UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
FIRSTPLUS FINANCIAL GROUP, INC.
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(Name of Registrant as Specified in its Charter)
JAMES T. CAPRETZ, ROBERT D. DAVIS, GEORGE R. EBERTING
RUPEN GULENYAN, JAMES P. HANSON, DANFORD L. MARTIN
(The FPFX SHAREHOLDER VALUE COMMITTEE)
--------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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:
As filed with SEC on July 27, 2005
THE FPFX SHAREHOLDER VALUE COMMITTEE
7 Egret Lane, Aliso Viejo, CA 92656, 800-688-7757
August 10, 2005
Dear Fellow FIRSTPLUS Financial Group, Inc Stockholder:
The current Board of Director's of FIRSTPLUS Financial Group, Inc. (the
"Company") has failed to file required SEC audited financial reports, and has
failed to hold Shareholder meetings during the last 7 years. The undersigned
stockholders have formed the FPFX Shareholder Value Committee (the "Committee")
to nominate an opposing slate of Director Candidates. The Committee consists of
fellow Shareholders James T. Capretz, Robert D. Davis, George R. Eberting, Rupen
Gulenyan, James P. Hanson, and Danford L. Martin.
Given the track record of the Company's management and the Board of
Directors over the last seven years, the Committee believes that it is
imperative to replace the present Board of Directors, to ensure salvage of the
substantial value we believe still remains, and return that value to the current
shareholders, who are the owners of the Company!
You are cordially invited to attend the 2005 Special Meeting of
stockholders of the "Company" to be held at voting ---address not yet
confirmed---, Reno NV 89520, on Thursday, September 1, 2005 at 10:00 a.m.,
Pacific Daylight Time.
The Committee is soliciting proxies from Company Shareholders to be
voted in favor of four (4) director nominees, nominated by the Committee. The
Nominees are: (1) Danford L. Martin; (2) James T. Capretz; (3) James P. Hanson,
(4) Robert D. Davis.
Enclosed is a proxy statement describing the business to be transacted
at the meeting, and a proxy card for use in voting at the meeting. Please take
this opportunity to participate in the affairs of the Company by voting on the
business to come before this meeting. WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY
CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT YOUR SHARES MAY BE
REPRESENTED AT THE MEETING. Returning the proxy card does not deprive you of
your right to attend the meeting and to vote your shares in person.
We look forward to seeing you at the meeting,
Sincerely,
Danford L. Martin
FPFX Shareholder Value Committee
member, and Director Nominee
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PROXY STATEMENT
FPFX SHAREHOLDER VALUE COMMITTEE
FOR SPECIAL MEETING OF STOCKHOLDERS TO ELECT DIRECTORS OF
FIRSTPLUS FINANCIAL GROUP, INC.
To Our Fellow FIRSTPLUS Financial Group, Inc. Stockholders:
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This Proxy Statement and the accompanying proxy card are being
furnished to stockholders ("Stockholders") of Firstplus Financial Group, Inc.
(the "Company") in connection with the solicitation of proxies by the FPFX
Shareholder Value Committee (the "Committee). The Committee consists of your
fellow Stockholders James T. Capretz, Robert D. Davis, George R. Eberting, Rupen
Gulenyan, James P. Hanson, and Danford L. Martin.
As a result of the efforts from fellow Stockholders, the Second
Judicial District Court of the State of Nevada has called a Special Meeting of
Stockholders of FIRSTPLUS (the "Special Meeting"). At the Special Meeting, the
Committee will seek to elect to the Board of Directors of FIRSTPLUS (the
"Board") a slate of four (4) nominees, comprised of James T. Capretz, Robert D.
Davis, James P. Hanson, and Danford L. Martin. Each of the nominees (each a
"Nominee" and, collectively, the "Nominees") has consented, if elected, to serve
as a director of the Company and to being named in this Proxy Statement and in
the Committee's other soliciting materials as a Nominee.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR
OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR BEHALF
THE PROXY CARD AS SOON AS POSSIBLE.
Important
The election of the Nominees requires the affirmative vote of a
plurality of the votes cast by Stockholders present in person or represented by
proxy, assuming a quorum is present or otherwise represented at the Special
Meeting. As a result, your vote is extremely important in deciding the future of
FIRSTPLUS. We urge you to mark, sign, date and return the enclosed proxy card to
vote FOR the election of James T. Capretz, Robert D. Davis, James P. Hanson, and
Danford L. Martin.
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY FIRSTPLUS. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED BY DELIVERING A
LATER-DATED PROXY CARD, OR BY VOTING IN PERSON AT THE SPECIAL MEETING, OR BY
DELIVERING TO FIRSTPLUS (ATTENTION: JACK DRAPER, 5100 N. O'CONNOR BLVD., 6th
FLOOR, IRVING, TX 75039) WRITTEN NOTICE STATING THAT THE PROXY IS REVOKED. SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.
