Otter Creek Management Inc.
400 Royal Palm Way #212
Palm Beach, FL 33480
(561) 832-4110
June 27, 2003
Dear Fellow Financial Industries Corporation Shareholder:
Enclosed with this letter is Otter Creek Management Inc.'s proxy
statement proposing the election of seven new, independent nominees for election
to the FIC board of directors. If elected, Otter Creek's nominees would replace
seven members of the current board of directors.
We are deeply concerned with the record of the incumbent board and
management during recent months and years. Because we believe that the current
board and management have entrenched themselves and are not sufficiently in tune
with shareholder interests, we are seeking to replace a majority of the
directors with a slate of highly-qualified, independent nominees who will
aggressively pursue a program to benefit all FIC shareholders.
VOTE FOR A BOARD THAT WILL DEMAND PERFORMANCE
Over the last three completed fiscal years, FIC's board has presided
over a 12.2 percent decline in gross statutory insurance premiums, one of FIC's
primary sources of revenue, and earnings per share have steadily declined,
culminating in a $0.53 loss per share in 2002, or an aggregate loss of
$5,087,000 for the year (before the cumulative effect of a change in accounting
principle, which change accounted for $10,429,000 in net income).
Inexplicably, during the same period, the FIC board has approved
increases to the compensation paid to FIC's top four executive officers of over
ten percent, for a total of over $3.8 million in 2002. We do not believe this
performance reflects sufficient concern for shareholder welfare on the part of
the board. Our nominees, if elected, will hold FIC management to strict
performance targets and will ensure that management's compensation is truly "pay
for performance."
You should note this is the same period for which the current board
was forced to restate the financial statements to reflect dramatic decreases in
earnings per share from that originally claimed by FIC's management.
VOTE FOR A BOARD THAT WILL CONSIDER ALL STRATEGIC
ALTERNATIVES
In December 2002, a third-party approached FIC expressing interest
in acquiring FIC for as much as $18 per share. Instead of adequately exploring
this
expression of interest, however, the board summarily decided that the company
was not for sale.
Following a negative reaction from several large shareholders and a
delay of over a month and a half after the expression of interest was received
and ignored, FIC hired Salomon Smith Barney to "evaluate" this expression of
interest as well as other strategic alternatives in January 2003. Barely one
month later, FIC announced that after an "exhaustive" review by the board, FIC
was not for sale. We have doubts about this process and its results.
The Otter Creek nominees, if elected, intend to explore all of
available strategic alternatives, including the potential sale of FIC.
VOTE FOR A BOARD THAT RESPECTS SHAREHOLDER RIGHTS
In May of this year, FIC announced that it had reached a settlement
agreement with Roy Mitte, ex-CEO of FIC, pursuant to which Mr. Mitte gave FIC
the right to vote all of the stock he controls, at the time representing over 16
percent of the shares outstanding. Shareholders will recall that Mr. Mitte was
fired by FIC in October 2002, after a Special Committee of the board concluded
that Mr. Mitte had used over $1.5 million of FIC funds for personal expenses and
unauthorized transfers to his personal foundation. FIC's own preliminary proxy,
filed with the U.S. Securities and Exchange Commission on April 18, 2003, lauded
the "courageous action of your current management and independent Board members
to remove Mr. Mitte from his position as Chairman and Chief Executive Officer
once they discovered his alleged misappropriation of corporate funds and to seek
reimbursement for the company."
By this May, however, as the incumbent board was facing separate
challenges to its tight grip on FIC from both Mr. Mitte and Otter Creek, the
directors apparently lost their courage. FIC then waived its claim to recover
the $1.5 million of shareholder money that it previously alleged Mr. Mitte to
have misappropriated, and in addition agreed to pay Mr. Mitte $3 million in
severance. In return, FIC acquired the right to vote all of Mr. Mitte's shares
in favor of management's nominees to the board at this year's board election.
We regard this agreement as nothing less than outright vote buying.
Management has agreed to spend $4.5 million of shareholders' money to buy
support for its nominees and disenfranchise public shareholders. Consistent with
this disregard for shareholders' rights, management violated the company's
bylaws and state law by delaying the annual meeting until it could first lock-up
Mitte's votes. In fact, management only set a meeting date after we sued to
force them to finally hold an annual meeting.
RETURN POWER TO SHAREHOLDERS
DON'T LEAVE CONTROL OF THE COMPANY IN THE HANDS OF
ENTRENCHED MANAGEMENT
The Otter Creek nominees have been selected based on their
integrity, expertise, and strong, independent judgment. We and our nominees are
committed to promoting business objectives, goals and values that are in the
best interest of all the Company's shareholders.
We strongly recommend that you elect the Otter Creek nominees, and
urge you to vote FOR the Otter Creek nominees by signing, dating and returning
the enclosed GOLD proxy card. We urge you not to sign any white proxy card that
may be sent to you by incumbent management. If you have previously returned a
white proxy card, you can automatically revoke it by signing, dating and
returning the enclosed GOLD proxy card.
For more information, please call our proxy solicitors, Mellon
Investor Services, toll-free at 1-877-688-7273. Thank you for your continued
support.
Sincerely,
Keith Long
President, Otter Creek Management, Inc.
On June 27, 2003, Otter Creek filed with the Securities and Exchange
Commission a definitive proxy statement relating to its solicitation of proxies
with respect to the 2003 FIC annual meeting of shareholders. Otter Creek has
furnished the definitive proxy statement to FIC's shareholders and may file
other proxy solicitation materials. Investors and security holders are urged to
read the proxy statement and any other proxy solicitation materials when they
become available as they contain important information. Investors and security
holders may obtain a free copy of the definitive proxy statement and other
documents filed by Otter Creek with the Commission at the Commission's web site
at http://www.sec.gov. In addition, you may obtain a free copy of the definitive
proxy statement by contacting Mellon Investors Services toll free at
1-877-688-7273 (banks and brokers call collect at 1-917-320-6211). Detailed
information regarding the names, affiliations and interests of individuals who
may be deemed participants in the solicitation of proxies of FIC shareholders is
available in the proxy statement and Otter Creek's DEFC14A filed with the
Commission on June 27, 2003. Some of the statements contained in this document,
including future actions by Otter Creek nominees, may constitute
"forward-looking statements," which for this purpose includes all statements
that are not of historical fact. These statements involve risks and
uncertainties, including the number of Otter Creek nominees elected and their
ability to influence the board of directors. The actual future results could
differ materially from those anticipated by these forward-looking statements.