Otter Creek Management Inc.
400 Royal Palm Way #212
Palm Beach, FL 33480
(561) 832-4110
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SHAREHOLDER ALERT: IT IS NOT TOO LATE TO VOTE!
IF YOU HAVE ALREADY VOTED USING MANAGEMENT'S WHITE PROXY
CARD, YOU CAN CHANGE YOUR VOTE BY MAILING THE GOLD OTTER
PROXY CARD TODAY
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July 9, 2003
Dear Fellow Financial Industries Corporation Shareholder:
As you may know, we at Otter Creek Management Inc. are seeking your support in
electing seven new directors to the board of Financial Industries Corporation
(FIC) at this year's July 31st annual meeting. We are asking you to vote for our
nominees using Otter Creek's GOLD proxy card, and to discard any white card sent
to you by FIC management.
Do not be Misled by management's rhetoric.
You have a choice.
Please Vote your GOLD proxy card.
In its July 7th letter to shareholders, present management, opposing the
election of truly independent new directors to the FIC board, has tried to paint
Otter Creek as "opportunistic raiders." Nothing could be further from the truth.
The facts are that with a respectable long-term investor base and low
portfolio-turnover, Otter Creek has one and only one objective: creating value
for shareholders. We are committing significant time, resources, and our own
money to the election of a new majority of vigorous, independent directors at
FIC because we believe a carefully selected board of qualified, independent
directors presents the greatest opportunity to grow FIC's value going forward.
THE INCUMBENTS OFFER
A FLAWED MANAGEMENT TEAM...
WITH A FLAWED ACQUISITION STRATEGY
You may recall that when the incumbent board completed what we consider to have
been its shamefully short "exhaustive" exploration of strategic alternatives
earlier this year, it concluded that pursuit of management's new business
strategy would be "more advantageous than exploring a sale" or alternative
transaction. The present board trumpets the "sound and respected management
team" it has recently hired, and asks shareholders to wait for management's plan
to yield results.
But who is this management team, and what is this much-ballyhooed strategy? As
it turns out, the new management team is centered around the hiring of William
P. Tedrow as president of FIC Financial Services, a newly formed subsidiary of
FIC that will operate in the secondary education financial services market
niche. And a focal point of the new strategy was revealed when, in one of his
first actions as an executive of FIC, Tedrow entered into a new marketing
partnership with Equita Financial and Insurance Services. Equita is a company
controlled by a former Tedrow associate, one Robert Myer, also a longtime
provider of financial products and services to the secondary education market.
FRAUDULENT MARKETING AND ALLEGED RICO VIOLATIONS...
In a June 6th press release, the incumbent board and management devoted
considerable lip service to the supposed merits of the Equita deal, gloating,
for instance, that FIC is "now positioned to become an industry leader" in its
new market. For all of the effort being expended touting the merits of the deal,
however, some important facts about Equita and about Messrs. Tedrow and Myer
have not been disclosed to FIC shareholders and the public.
For instance, shareholders might be interested to know that the General Counsel
for the State Teachers Retirement System of Ohio recently won a permanent
injunction against Equita and several of its officers, prohibiting Equita and
its affiliates from engaging in certain deceptive marketing practices in that
state. About Equita and its principals, the General Counsel noted "...these
operators have slithered through the cracks between state insurance and consumer
protection laws..." The General Counsel further indicated that "We have also
recently supplied information to an investigator with the Texas Department of
Insurance. We will most likely be discussing federal mail fraud or RICO charges
through FBI offices here in Ohio." (The text of a release by the General Counsel
pertaining to these events can be found at the website of Martin, Drought &
Torres Incorporated, in a description of improper or illegal marketing
arrangements and sales practices. The Internet link can be accessed at:
http://66.90.130.23/mdandt/403b_news/ articles/deceptive_marketing_of.htm)
LEAD TO CLASS ACTION LAWSUITS AND $10 MILLION SETTLEMENTS
Moreover, Equita is not the only one of FIC's new partners with a tainted
history. FIC's Tedrow-run subsidiary was formed through the recent acquisition
of three Texas companies involved in the secondary education financial services
market. One of these entities, Total Compensation Group Consulting, Inc.
