance
Board, 21Century Grain Processing board and Home National Bank Board of Garden
City, Kansas. Mr. Irsik has served as a past Board member of the Southwest
Kansas Irrigation Association, Upper Ark Basin Advisory committee and Ground
Water Management District #3. He is a graduate of Kansas State University and a
veteran of the United States Air Force.
John G. Montgomery: Mr. Montgomery, who has been a Director of the Company since
its inception, is the President of Montgomery Communications, Inc. of Junction
City, Kansas. He is a newspaper publisher and TV station owner. He is also
President of the Junction City Housing and Development Corporation. From 1964 to
1973 he was the Assistant to the President at the San Francisco Newspaper
Printing Company. Mr. Montgomery is a member of the InterAmerican Press
Association, Inland Daily Press Association and the Kansas Press Association. He
was Civilian Aid to the Secretary of the Army of Kansas from 1979-1981 and has
again served in that role since 1995. He has extensive state government service
including Past Chairman of the Kansas Board of Regents, Past member of the
Washburn University Board of Regents, and 1986 Democratic nominee for Lieutenant
Governor. His considerable civic involvement, in part, includes being past
President of the Junction City Chamber of Commerce, Director and past President
of the United Way, past Board member of the Boy Scouts of America, Coronado
Council, past Director of the armed service YMCA, Trustee of the William Allen
White Foundation, Co-chair of Economic Lifelines, Board member of Kansas
Wildscape and the Kansas 4-H and a member of the Rotary Club. Mr. Montgomery has
received the 1975 Jaycees Outstanding Young Man of Kansas Award, 1975 Junction
City Jaycees Distinguished Service Award and the Department of the Army,
Patriotic Civilian Service Award. He graduated from the Philips Academy,
Andover, Massachusetts, in 1958, Yale University in 1962, receiving a Bachelor
of Arts Degree, and from Stanford University in 1964, where he received his MBA
Degree.
Gary E. Yager: Mr. Yager, who has been a Director of the Company since its
inception, became the Vice Chairman of Western National Bank in September of
2002. From December 1995 to September of 2002 Mr. Yager was 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. From 1976 to 1986, he served
in various management positions with Bank IV of Topeka including Assistant
Vice-President of Correspondent Banking and Branch Manager. Mr. Yager is
currently a member of the Topeka Housing Authority, Topeka Chamber of Commerce,
Art Council of Topeka, the Washburn University Ichabod Club and the Washburn
University Moore Bowl Renovation Committee. Additionally, he currently serves as
President of Downtown Topeka, Inc. and as Chairman of the Business Improvement
District of Topeka. He is a former member of the Board of Directors of the
Topeka Family Service and Guidance Center and former advisor of Junior
Achievement. He is a past member of the Topeka Active 20-30 Club, where he
served in numerous leadership roles including President and Treasurer. Mr. Yager
received his BA degree in Business Administration from Washburn University of
Topeka in 1976.
MEETINGS AND COMMITTEES OF THE MEMBERS OF THE BOARD OF DIRECTORS
Board Meeting Attendance:
During the last fiscal year the Board held four regularly scheduled
meetings and three special meetings. No Director attended less than 75% of the
Board meetings. The Board has standing Audit, Compensation, Nominating and
Investment Committees. All board members are strongly encouraged to attend the
Company's annual meeting each year. All board members were in attendance at the
Company's 2003 annual meeting.
7
Audit Committee:
The Audit Committee members are Gary Yager, John Montgomery and Thomas
Fogt. The Audit Committee was established in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended. The Audit Committee is
responsible for the selection, review and oversight of the Company's independent
accountants, the approval of all audit, review and attest services provided by
the independent accountants, the integrity of the Company's reporting practices
and the evaluation of the Company's internal controls and accounting procedures.
