Otter Creek Management Inc.
400 Royal Palm Way #212
Palm Beach, FL 33480
(561) 832-4110
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REMINDER - YOUR VOTE IS IMPORTANT!
FIC'S JULY 31st ANNUAL MEETING OF SHAREHOLDERS
IS RAPIDLY APPROACHING!
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Dear Fellow Financial Industries Corporation (FIC) Shareholder:
At this year's annual meeting of FIC shareholders, you have a choice. Between
the old, incumbent directors on the one hand, and new blood on the other. Don't
let this opportunity to improve FIC slip by!
Otter Creek Management Inc., an FIC shareholder that shares your interest in
enhancing the long-term value of FIC, is asking for your support in the election
of seven new independent directors to FIC's ten-member board. Our nominees were
carefully selected based on their experience, expertise in the insurance
industry, and track record of exercising strong, independent judgment.
WE WANT ACCOUNTABILITY
All of our nominees are independent of FIC's management, and with the exception
of Keith Long, Otter Creek's president, they are all independent of Otter Creek.
We have selected these individuals precisely because we know that they are
people of good judgment and strong consciences who are committed to act only in
the best interests of shareholders. Otter Creek's interest in this proxy contest
is to do what is best for the future of FIC, and we firmly believe that our
nominees give FIC its best chance for future success. We believe you deserve
directors that are accountable to shareholders and that our nominees will
deliver that accountability.
THE INCUMBENTS HAVE HAD THEIR CHANCE
As you know by now, the incumbent board's record is not a pretty one. Under the
watch of the current board, and according to a report of a special committee of
the board, FIC's former CEO, Roy Mitte, misappropriated more than $1.5 million
of FIC funds - YOUR money. Even worse, we believe that the board became an
accomplice to Mr. Mitte's actions when, as it became clear earlier this year
that we or others might mount a campaign to replace some of the directors, the
board agreed to let Mr. Mitte KEEP your money and promised to pay him $3 million
more in settlement of claims - again using YOUR money - in return for the right
to vote his stock to maintain themselves in office!
Moreover, we believe that the board stood idly by as management allied FIC with
entities and persons that have no place being part of or doing business with
your company.
Management has entered into arrangements with entities whose senior managers
have previously been associated with one Robert Myer. In 1999, several companies
Myer had just sold were sued for alleged deceptive marketing practices that
occurred under his watch, ultimately resulting in the payout of a $10 million
settlement to the plaintiffs. And management simultaneously announced a new
"marketing partnership" with another entity, Equita Financial and Insurance
Services, for whom Myer has served as a director and that was enjoined from
conducting deceptive marketing practices in Ohio. We believe that the board's
approval of these transactions speaks volumes about its ability to protect FIC
shareholders.
Management's defense is that it has put into place policies and procedures
specifically designed to prevent these deceptive practices and to protect itself
in its relationship with Equita. We question, however, why management put FIC in
a position to even have to rely on these procedures.
Neither the history of Equita nor of the new company employees who are
associated with the new marketing arrangements was, to our knowledge, ever
disclosed to shareholders. These transactions allowed management to issue new
stock into "friendly" hands and were part of an arrangement whereby
Myer-affiliated entities bought some of Mitte's stock but agreed to let
management continue to vote these shares in favor of the incumbent board!
DELAYS AND DISREGARD FOR SHAREHOLDER RIGHTS
Moreover, in our view, the board and management have shown a blatant disregard
for corporate democracy and have attempted to avoid being held accountable for
their actions. Management delayed holding FIC's annual meeting and allowing
shareholders to vote until we had actually sued the company to compel it to hold
a meeting. And now that it is finally holding the meeting, management is
attempting to vote the Mitte shares (having essentially purchased the right to
vote the shares with your money) in favor of the incumbent members of FIC's
board.
FIC's "NEW" BOARD -- MORE OF THE SAME?
FIC claims that you should elect management's nominees because five of its ten
nominees were not on the board at this time last year. Look at who still is on
the board, though:
o A twelve-year director and one of the two-member Compensation Committee
that awarded former CEO Mitte bonuses of $2.5 million on an annual basis
in 2001 and 2002 - even as Mitte was engaging in questionable conduct.
o A retired tugboat operator who is the other member of the old Compensation
Committee.
o A dentist who does not own a single share of FIC stock.
In addition, three of the five new directors are individuals who have been
intimately involved in the company's recent new marketing transactions,
affiliations that do not inspire trust. Are these the kind of independent
directors that FIC needs?
WHY WE ARE HERE
We began this campaign several months ago because we believed that the company's
performance over the last three years - with declining gross statutory insurance
premiums and decreasing earnings per share - was cause for concern, and the
board and management appeared to have no solutions. When the board gave what we
regard as short shrift to the possibility of exploring a sale of FIC, our
conviction grew stronger - how can a board that takes seriously its
responsibility to shareholders not at least explore legitimate expressions of
interest? And our skepticism, sadly, was confirmed with the restatement of
management's previously overstated results in March 2003, and redoubled when we
learned of the new marketing and Equita transactions and the settlement
agreement with Roy Mitte this June.
Our nominees, if elected, will work diligently to reverse what we consider the
errors of the incumbent board and management and maximize the value of
shareholders' investment. We expect a top priority of the new board will be to
attempt both to disentangle the company from its ill-advised relationship with
Equita and to expeditiously shut down operations associated with the
Myer-affiliated entities. Our nominees will also support voting the shares
subject to the Mitte proxy proportionately with all other votes cast in all
future director elections for which the proxy remains in effect.
Finally, our nominees will thoroughly consider any expressions of interest in
FIC from legitimate potential buyers. That said, we believe that the company can
continue to operate for the benefit of shareholders for the foreseeable future
and it is not our intention to hold a "fire sale" of FIC. After joining the
board, our nominees intend to conduct a thorough review of the company's
operations to determine how best to maximize value for shareholders. We expect
that the board will devote particular attention to improving the company's
insurance carrier rating.
VOTE FOR CHANGE - VOTE FOR ACCOUNTABILITY
VOTE FOR THE OTTER CREEK NOMINEES
We believe that our slate of new directors, if elected, will substantially
improve FIC's board. The addition of qualified new directors who will
aggressively protect shareholder welfare and thoroughly evaluate the company's
strategic options 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.
By: /s/ R. Keith Long
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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-OTTR-CRE
(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 Investor 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.