If you have any questions about giving your proxy or require assistance, please
call: Danford Martin at 800-688-7767.
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INFORMATION CONCERNING SOLICITATION AND VOTING
General
The accompanying proxy is solicited on behalf of the FPFX Shareholder
Value Committee (the "Committee"), to be voted at the Special Meeting of
Stockholders (the "Special Meeting") of FIRSTPLUS Financial Group, Inc. (the
"Company") to be held on Thursday, September 1, 2005 at 10:00 a.m., Pacific
Daylight Time (or at any adjournment or postponement thereof) for the purpose of
electing Directors to the Company Board of Directors (the "Board"). The Special
Meeting will be held at ---voting address not yet confirmed---- , Reno NV 89520.
FIRSTPLUS'office is located at, and the mailing address is 5100 N.
O'Connor Blvd, 6th Floor, Irving, TX 75039. The Committee's office is located
at, and the mailing address is 7 Egret Lane, Aliso Viejo, CA 92656.
These proxy solicitation materials were mailed on or about August 10,
2005 to all stockholders entitled to vote at the Special Meeting.
Record Date and Voting Securities
Only stockholders of record at the close of business on July 28, 2005
(the "Record Date") are entitled to notice of, and to vote at, the Special
Meeting. Based on publicly available information, we believe that the only
outstanding class of securities of the Company entitled to vote at the Special
Meeting is shares of the Company's Common Stock (the "Common Stock"). According
to the transfer agent for the Company, the total number of voting Common Stock
issued and outstanding on the Record Date is 45,340,090 shares.
Revocability of Proxies
Any stockholder of the Company giving a proxy has the unconditional
right to revoke his proxy at any time prior to the voting thereof either in
person at the Special Meeting by delivering a duly executed proxy bearing a
later date or by giving written notice of revocation to the Company addressed to
Jack Draper, President/CEO - FIRSTPLUS Financial Group, Inc., 5100 N. O'Connor
Blvd, 6th Floor, Irving, TX 75039; no such revocation shall be effective,
however, until such notice of revocation has been received by the Company at or
prior to the Special Meeting. The mere presence at the Special Meeting of a
stockholder who has appointed a proxy will not revoke the prior appointment.
Although a revocation is effective if delivered to FIRSTPLUS, the Committee
requests that either the original or photo-copies of all revocations be mailed
to the Committee in care of Danford L. Martin, 7 Egret Lane, Aliso Viejo, CA
92656, so that the Committee will be aware of all revocations and can more
accurately determine if and when proxies have been received from the holders of
record on the Record Date of a majority of the outstanding Shares.
Voting and Solicitation
Each stockholder is entitled to one vote for each share of Common Stock
held on all matters to be acted upon at the meeting. Holders of Non-Voting
Common Stock shall not be entitled to voting rights, unless otherwise required
by applicable law. Neither the Company's Amended and Restated Articles of
Incorporation, as amended, nor its Amended and Restated Bylaws, as amended,
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allow for cumulative voting rights. The Company's Amended and Restated Articles
of Incorporation specifically prohibit cumulative voting in an election of
directors or for any other matter(s) to be voted upon by the stockholders of the
Company. The presence, in person or by proxy, of the holders of a majority of
the issued and outstanding Common Stock entitled to vote at the meeting is
necessary to constitute a quorum to transact business, except as otherwise
provided by statute or by the Company's Amended and Restated Articles of
Incorporation. If a quorum is not present or represented at the Special Meeting,
the stockholder entitled to vote thereat, present in person or represented by
proxy, may adjourn the Special Meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present or represented.
Assuming the presence of a quorum, the affirmative vote of the holders of a
plurality of the shares of Common Stock voting at the meeting is required for
the election of directors.
The solicitation of proxies pursuant to this Proxy Statement is being
made by the Committee. Proxies may be solicited by mail, facsimile, telephone,
telegraph, e-mail, in person, or via the internet through web sites and
references thereof. Committee members may solicit proxies from individuals,
brokers, banks, bank nominees and other institutional holders.
The cost of preparing, printing, assembling, and mailing this Proxy
Statement, and the enclosed proxy card, as well as the cost of forwarding
solicitation materials to the beneficial owners of shares of the Common Stock,
and other costs of solicitation, are to be borne by the Committee. The Committee
intends to seek reimbursement of the costs of this solicitation from the Company
only to the extent permitted by law. The Committee does not intend to seek
shareholder approval of such reimbursement unless such approval is required by
law. Costs of this solicitation of proxies are currently estimated to be
approximately $50,000 to $100,000. Total expenditures to date are none.