Each of the members of the Audit Committee are "independent" as that term is
defined in Rule 4200(a)(14) of the Nasdaq Marketplace Rules. The Board has
adopted a written charter for the Audit Committee, a copy of which is attached
hereto as Appendix A. The Board has determined that Mr. Fogt is an "audit
committee financial expert" as defined under regulations of the Securities and
Exchange Commission ("SEC"). The Audit Committee met six times during the last
fiscal year.
Compensation Committee:
The Compensation Committee members are Paul Burke, Steve Irsik and
Harland Priddle. 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 five times during the last
fiscal year.
Nominating Committee:
The Nominating Committee members are John Montgomery, Paul Burke and
Edward Carter. The purpose of the Nominating Committee is to recommend to the
Board new officers and new directors of the Company. Each of the members of the
Nominating Committee are "independent" as that term is defined in Rule
4200(a)(14) of the Nasdaq Marketplace Rules. The Board has not adopted a written
charter for the Nominating Committee.
The Nominating Committee does not have a formal written process for
identifying and evaluating nominees, nor does the Company have a formal written
policy with regard to the consideration of director candidates recommended by
shareholders. The Board has determined that in view of the Company's size and
shareholder base, such a policy has been unnecessary in the past, although the
Board will continually evaluate the appropriateness of developing such a policy
in the coming year.
Director nominees are chosen for their ability to represent all of the
shareholders, and for their character, judgment, fairness and overall ability.
As a group, the directors are expected to set the appropriate policy for the
Company, and to bring to the Board broad experience in business matters and an
insight and awareness of the appropriate and ever-changing role that
corporations should have in society. Because the advice of those facing similar
problems is of particular value, executive officers of other corporations are
desirable nominees. The following personal criteria will be considered in
selecting candidates for the Board: independence, wisdom, integrity,
understanding and general acceptance of the Company's corporate philosophy,
business or professional knowledge and experience that can bear on the Company's
strategies and deliberations, a proven record of accomplishment, a willingness
to speak one's mind, an ability to challenge and stimulate management and a
willingness to commit the time and energy required by the position.
The Nominating Committee will consider shareholder recommendations for
director nomination that are made in writing, and sent to the Secretary of the
Company at its principal office. The Nominating Committee will review
shareholder recommendations for nominees for election as directors, provided
that the recommendation is accompanied by a resume outlining the proposed
nominee's business and professional qualifications and a statement of the facts
that cause the shareholder to believe that the nomination of such person would
serve the best interests of the Company. The recommendation must contain
sufficient background information concerning the nominee to enable a proper
judgment to be made as to his or her qualifications. Recommendations must also
include a written statement from the candidate expressing a willingness to
serve. Any such recommendations with respect to the 2005 Annual Meeting must be
received by the Company by January 11, 2005. Director candidates are considered
based upon various criteria, such as their business and professional skills and
experiences, including particular experience in areas relevant to the Company's
business activities, concern for the long-term interests of the shareholders,
and personal integrity and judgment. In addition, directors must have time
available to devote to Board of Director and committee activities. Accordingly,
the Company seeks to attract and retain highly qualified directors who have
sufficient time to attend to their duties and responsibilities to the Company.
The Nominating Committee reviews all candidates in the same manner, regardless
of their source of recommendation.
All nominees approved by the Nominating Committee and included on the
attached Proxy Card are either an executive officer of the Company or are
directors standing for re-election. The Nominating Committee met two times
during the last fiscal year.
8
Investment Committee:
The Investment Committee members are Kenneth Frahm and Edward Carter.
The purpose of the Investment Committee is to review investments bought, sold
and held to assure that the Company is adhering to established investment policy
and guidelines. The Investment Committee met four times during the last fiscal
year.
Process for Communicating with the Board of Directors:
The Board does not have a formal process for shareholders to send
communications to the Board. The Board has determined that in view of the
Company's size and shareholder base, a formal process for shareholders to send
communications to the Board has been unnecessary in the past, although the Board
will continually evaluate the appropriateness of developing such a process in
the coming year. This should in no way be interpreted to mean that the Board is
not interested in shareholder input. To the contrary, the Board is receptive to,
and does receive, shareholder feedback and input through communications sent to
the Company's headquarters directed to the Board's attention. All communications
directed to the attention of the Board or to one or more of its board members
are relayed by the Company's headquarters staff either to a board member or to
the specific board member(s) identified in the communication.