("TCG"), is headed by Mike Cochran and John Pesce, long-time associates of Mr.
Myer. FIC's June 6th press release touted the "proven track record" of TCG and
its employees. Upon scrutiny, however, this track record may give shareholders
pause.
In 1998, Mr. Myer sold companies under his control to Americo Insurance Co. in a
transaction that bears an eerie resemblance to the one just completed with FIC.
Messrs. Cochran, Pesce and Tedrow were all employees of the Myer entities at
that time. Only ten months after the sale, a group of Texas teachers filed a
class-action lawsuit against the
former Myer-controlled companies, alleging that they were victims of fraudulent
marketing practices. In 2002, Americo was forced to settle the suit to the tune
of $10 million.
Although Americo ultimately picked up the tab for the settlement, it was the
opinion of the teachers' counsel that Messrs. Myer, Cochran and Pesce figured
prominently in the allegedly fraudulent conduct at those companies. According to
the teachers' attorney, much of the conduct that was the subject of the lawsuit
occurred while Myer ran the businesses, and Pesce and Cochran "were definitely
in the thick of" the fraudulent activity. (See "Schools skimmed on homework on
benefit consultants," Fort Worth Star-Telegram, November 10, 2002. A copy of
this article will be filed as an attachment to our proxy filing on the
Securities and Exchange Commission's EDGAR site).
This background material would seem to be useful information for shareholders to
know about FIC's new acquisitions and its new marketing partner. To date,
however, the facts described above have not made their way into any of
management's press releases or proxy disclosures. We believe that this
information is of vital importance to shareholders seeking to evaluate the
performance of the incumbent board and management.
WHAT DID THE BOARD KNOW, AND WHEN DID IT KNOW IT?
All of this begs the obvious question: how could any responsible board have
signed off on such high-risk, questionable actions by management? And it
suggests an equally obvious answer: a responsible board never would have!
We at Otter Creek were able to discover the facts described above with a minimum
of effort. A simple Yahoo! search turned up news of the Ohio State Teachers
Retirement System action against Equita, and the Texas lawsuit against the Myer
companies was explored in all of its sordid detail in a Nov. 10, 2002
investigative piece in the Fort-Worth Star Telegram.
The FIC board says that it conducted an "exhaustive study" before concluding
that continuing management's strategic plan was preferable to exploring a sale.
But shareholders are entitled to ask exactly what was exhaustive about the
board's review. Did the board "study" the track record of Equita and TCG's
principals? Did it devote "exhaustive" consideration to the question of whether
FIC's shareholders would be well served paying out $10 million, or $20 million,
or more to settle fraud claims brought by TCG and Equita customers in the
future? Is the FIC board, like management, truly "excited by the business
prospects these three acquisitions bring to our company?"
Either the board knew of the sordid track record of Myer and his colleagues and
chose to overlook it - in which case it is guilty of Enron and WorldCom-scale
passivity and indifference to shareholder interests - or else it did not know
and did not bother to learn facts that we discovered with a five-minute Internet
search! Which is worse? We aren't sure, but either way, in our opinion the
current board has proven itself thoroughly unfit to remain in office.
VOTE FOR CHANGE - VOTE FOR ACCOUNTABILITY
VOTE FOR THE OTTER CREEK NOMINEES
In our view, the incumbent directors have shown themselves to be lacking in
vigilance, lacking in judgment, and lacking in independence from management.
This is why the election of new directors who can bring these attributes to the
board - who will aggressively and skeptically scrutinize management's plans and
soberly consider the implications for FIC and its shareholders - is essential to
the continued health of your investment. We urge you to vote the GOLD card and
elect our nominees to the board.
Thank you for your support.
Otter Creek Management Inc.
R. Keith Long, President
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Please note: It is not too late to vote for the Otter Creek nominees, even if
you have already sent in management's white card. Only your latest dated card
counts. To vote for the Otter Creek nominees, please vote the enclosed GOLD card
today.
For questions and assistance in voting your shares, please call Mellon Investor
Services, which is assisting us in this solicitation, at 1-877-OTTRCRE
(1-877-688-7273).
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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.