Quorum; Abstentions; Broker Non-Votes
An automated system administered by the Company's transfer agent
tabulates the votes. Pursuant to the Company bylaws, the presence in person or
by proxy of a majority of the voting power of shares entitled to vote at the
Special Meeting will constitute a quorum for the transaction of business.
Pursuant to the provisions of the Nevada General Corporation Law, as amended,
provide that abstentions and broker non-votes will be counted for purposes of
determining a quorum, but shall not be counted as voting for purposes of
determining whether a proposal has received the necessary number of votes for
approval of the proposal. An item of business will be approved if it receives
the affirmative vote of the holders of a majority of the shares present and
entitled to vote on that item of business.
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REASONS FOR SOLICITATION
Following are reasons the Committee is soliciting proxies from Company
Shareholders to be voted in favor of four (4) director nominees, (1) Danford L.
Martin, (2) James T. Capretz, (3) James P. Hanson, and (4) Robert D. Davis who
are nominated for an opposing slate to Company nominated Directors:
o The Company Board has failed to hold an annual meeting or election of
directors since March 1998.
o The Company Board has also failed to provide audited financial
statements to the shareholders for over seven (7) years.
o Because of the above, a group of fellow shareholders petitioned with
the Second Judicial District Court of the State of Nevada to call for
a Special Meeting of Stockholders of the Company. As a result of this,
the Court ORDERED the Company to hold a Special Election of directors
in Reno, Nevada (where the Court is located) on September 1, 2005.
o Only two of the current Board members were ever elected (in March
1998). The other Board members (one of whom is Chairman of the Board)
have merely been appointed, serving many years without ever being
elected.
o The Company has failed to file federal income tax returns for the
years 2002, 2003, and 2004.
o The Company repeatedly made negative statements in press releases and
8-K filings such as: "At this time it is unlikely that FirstPlus
Financial Group, Inc. will reconstitute any of its previous business
plans such as originating mortgage loans, servicing mortgage loan
portfolios, or investing in mortgage loan portfolios and Interest Only
Strips. Additionally, there are no current plans to relist FirstPlus
Financial Group, Inc.'s common stock with any major stock exchange."
o Despite the Company's repeated promises, it has failed to restate its
financial statements for the three-year period ended September 30,
1997, and has failed to obtain audited financial statements for any
period following September 30, 1997.
o The engagement letter for the Company's current auditor merely
provides for the auditor to audit the Company's balance sheet as of
December 31, 2004 and the related statements of operations,
stockholders' equity, and cash flows for the periods ended December
31, 2003 and 2004. This leaves a black hole from October 1, 1994
through December 31, 2002.
o Given the track record of the Company's management and the Board of
Directors over the last seven years, the Committee believes that it is
imperative to replace the present Board of Directors, to ensure
salvage of the substantial value the Committee believe still remains,
and return that value to the current shareholders, who are the owners
of the Company!
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PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
The authorized number of directors of the Company is currently
established at four. All four (4) positions will be voted for at the Special
Meeting. The Committee has nominated an opposing slate to replace the entire
board because of their apparent disregard for the rights of the Company
shareholders. The Committee Nominees have not been nominated by the Board. The
Board has not held a shareholder meeting in over seven years, denying the
Company shareholders of their right to vote. Also, there were no audited
financial reports over the same period.
If elected, the Committee Nominees intend to promptly perform a
comprehensive review of the Company's past activities, in order to commence a
course of action to maximize shareholder value. Furthermore the Nominees promise
to do their utmost to hold annual shareholder meetings, issue all required
financial statements, and keep shareholders and investors informed of the
Company's progress. In addition the Nominees intend to consider alliances that
would enhance shareholder value, without a substantial dilution to existing
shareholders!
Given the track record of the Company's management and the Board of
Directors over the last seven years, the Committee believes that it is
imperative to replace the present Board of Directors, to ensure salvage of the
substantial value we believe still remains, and return that value to the current
shareholders, who are the owners of the Company!
The Committee has nominated and solicits your vote to elect the following slate,
who are running in opposition to the current Board.
Danford L. Martin
James T Capretz
James P. Hanson
Robert D. Davis
The following table sets forth the name, age, business address, present
principal occupation and business experience for the past five years, and
certain other information, with respect to each of the Committee Nominees. This
information has been furnished by the respective Committee Nominees. Each of the
Committee Nominees has consented to serve as a director and, if elected, would
hold office until his successor is duly elected or until his earlier death,
retirement, resignation or removal.
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Name (age) Address, Personal BUSINESS EXPERIENCE
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Danford Martin (65) Danford L. Martin spent 35 years in
7 Egret Lane, Aliso Viejo, CA 92656 the computer field of `IS'
(Information Systems) from 1967
through 2002. He worked as a
consultant to several large
corporations the last 10 years of
that period. He was principal, Chief
Financial Officer and Director of
Millennium Information Services
Inc., an `IS' consulting firm in
Southern California from 1997 to
2002. Mr. Martin retired from
Millennium Information Services and
closed his business in December,
2002.