EXECUTIVE OFFICERS OF THE COMPANY
Present Positions Principal Occupation(s) or
Name/Age With the Company Employment(s) During Past Five Years
- ------------------ ----------------------- ------------------------------------------------------------------
Harland E. Priddle Chairman of the Board Chairman of the Board of the Company since November 15, 2002.
73 Secretary President, Priddle & Associates, a business consulting firm with
Treasurer specialties in economic and community development for past ten
years. Has been a Director since initial establishment of the
Company.
John Van Engelen President/CEO Selected and assumed position of President and CEO on February 16,
51 2004. Since 1994, served as President of Western United Life
Assurance Co.
Vincent L. Rocereto Executive Vice President President of the Company from February 28, 2003 to February 16,
82 2004. Former Chairman and CEO of American Home Life Insurance
Company with 36 years experience in all areas of life insurance
marketing and executive management. Retired from American Home Life
in 1986.
9
EXECUTIVE COMPENSATION
The following table sets forth amounts earned by executive officers as
compensation for the fiscal years ended December 31, 2003, 2002 and 2001.
Annual Compensation
Other Annual All Other
Name and Principal Position Year Salary ($) Bonus ($) (1) Compensation ($) (2) Compensation
- --------------------------- ---- ---------- ------------- -------------------- ------------
Harland E. Priddle 2003 76,154 1,385 - 17,141 (3)
Chairman / Treasurer / Secretary and Director 2002 3,600 - - -
2001 - - - -
Vincent L. Rocereto 2003 73,038 1,731 - -
Executive Vice President and Former President / CEO 2002 - - - -
2001 - - - -
Rickie D. Meyer 2003 20,348 30,786 3,500 61,466 (4)
Former President / CEO and Director 2002 105,301 104,651 8,131 -
2001 96,271 79,080 5,983 -
Michael N. Fink 2003 - - - 20,269 (5)
Former Chairman and Director 2002 64,748 86,199 3,554 -
2001 77,017 63,264 2,792 -
Phillip M. Donnelly 2003 - - - -
Former Treasurer / Secretary and Director 2002 74,895 31,957 - -
2001 72,838 19,783 - -
(1) Bonus amounts for Messrs. Meyer, Fink and Donnelly include incentive
compensation paid in accordance with their Executive Employment
Agreements. Incentive compensation was calculated based on a set
percentage of the first year and renewal year premium collected by the
Company. Bonus amounts for Messrs. Priddle and Rocereto include holiday
bonuses paid during the year. These bonus amounts were calculated as
one week's gross pay.
(2) Other Annual Compensation consists of automobile allowances. The
aggregate cost to the Company of such personal benefits did not exceed
the lesser of $50,000 or 10% of the total annual salary and bonus
received by the applicable executive officers.
(3) All Other Compensation for Mr. Priddle includes travel and lodging
expenses paid by the Company for Mr. Priddle to commute between his
home in Burrton, Kansas and the Company's home office in Topeka,
Kansas.
(4) All Other Compensation for Mr. Meyer includes $46,689 in severance
benefits paid subsequent to his departure from the Company. Severance
benefits were provided for a three-month period commencing on February
28, 2003. All Other Compensation also includes $14,777 paid to Mr.
Meyer subsequent to his departure from the Company for vested renewal
incentives in accordance with his Executive Employment Agreement.
Vested renewal incentives were calculated based on a set percentage of
the renewal premium collected by the Company.
(5) All Other Compensation for Mr. Fink includes amounts paid subsequent to
his departure from the Company for vested renewal incentives in
accordance with his Executive Employment Agreement. Vested renewal
incentives were calculated based on a set percentage of the renewal
premium collected by the Company.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company had entered into an Executive Employment Agreement with Mr.
Meyer. The employment agreement for Mr. Meyer was for a term of four years
beginning November 1, 1998. The employment agreement for Mr. Meyer expired on
November 1, 2002, but was reinstated for a period of time before lapsing.
On November 15, 2002, Mr. Harland E. Priddle became an at-will employee
serving as the Chairman of the Board, Secretary and Treasurer of the Company and
its subsidiaries. On February 28, 2003, Mr. Vincent L. Rocereto became an
at-will employee serving as President and Chief Executive Officer of the Company
and its subsidiaries. The gross annual base salary under the at-will agreements
is
10
$90,000 and $72,000 for Messrs. Rocereto and Priddle, respectively. Mr. Rocereto
performed the duties of President and Chief Executive Officer until February 16,
2004, at which time he was named Executive Vice President.
On February 16, 2004, the Company entered into an Employment Agreement
with Mr. John F. Van Engelen to serve as President and Chief Executive Officer
of the Company and its subsidiaries. The agreement is for an initial term of one
year. Subsequent to the expiration of the initial term, the agreement becomes an
at-will employment agreement. The agreement calls for a gross annual base salary
of $140,000. In addition, a performance bonus of not less than 20% of the gross
annual base salary will be paid at the end of any calendar year of employment
under the agreement if Mr. Van Engelen's performance is determined to be
satisfactory by the Board. The performance bonus will be paid either in cash or
shares of the Company Common Stock (with the number of shares determined on the
basis of the book value of the stock on the last day of the calendar year). The
agreement also includes an option to purchase 10,000 shares of the Company
Common Stock at the current book value for a period of 90 days from the
effective date of the agreement. In the event that there is a change in control
of the Company, whether during the initial term or during at-will employment,
Mr. Van Engelen may terminate his employment with the Company within a period of
60 days after the change in control becomes effective. In such event, Mr. Van
Engelen will receive a lump sum cash payment in the amount of $280,000 within 30
days of his last day of employment. In addition, if Mr. Van Engelen elects,
pursuant to applicable federal or state law, continuation coverage under the
Company's health, major medical or dental plans, the Company will pay for the
same portion or percentage of such coverage as it was paying prior to his
termination of employment, for the first 12 months of such period of
continuation coverage or such lesser period of time as he remains eligible for
and continues to purchase such continuation coverage.
COMPENSATION OF DIRECTORS
Each non-employee director is paid $750 per regular meeting attended
for the Company and its subsidiaries, $75 per telephonic meeting and $250 per
committee meeting.
AUDIT COMMITTEE REPORT
The Audit Committee, which consists of three non-employee directors of
the Company, presents this report for inclusion in the Proxy Statement. 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, and has discussed with the
Company's independent accountant such accountant's independence. The Audit
Committee has received the reports of the Chief Executive Officer and the Chief
Financial Officer relating to their evaluation of the Company's internal
controls. The Audit Committee, based on the review and discussions outlined
above, recommended to the Board 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 SEC. This report is provided by the following Directors who
constitute the Audit Committee: Gary Yager, John Montgomery and Thomas Fogt.
CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND EXECUTIVE OFFICERS
In the past the Company leased approximately 2,500 square feet of the
Company's home office building to Montgomery Communications on a month to month
basis. This lease was cancelable upon the lessor or lessee providing the other
party written notice 60 days prior to termination of the lease. Montgomery
Communications gave the Company written notice to cancel the lease effective
December 2003, at which time the lease was terminated. John Montgomery, a
Director of the Company, is the President of Montgomery Communications.
The Company's note payable was obtained through Western National Bank.