Mr. Martin has also been a licensed
real estate broker in California since
1975 and is currently owner and broker
of the residential real estate firm
Pacific Horizons. He has extensive
knowledge of residential sales,
property evaluations, home mortgages
and loans.
Mr. Martin served seven years in the
US. Army, with special assignments to
NATO - Greece, MAAG - Iran, and 5th
Army Headquarters - Chicago.
Mr. Martin has been an investor in
FirstPlus Financial Group, Inc. since
1997.
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James T. Capretz (65) Capretz and James T. Capretz has been a member of
Associates, 5000 Birch St. West the Louisiana State Bar since 1963, and
Tower Suite 2500 Newport Beach the California State Bar since 1969. He
CA 92660 has been the principal of the Newport
Beach law firm of Capretz & Associates
and earlier law firms he founded since
1970. He is listed in the
Martindale-Hubbell Bar Registry of
Preeminent Lawyers. He was the only
attorney in private practice named in
the initial publication of the top 50
most influential business people in
Orange County by the Orange County
Business Journal.
Mr. Capretz was the founder and
Chairman of the Board of Western
Interstate Bancorp, Inc., a financial
service holding company based in
Irvine, California, and Citizens Thrift
and Loan, a California state charted
thrift and loan company, until the two
companies were sold in September, 1998
to FirstPlus Financial Group, Inc.,
whereupon Citizens Thrift and Loan
became FirstPlus Bank. Mr. Capretz has
had no relationships with FirstPlus or
its subsidiaries subsequent to the
sale.
Mr. Capretz serves as Special Counsel
in the national product liability class
action entitled Bowling vs. Pfizer, et
al. in federal district court in
Cincinnati, Ohio and he holds a
position of responsibility in federal
class district lawsuits across the
United States, since 1992. He is a
Special Master for the State Bar of
California and serves as a Judge Pro
Tem for the Orange County Superior
Court and as a member of the
Arbitration Panel of the Orange County
Superior Court, since 1990. He is a
member of the National Association of
Securities Dealers Inc., Board of
Arbitrators, since 1999. He
periodically writes and lectures on
topics of legal interest. He holds a
certificate of completion from the
Harvard Law School Mediation Workshop
for Lawyers. He was the founder of
ProMediate, an alternative dispute
resolution service, which was started
in 1992 to resolve complex civil
litigation matters.
Mr. Capretz currently serves as a
member of the St. Joseph Hospital
Advisory Board and is a board member of
the Holy Cross School in New Orleans,
Louisiana. In the early 90's (1990 to
1992) Mr. Capretz was a director of
Taylor Woodrow Construction Co., a
California state wholly owned
subsidiary of Taylor Woodrow, a
publicly-held London, England
corporation and of Saffel & McAdams,
Inc., a commercial and industrial
construction company that was based in
Irvine, California. He has served as
chairman of the XXIII Olympic Support
Committee of the Orange County Bar
Association and as a member of the
bar's Real Estate section. He has also
been a member of the Board of Directors
of the Industrial League of Orange
County; the Foundation Boards of St.
Joseph's Hospital, the University of
California at Irvine and the Orange
County-wide Leadership Awards Committee
for high school seniors, a program
sponsored by the Irvine Company. He has
been a member of the Chancellor's Club
at the University of California at
Irvine and at the University of
California at Santa Barbara.
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James Hanson (59) James P. Hanson is a Certified
22973 Sutro Street, Hayward, Public Accountant with the specialty
CA 94541 designation of Personal Financial
Specialist. His public accounting
practice, since 1975, is located in
Hayward, California. The firm, James
P. Hanson Accountancy Corp.,
provides tax and accounting services
as well as estate, retirement and
personal financial planning
services. Mr. Hanson is a 1968
graduate of Fresno State University.
Mr. Hanson is also a California Real
Estate Licensee actively involved in
mortgage financing and refinancing. Mr.
Hanson is a Registered Investment
Advisor (RIA) and has Series 22 and 63
NASD Securities licenses.
Mr. Hanson has served on the Board of
Directors of TriNet Employer Group, a
San Leandro, California based human
resource outsourcing firm, from 1990 to
present.
Mr. Hanson has served on the Board of
Directors of the Hayward California
Chamber of Commerce on and off for the
past 25 years, and has just begun
serving as a Director of the Hayward
Rotary Club. Mr. Hanson has been
serving as a Director of the Southern
Alameda County Estate Planning Council
since 1996.
Mr. Hanson also serves on the Board of
Directors of St Rose Hospital
Foundation as the Treasurer.