Gary Yager, a Director of the Company, is the Vice Chairman of Western National
Bank. The terms of the note payable were determined by competitive bid.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file initial
reports of ownership and reports of change in ownership with the SEC. Such
persons are required by SEC regulations to furnish the Company with copies of
all forms under Section 16(a). To the Company's knowledge, all filings were made
on a timely basis, other than by Mr. Thomas M. Fogt, who acquired 200 shares of
the Company Common Stock during 2003. Mr. Fogt did not file a Form 4 or Form 5
reporting such acquisition on a timely basis.
11
PROPOSAL 2 -- APPROVAL OF AUDITORS FOR THE COMPANY
The Board has selected and appointed BKD, LLP ("BKD") as the
independent auditors for the Company for the year 2004 (the current fiscal
year), and the shareholders are being asked to ratify such selection.
Kerber, Eck & Braeckel LLP ("KE&B") served as the Company's independent
auditors for the fiscal years ended December 31, 2003, 2002 and 2001. As
previously reported, the Company discharged KE&B as its independent accountants
on April 15, 2004. The reports of KE&B on the Company's financial statements for
the past two fiscal years contain no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principle. In connection with its audits for the two most recent fiscal years
and through April 15, 2004, the Company had no disagreements with KE&B on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of KE&B, would have caused KE&B to make reference thereto in the
report on the financial statements for such years. During the two most recent
fiscal years and through April 15, 2004, there have been no reportable events
(as defined in Regulation S-B, Item 304(a)(1)(iv)(B)).
As previously reported, the Company has requested that KE&B furnish it
with a letter addressed to the SEC stating whether or not it agrees with the
statements made above. A copy of such letter, dated April 19, 2004 was filed
with the SEC.
Also, as previously reported, the Board engaged BKD as its new
independent accountants as of April 15, 2004. During the two most recent fiscal
years and through April 15, 2004, the Company has not consulted with BKD
regarding either (i) the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the Company's financial statements and either written or global
advice was provided that BKD concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as the term is defined in Item 304(a)(1)(iv)(A) of Regulation S-B
and the related instructions to Item 304 of Regulation S-B, or a reportable
event, as that term is defined in Item 304(a)(1)(iv)(B) of Regulation S-B.
The Company's Audit Committee participated in and approved the decision
to change independent accountants.
In serving its primary function as outside auditors for the Company,
KE&B performed the following audit services: [i] examination of the annual
financial statements for the Company and its subsidiaries; and [ii] review of
the Company's Form 10-KSB and the Company's Form 10-QSB's filed with the SEC.
All audit related services were pre-approved by the Audit Committee,
which concluded that the provision of such services by KE&B was compatible with
the maintenance of that firm's independence in the conduct of its auditing
functions.
The following table represents fees for professional audit services
rendered by KE&B for the audit of the Company's annual financial statements and
review of the financial statements included in the Company's quarterly reports.
Years Ended December 31,
2003 2002
------- -------
Audit fees (1) $78,929 $45,058
Audit related fees (2) - -
Tax fees (3) - -
All other fees (4) - -
------- -------
$78,929 $45,058
======= =======
(1) Audit fees - Consists of fees billed for professional services
rendered for the audit of the Company's annual financial
statements and review of the interim financial statements
included in quarterly reports, and services that are normally
provided by KE&B in connection with statutory and regulatory
filings or engagements.
(2) Audit related fees - Consists of fees billed for assurance and
related services that are reasonably related to the
performance of the audit or review of financial statements and
are not reported under "Audit Fees." These services include
consultations concerning financial accounting and reporting
standards.
(3) Tax fees - Consists of fees billed for professional services
for federal and state tax compliance, tax advice and tax
planning.
12
(4) All other fees - Consists of fees for products and services
other than the services reported above.
It is anticipated that neither representatives of KE&B nor BKD, LLP
will attend the Annual Meeting.
THE AUDIT COMMITTEE AND THE BOARD OF DIRECTORS RECOMMEND THE SHAREHOLDERS VOTE
"FOR" THE RATIFICATION OF BKD, LLP AS INDEPENDENT AUDITORS.
OTHER MATTERS TO COME BEFORE THE MEETING
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 persons named in the signed and delivered Proxy
Card will vote the proxies on such matters in their discretion.
METHOD AND COST OF PROXY SOLICITATION
The Company will bear all costs related to the solicitation of proxies
pursuant to this Proxy Statement, including the preparation, printing and
mailing of proxy materials.
The Company requests that banks, brokers and other custodians, nominees
and fiduciaries forward proxy materials to the beneficial owners of the Company
Common Stock and obtain their voting instructions. The Company will reimburse
those firms for their expenses in accordance with SEC rules.
FORWARD LOOKING STATEMENTS
Statements made by the Company in this Proxy Statement that are not
strictly historical facts are "forward looking" statements that are based on
current expectations about the markets in which the Company does business and
assumptions made by management. Such statements should be considered as subject
to risks and uncertainties that exist in the Company's operations and business
environment and could render actual outcomes and results materially different
than predicted.
IMPORTANT
If your shares of the Company Common Stock are held in the name of a
brokerage firm, bank, nominee or their institution, only it can sign a Proxy
Card with respect to your shares and only upon specific instructions from you.
Please contact the person responsible for your account and give instructions for
a Proxy Card to be signed representing your shares of the Company Common Stock.
We urge you to confirm in writing your instructions to the person responsible
for your account and to provide a copy of such instructions to the Company at
the address indicated below so that the Company can attempt to ensure that your
instructions are followed.
If you have any questions about executing your proxy or require
assistance, please contact our Corporate offices at 785-267-7077.
ANNUAL REPORT TO SHAREHOLDERS
A 2003 Annual Report to Shareholders of the Company has been furnished
to the Company's shareholders along with this Proxy Statement. The Annual Report
is not to be regarded as proxy soliciting material or as a communication by
means of which any solicitation is to be made.
13
SHAREHOLDERS' PROXY STATEMENT PROPOSALS FOR 2005 MEETING
Proposals of Shareholders intended to be presented at the 2005 Annual
Meeting of Shareholders must be received by the Company at its principal office
in Topeka, Kansas, not later than January 11, 2005 for inclusion in the proxy
statement for that meeting.
AVAILABILITY OF REPORT ON FORM 10-KSB
THE COMPANY FILED ITS 2003 ANNUAL REPORT ON FORM 10-KSB WITH THE SEC ON
MARCH 29, 2004. A COPY OF THE REPORT MAY BE OBTAINED FROM THE COMPANY BY ANY
SHAREHOLDER WITHOUT CHARGE. REQUESTS FOR A COPY OF THE REPORT SHOULD BE SENT TO
HARLAND E. PRIDDLE, SECRETARY, FIRST AMERICAN CAPITAL CORPORATION, 1303 SW FIRST
AMERICAN PLACE, TOPEKA, KS 66604.
BY ORDER OF THE BOARD OF DIRECTORS
FIRST AMERICAN CAPITAL CORPORATION
/s/ HARLAND E. PRIDDLE
Secretary
Dated: May 7, 2004
14
APPENDIX A
FIRST AMERICAN CAPITAL CORPORATION
AUDIT COMMITTEE CHARTER
PURPOSE AND AUTHORITY. The Audit Committee fulfills the Board's
oversight responsibilities related to the company's internal controls, financial
reporting and audit functions.
DUTIES. The Audit Committee has a variety of functions as follows:
- Assess the Independent Auditor. The Audit Committee will
select, determine the compensation and monitor the performance
of and, if appropriate, replace the outside auditor. These
responsibilities will include discussing the outside auditor's
independence, including objectivity and lack of bias in fact
and in appearance. Additionally, the Audit Committee will
pre-approve all audit and any nonaudit services (including tax
services) that SEC regulations permit the independent auditor
to provide.