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10
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Robert D. Davis (74) Robert D. Davis has been a Certified
809 Eastover Circle, Deland, FL Public Accountant from 1977 until
32724 retirement in September, 1997.
Mr. Davis entered the United States
Navy in 1948 as an Apprentice Seaman.
He retired from the Navy in 1969 as an
officer. During his naval career he was
primarily involved in intelligence,
administration and personnel. He served
several tours in the Pentagon in the
Department of Defense, and in the
Office of Naval Intelligence.
In 1969, Mr. Davis attended the
University of Georgia. In 1970, he
graduated with a Bachelor of Science
degree in Computers. He was in the top
6% of his graduating class in the
College of Business. In 1971, he
received the Master of Accountancy
degree from the University of Georgia.
During the period 1972 through 1974,
Mr. Davis was employed as an Assistant
Professor of Accounting at Valdosta
State University, and University of
West Georgia.
During the period 1975 - 1977, Mr.
Davis was employed at South East
Missouri State University as an
Assistant Professor of Accounting.
In 1977, Mr. Davis passed the Certified
Public Accountant examination in
Missouri and was awarded the CPA
certificate. Later that year he moved
to Florida where he was issued a
license as a CPA.
From 1977 to retirement in 1997, Mr.
Davis was the principal of his own CPA
firm.
Mr. Davis has been a member of the
DeLand area Lions Club and served
various executive positions, including
a term as President.
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If NOMINEES are elected and take office as directors, they intend to
discharge their duties in compliance with all applicable legal requirements,
including the general fiduciary obligations imposed upon corporate directors. If
NOMINEES are elected, they will not receive any compensation from the Company
other than compensation regularly paid by the Company to its directors.
The Committee does not expect that any of the Committee Nominees will
be unable to stand for election. However, if a vacancy among the Committee
Nominees should occur, the Shares represented by the enclosed proxy form will be
voted in each such case for a substitute nominee selected by the Committee. In
addition, the Committee reserves the right to nominate substitute(s) or
additional persons if the Company makes or announces any changes to its bylaws
or takes or announces any other action that has, or if consummated would have,
the effect of disqualifying any or all of the Committee Nominees or cause our
Committee nominees, if elected, not to constitute at least a majority of the
Board. In any such case, Shares represented by the enclosed proxy card will be
voted for all such substitute or additional nominees selected by the Committee.
Shares represented by properly executed proxy cards will be voted at
the Special Meeting as marked and, in the absence of specific instructions, will
11
be voted FOR Proposal One in favor of the election of the Committee Nominees to
the Board, and in the discretion of the persons named as proxies on all other
matters as may properly come before the Special Meeting.
The Committee does not intend to present any business at the Special
Meeting for a vote other than the matters set forth in the Notice and has no
information that others will do so. If other matters requiring a vote of the
stockholders properly come before the Special Meeting, it is the intention of
the person's names in the accompanying form of proxy to vote the shares
represented by the proxies held by them in accordance with their judgment on
such matters.
Required Vote
The four (4) nominees receiving the highest number of votes of the
shares entitled to be voted for such nominees shall be elected as Directors.
Votes withheld from any Director will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Special
Meeting, but have no other legal effect upon election of Directors.
THERE IS NO ASSURANCE THAT THE COMPANY'S NOMINEES WILL SERVE (IF ELECTED) WITH
ANY OF THE COMMITTEE'S NOMINEES.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEES TO THE BOARD,
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED. REGISTERED HOLDERS MAY ALSO FAX ENCLOSED PROXY
CARD TO THE COMMITTEE % DANFORD MARTIN, Fax: 949-305-6322.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
HOW DO I VOTE IN PERSON?
If you owned shares of First Plus' common stock on the record date, July 28,
2005, you may attend the special 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 special meeting, unless you have previously specially requested and
obtained a "legal proxy" from your bank or broker and present it at the special
meeting.
WHEN YOU SIGN AND RETURN THE PROXY CARD YOU WILL BE VOTING FOR OUR NOMINEES TO
SERVE AS DIRECTORS AND FOR ADOPTION OF OUR PROPOSALS, UNLESS YOU APPROPRIATELY
MARK YOUR CARD OTHERWISE.
WE BELIEVE THAT IT IS IN THE BEST INTEREST OF SHAREHOLDERS TO ELECT OUR NOMINEES
AT THE SPECIAL MEETING, AND STRONGLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH
OF OUR NOMINEES AND "FOR" THE ADOPTION OF EACH OF OUR PROPOSALS (IF ANY).
12
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 special meeting, we must
receive your proxy as soon as possible but in any event prior to the special
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 (a "Custodian"), only the Custodian 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 Custodian 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 the Custodian
directly to provide it with instructions. If you need assistance, please contact
the FPFX SHAREHOLDER VALUE COMMITTEE at the address and/or phone numbers set
forth below.