- Review Financial Statements. The Audit Committee will review
annual and quarterly financial statements and financial
disclosure and discuss them with management and the outside
auditor. The Audit Committee will discuss:
- The company's critical accounting principles and
policies and how the company describes them in the
MD&A section of its periodic reports;
- Management judgments and accounting estimates;
- Alternative GAAP treatments that the outside auditor
has discussed with management;
- Off-balance sheet structures; and
- Material communications between the auditor and
management, including management letters or
disagreements between management and the auditor.
- Internal Controls and Disclosure Practices. The Audit
Committee has oversight responsibility for internal controls
and financial disclosure practices. The Audit Committee will
also review management's and the outside auditor's reports
about the company's internal controls. The Audit Committee
will meet with management to evaluate the effectiveness of the
company's internal control over financial reporting and
disclosure controls and procedures. The Audit Committee should
understand the basis for the certifications of the company's
CEO and CFO included in periodic reports filed with the SEC.
- Whistleblower. The Audit Committee will also establish
complaint review and whistleblower procedures for:
- Receiving, retaining and treating internal
and external complaints about accounting,
internal accounting controls or auditing
matters; and Confidential, anonymous
submission by employees of accounting or
auditing concerns.
- Annual Report and Self Evaluation. On an annual basis, the
Audit Committee will self evaluate its ability to perform its
duties and prepare a report for inclusion in the Company's
proxy statement.
- Code of Ethics Compliance. The Audit Committee will coordinate
with the Board's Executive Committee to monitor compliance
with the company's Code of Ethics for Executive Management and
the Board of Directors.
COMPOSITION. All members of the Audit Committee must be independent and
financially literate. Audit Committee members must be able to read and
understand fundamental financial statements, including balance sheets and income
and cash flow statements. At least one Committee member should qualify as an
"audit committee financial expert", as defined by the SEC.
INDEPENDENCE. Audit Committee members must meet two independence
standards as follows:
- No Compensation Other Than for Board Service. Audit
Committee members may not accept consulting, advisory
or other compensation from the company or an
affiliate of the company, except in the director's
role as a member of the Board or a Board Committee.
This prohibits such indirect payments as payments to
spouses or other close family members, or payments to
an accounting, consulting, legal, investment banking
or financial advisor affiliated with the director.
- No "Affiliate" or "Affiliated Person." Audit
Committee members may not be "affiliates" or
"affiliated persons" of the company. An "affiliate"
is any person that directly or indirectly controls or
is controlled by or in common control with the
company.
REPORTS: The Board will review and evaluate this Audit Committee Charter at
least annually and at such other times as situations dictate and are necessary.
Harland E. Priddle
CHAIRMAN
Approved by the Board of Directors on ________________________
Harland E. Priddle, Secretary
2
PROXY
FIRST AMERICAN CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
JUNE 7, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harland E. Priddle and Gary E. Yager,
jointly and individually, as proxies (the "Proxies"), with full power of
substitution and hereby authorizes them to represent and to vote, as designated
below, all of the shares of the Company Common Stock of First American Capital
Corporation which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders to be held on June 7, 2004 or any
adjournment or postponement thereof.
(1) ELECTION OF DIRECTORS (see proxy statement for instructions)
___ FOR all nominees listed below ___ WITHHOLD AUTHORITY
to vote for all
nominees listed
below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
Paul E. Burke, Jr. Edward C. Carter Thomas M. Fogt
Kenneth L. Frahm Stephen J. Irsik, Jr. John G. Montgomery
Harland E. Priddle John F. Van Engelen Gary E. Yager
(2) Approval of BKD, LLP as independent auditors for 2004.
___ FOR ___ AGAINST ___ ABSTAIN
(3) In their discretion, the Proxies are authorized to vote upon
such business as may properly come before the meeting or any
adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDERS.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 2 AND 3, AND
FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS
Dated: _____________________________________
Signature: _________________________________
Signature if held jointly: _________________
(Please sign exactly using the name(s) in
which the stock is titled. When stock is
registered jointly, all owners must sign.
When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by the
President or other authorized officer. If a
partnership, please sign in partnership name
by an authorized person.)
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