If your shares are held in the name of a Custodian, and you want to vote in
person at the special meeting, you may request a document called a "legal proxy"
from the Custodian and bring it to the special meeting. If you need assistance,
please contact the FPFX SHAREHOLDER VALUE COMMITTEE at the address and/or phone
numbers set forth below.
FPFX Shareholder Value Committee
% Danford L. Martin
7 Egret Lane
Aliso Viejo, CA 92656
(800) 688-7757 FAX (949) 305-6322
WHAT SHOULD I DO IF I RECEIVE A PROXY CARD?
Proxies are also being solicited by the incumbent management and board of
FIRSTPLUS. If you submit a proxy to us by signing and returning the enclosed
proxy card, then you should NOT sign or return the proxy card (or follow any
voting instructions) provided by the incumbent management and Board of FIRSTPLUS
unless you intend to change your vote, because only your latest-dated proxy will
be counted.
If you have already sent a proxy card to FIRSTPLUS or your Broker, you may
revoke it and provide your support for our nominees by signing, dating and
returning the enclosed proxy card.
WHAT IF I WANT TO REVOKE MY PROXY?
If you have already given a proxy, you may revoke it at any time before it is
voted on your behalf. You may do so in three ways:
o by delivering a later-dated proxy directly to the Company or to us,
the Committee; or
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o by delivering a written notice of revocation directly to the Company
or to us; or
o by voting in person at the special meeting.
SHOULD I SUBMIT A PROXY IF I PLAN TO ATTEND THE SPECIAL MEETING?
Whether you plan to attend the special meeting or not, we urge you to submit a
proxy card. Returning the enclosed proxy card will not affect your right to
attend the special meeting and vote.
WHO CAN VOTE?
You are eligible to vote or to execute a proxy only if you owned shares of the
Company's common stock on the record date for the special meeting, July 28,
2005. Even if you sell your shares after the record date, you will retain the
right to execute a proxy in connection with the special 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.
Based on information disclosed by the Company, at the close of business on July
28, 2005, 45,340,090 shares of First Plus's common stock were entitled to vote.
HOW MANY VOTES DO I HAVE?
With respect to each matter to be considered at the special meeting, each
shareholder will have one vote for each share of First Plus's common stock held
by it on the record date.
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 the Committee without instructions, their
representatives will vote your shares in favor of all of our proposals.
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 special meeting. As of the date of this proxy
statement, we know of no such matters.
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 special meeting requires a quorum. For a quorum to
exist, shareholders representing a majority of the outstanding shares entitled
to vote must be present in person or represented by proxy. Under the Nevada
Business Corporation Act, First Plus's articles of incorporation and bylaws,
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 four (4) nominees receiving the highest number of
votes will be elected as directors.
Broker-dealers do not have discretionary authority for beneficial owners in
contested matters that are solicited by both contestants. Abstentions and broker
non-votes with respect to beneficial owners solicited by the Committee on the
one hand, or the Company, on the other hand, will not have the effect of a vote
for or against the election of any nominees. The Company's articles of
incorporation do not permit shareholders to cumulate their votes.
AM I ENTITLED TO APPRAISAL RIGHTS?
The Company shareholders do not have dissenter's rights of appraisal as a result
of this solicitation or the adoption of any of the proposals included in this
proxy statement.
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 contact the FPFX Shareholder Value Committee,
% Danford L. Martin, (800) 688-7757 FAX (949) 305-6322
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Committee Nominees nor members of the Committee, or any
other participant in this solicitation or any of their respective associates:
(i) directly or indirectly beneficially owns any Shares or any securities of the
Company; (ii) has had any relationship with the Company in any capacity other
than as a shareholder, or is or has been a party to any transactions, or series
of similar transactions, at any time in the past, or (iii) knows of any
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000 and in which any of them or
their respective affiliates had, or will have, a direct or indirect material
interest.
In addition, other than as set forth in this Proxy Statement (including
the Schedules hereto), there are no contracts, arrangements or understandings
entered into by the Committee, or any other participant in this solicitation or
any of their respective associates within the past year with any person with
respect to any of the Company's securities, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies. In addition, other than as set forth in this Proxy
Statement, none of the Committee Nominees nor members of the Committee, or any
other participant in this solicitation or any of their respective associates has
been engaged in contracts, negotiations or transactions with the Company or its
affiliates concerning a merger, consolidation, acquisition, tender offer or
other acquisition of securities, election of directors or a sale or other
transfer of a material amount of assets; or has had any other transaction with
the Company or any of its executive officers, directors or affiliates that would
require disclosure under the rules and regulations of the Commission.
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Committee Nominees nor members of the Committee, or any
other participant in this solicitation or any of their respective associates,
has entered into any agreement or understanding with any person with respect to
(i) any future employment by the Company or its affiliates or (ii) any future
transactions to which the Company or any of its affiliates will or may be a
party.
There are no family relationships between any of the Committee Nominee
and any current director, executive officer, or Committee Nominee. However,
Robert D. Davis is a brother of George T. Davis, a prior Director of the
Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Committee members (James T. Capretz, Robert D. Davis, George R.
Eberting, Rupen Gulenyan, James P. Hanson, and Danford L. Martin) each state
that there are no Forms 3, 4 and 5 required to be filed by them.
16
SCHEDULE I
SHARES HELD BY THE
COMMITTEE/NOMINEES
The Committee Participants and/or Nominees state that all purchases
made within the past two years were made by each individual's own cash or
working capital from personal funds (even when in a margin account, as the
Company's shares have not been available to purchase on margin for many years)
and that no funds were borrowed or specifically obtained for the purpose of
acquiring or holding such securities. All the Company shares bought and sold are
the voting class of COMMON shares. Total shows percent (rounded) of Common Class
currently owned (beneficially and/or of record):
Name Voting Number Percent of Class
- ---- -------- ------ ----------------
DANFORD L. MARTIN Voting 1,935,500 4.3%
JAMES T. CAPRETZ Voting 11,297 0.02%
held as Custodian for minors
JAMES P. HANSON
& RELATED ENTITIES Voting 420,000 0.9%
ROBERT D. DAVIS Voting 265,699 0.6%
RUPEN GULENYAN Voting 2,039,900 4.5%
GEORGE R. EBERTING Voting 210,759 0.5%
Except as disclosed in this Schedule, none of the Committee members or
the Committee Nominees owns any securities of the Company or any subsidiary of
the Company, beneficially or of record, or was within the past year a party to
any contract, arrangement or understanding with any person with respect to any
such securities. Except as disclosed in this Schedule, to the knowledge of the
Committee members, none of the Committee members or the Committee Nominees has
any substantial interest, direct or indirect, by security holdings or otherwise,
in any matter to be acted upon at the Special Meeting.
The following table sets forth the name, age, business address, present
principal occupation and business experience during the past five years, the
name and principal business of any corporation or other organization (in which
such occupations and employment were carried out) for each Committee member who
is not a nominee, who state that such corporations or organizations are not a
parent or subsidiary or any affiliate of the Company.
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- --------------------------------------------------------------------------------
Name (age) and Address BUSINESS EXPERIENCE
- --------------------------------------------------------------------------------
Rupen Gulenyan (57) Rupen Gulenyan has been a self-employed
3040 E. Tremont Ave., Suite 201, Enrolled Tax Agent since 1985.
Bronx, NY 10461
Being in taxation as an Enrolled Agent,
Mr. Gulenyan has represented a number
of taxpayers and business in tax filings
at the Federal and State level.
Mr. Gulenyan, born in Istanbul, Turkey,
came to the United States in January
1967, studied accounting and taxation in
Bernard Baruch College until 1975. He
became a naturalized citizen and made it
possible for his parents, his two sisters
and their spouses to immigrate to this
country.
Prior to his own practice, Mr. Gulenyan
worked as an accountant for ADP of
New York, Branch Motor Express Co. and
Columbia Pictures Inc. for about 8 years.
Mr. Gulenyan has been an investor in
FirstPlus Financial Group, Inc. since
1999.
- --------------------------------------------------------------------------------
George R. Eberting (70) Mr. Eberting earned a B.A. in Business
Apt Q102 1701 121st St. Administration from the University of
Everett WA 98208 Administration from the University of
Puget Sound, Washington, in 1959.
In 1964, Mr. Eberting earned an M.B.A.
from the University of Washington.
Mr. Eberting served as Assistant
Professor of Marketing and Business
Statistics, Seattle University, from 1967
to 1972.
Mr. Eberting was Vice President/Director
of the original Cake & Steak House, Inc.
from 1972 to 1973.
Mr. Eberting was President/Broker of
Commercial property Development Inc.,
from 1972 to 1981.
Mr. Eberting served as President/Director
of Eberting Foods, Inc., from 1981 to
1990.
From 1990 through the present, Mr.
Eberting has been an investor in real
estate and owner/builder projects.
- --------------------------------------------------------------------------------
18
OTHER MATTERS
The Committee is not aware of any business other than as set forth in
this Proxy Statement that will be presented at the Special Meeting. Should other
proposals be brought before the Special Meeting, the persons named as proxies on
the enclosed proxy card will vote on such matters in their discretion.
IMPORTANT
Your vote is important. No matter how many Shares you own, please give
us your proxy FOR the election of the Committee Nominees by taking four steps:
1. SIGN the enclosed proxy card exactly as name appears on the card.
When shares are held jointly, joint owners should each sign.
Executors, Administrators, Trustees, etc., should indicate their
capacity.
2. DATE the enclosed proxy card,
3. MAIL the enclosed proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States). Registered
holders may also FAX the enclosed proxy card TODAY to the FPFX
SHAREHOLDER VALUE COMMITTEE, % Danford L. Martin, 7 Egret Lane,
Aliso Viejo, CA 92656 Fax: 949-305-6322 and
4. CONTACT your broker and instruct the broker to execute a proxy
card.
If any of your Shares are held in the name of a brokerage firm, bank,
bank nominee or other institution, only they can vote such Shares and only upon
receipt of your specific instructions. Accordingly, please return the proxy card
in the envelope provided or contact the person responsible for your account and
instruct that person to execute the proxy card representing your Shares. We urge
you to confirm in writing your instructions to us in care of Danford Martin (at
the address provided below) so that we will be aware of all instructions given
and can attempt to ensure that such instructions are followed.
If you have any questions or require any additional information
concerning this Proxy Statement, please contact the FPFX SHAREHOLDER VALUE
COMMITTEE at the address set forth below.
FPFX Shareholder Value Committee
% Danford L. Martin
7 Egret Lane
Aliso Viejo, CA 92656
(800) 688-7757 FAX (949) 305-6322
THE COMMITTEE URGES ALL SHAREHOLDERS TO VOTE FOR THE ELECTION OF THE
COMMITTEE NOMINEES AS DIRECTORS.
19
FIRSTPLUS FINANCIAL GROUP, INC SPECIAL MEETING TO BE HELD ON 09/01/05 AT 10:00
A.M. PDT FOR HOLDERS AS OF JULY 15, 2005
CUSIP: 33763B103 CONTROL No: 0000 0000 0000
DIRECTORS
- ---------
COMMITTEE RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING NOMINEES: 01 - DANFORD
L. MARIN, 02 - JAMES T. CAPRETZ, 03 - JAMES P. HANSON, 04 - ROBERT D. DAVIS
THERE IS NO ASSURANCE THAT THE COMPANY'S NOMINEES WILL SERVE (IF ELECTED) WITH
ANY OF THE COMMITTEE'S NOMINEES.
PROPOSAL(S) RECOMMEND
*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF
- --------------------------------------------------------------------------------
20
FOLD AND DETACH HERE
---------------------------------------------------------------------------
FIRSTPLUS FINANCIAL GROUP, INC
<- 09/01/05 AT 10:00 A.M. PDT
- --------------------------------------------------------------------------------
DIRECTORS
(MARK "X" FOR ONLY ONE BOX)
1 [ ] FOR ALL NOMINEES
[ ] WITHHOLD ALL NOMINEES
[ ] WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE NUMBER(S) OF NOMINEE(S) BELOW.
USE NUMBER ONLY _____________________________
PLEASE INDICATE YOUR PROPOSAL SELECTION BY
FIRMLY PLACING AN "X" IN THE APPROPRIATE
NUMBERED BOX WITH BLUE OR BLACK INK ONLY [ X ]
SEE VOTING INSTRUCTION ON REVERSE
ACCOUNT NO:
CUSIP:
CONTROL NO:
CLIENT NO:
PLACE "X" HERE IF YOU PLAN TO ATTEND
AND VOTE YOUR SHARES AT THE MEETING [ ]
The FPFX Shareholder Value Committee
7 EGRET LANE
ALISO VIEJO, CA 92656
----------------------------------- ----/----/---
SIGNATURE(S) DATE
<-
FOLD AND DETACH HERE
21
VOTING INSTRUCTIONS
-------------------
WE SHALL BE PLEASED TO VOTE YOUR SECURITIES IN ACCORDANCE WITH YOUR WISHES, IF
YOU WILL EXECUTE THE FORM AND RETURN IT TO US PROMPTLY IN THE ENCLOSED BUSINESS
REPLY ENVELOPE. IT IS UNDERSTOOD THAT IF YOU SIGN WITHOUT OTHERWISE MARKING THE
FORM YOUR SECURITIES WILL BE VOTED FOR PROPOSAL ONE IN FAVOR OF THE ELECTION OF
COMMITTEE NOMINEES TO THE BOARD, AND AT THE DISCRETION OF THE PERSONS NAMES AS
PROXIES ON ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
PLEASE DATE, SIGN AND RETURN YOUR VOTING INSTRUCTIONS TO US PROMPTLY IN THE
RETURN ENVELOPE PROVIDED.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. WHEN SHARES ARE HELD JOINTLY,
JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD
INDICATE THE CAPACITY IN WHICH THEY ARE SIGNING.
22