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:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] 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
JAMES P. HANSON, DANFORD L. MARTIN
(The FPFX SHAREHOLDER VALUE COMMITTEE)
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(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 the transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which the transaction applies:
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(3) Per unit price or other underlying value of the 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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(5) Total fee paid:
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[_] 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:
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(4) Date Filed:
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From: "analyst999@cox.net"
To: Stockholder e-mail addresses
Sent: Thursday, December 22, 2005
Subject: FPFX Shareholder Value Committee Newsletter as of Dec 22, 2005
FPFX Shareholder Value Committee Newsletter as of Dec 22, 2005
The FPFX Shareholder Value Committee has filed an amended preliminary proxy
statement with the Securities and Exchange Commission relating to the Special
Meeting of Shareholders of FirstPlus Financial Group, Inc. ("FirstPlus"), which
has been scheduled by court order for April 28, 2006. The participants in this
solicitation include the FPFX Shareholder Value Committee and its members, James
T. Capretz, Robert D. Davis, George R. Eberting, James P. Hanson, and Danford L.
Martin. The FPFX Steering Committee and its current members, Kenneth W. Bolster,
George R. Eberting, and Danford L. Martin, may also be participants in this
solicitation. The following additional shareholders, who have contributed over
$500 to the legal action fund established by the FPFX Steering Committee, may
also be participants in this solicitation: Forrest Caton; Thomas H. Caton; Caton
Farms Inc.; George J. Columbo; David R. Cruse; Harry Dender; James A. Doglio;
Michael Gary; Mario Gonzalez; Rupen Gulenyan; James O. Guthrie; Steve M.
Kutchman; James L. Leimach; Thomas W. MacFarlane III; Robert J. Malnar; Ron L.
Martin; John Mazzara; Ronald J. Miller; William D. Prusaitis; Welton Robinson;
John P. Rosko; Robert E. Simpson; Tim M. Valles; William L. Westfall; and David
P. Wolff.
A description of the direct and indirect interests of the foregoing persons and
entities, by security holdings and otherwise, is set forth in the FPFX
Shareholder Value Committee's Amended Schedule 14A Preliminary Proxy Statement
filed December 01, 2005 and the FPFX Shareholder Value Committee's Amended
Schedule 13D filed December 01, 2005. Direct links to these two documents are:
http://www.secinfo.com/$/SEC/Filing.asp?D=1526c.z1N7&CIK=1333612 and
http://www.secinfo.com/$/SEC/Filing.asp?D=1526c.z1N9&CIK=1333612 respectively.
FirstPlus shareholders are advised to read the FPFX Shareholder Value
Committee's proxy statement when it becomes available because it contains
important information. Investors can get the proxy statement, the amended
Schedule 13D, and other relevant documents for free at the Securities and
Exchange Commission's Internet website located at www.sec.gov.
Meeting of Shareholders to Elect Directors
In March 2005, 73 shareholders of FirstPlus filed a Petition to order an
election of directors of FirstPlus and a Complaint for equitable, declaratory,
and injunctive relief in the matter captioned Danford L. Martin, et. al. v.
FirstPlus Financial Group, Inc., et al., Case No. CV05-00465, pending in the
Second Judicial District Court of the State of Nevada in and for the County of
Washoe ("Nevada litigation"). Pursuant to an order of the Second District Court
of the State of Nevada (the "Nevada Court"), a Special Meeting of the
Shareholders of FIRSTPLUS Financial Group, Inc. (the "Company") has been
scheduled to take place on April 28, 2006.
Committee Completes SEC Review
The FPFX Shareholder Value Committee is pleased to announce that it has
completed the SEC Review of its Preliminary Proxy Statement and plans to mail
proxy material to all Shareholders after the Record Date for the April 28, 2006
election of directors is established. With regard to Raging Bull posts, all
participants in the proxy solicitation are precluded from
making Raging Bull posts or other proxy solicitations in violation of SEC Rule
14A. Because of the detailed regulations regarding proxy solicitations, neither
participants nor possible participants in the proxy solicitation should make any
public statements regarding FirstPlus Financial Group or its officers or
directors unless they are advised by securities counsel regarding their detailed
filing and other requirements. Moreover, participants must not make any
statements which may directly or indirectly impugn the character, integrity, or
personal reputation of management, or which make charges of illegal or immoral
conduct without factual foundation. In the future, all participants should
clearly characterize any statement such as "valuation" as a "belief" or
"opinion" and will provide a reasonable factual basis for each such opinion or
belief.
Next Court Hearing Friday, Dec 30, 2005 at 1:30 p.m.
Washoe County Court House
Department 7, Judge Peter Breen
75 Court Street, Reno NV 89520.
The Hearing scheduled is a status hearing, open to the public and can be viewed
by anyone, although it is expected that only lawyers and the Judge will
participate in the proceedings. If you wish to check the Reno court docket
periodically for news and the court schedule you may do so with this link:
http://www.ccwashoe.com/repl/ck_public_qry_doct.cp_dktrpt_setup_idx
The case number is: CV05-00465.
How You Can Help
In the Nevada litigation, 73 shareholders of FirstPlus filed a Petition to order
an election of directors of the Company and a Complaint for equitable,
declaratory, and injunctive relief. The following Committee members participated
in that Shareholder Petition: Robert D. Davis, George R. Eberting, James P.
Hanson, and Danford L Martin. Total expenditures for the Nevada litigation are
expected to be approximately $150,000 to $175,000. Expenditures incurred to date
for the Nevada litigation is approximately $142,000, of which the Company has
paid $25,000. These costs of litigation include the costs of litigation
necessary to have the Nevada Court compel the special meeting and election of
directors and do not include any other litigation expenses. Contributions to
help pay the Nevada litigation legal expenses and fees have been requested and
received from many Shareholders. The Committee members themselves have made
substantial contributions. Due to the correlation between the Nevada litigation
and the Committee's Proxy Solicitation, the following General Rules and
Regulation need be applied:
General Rules and Regulation pertaining to contributions that support Proxy
Solicitation identifies a "Person Making the Solicitation" (among others) as
"Any person who finances or joins with another to finance the solicitation of
proxies, except persons who contribute not more than $500 and who are not
otherwise participants". Persons subject to the rule above (and who contribute
more than $500) need to meet the requirements of Regulation 13D-G and Regulation
14A.
Per the statement above, your total contribution should not exceed $500 unless
you are already named (or wish to be named) as a Contributor and listed in the
Committee's Proxy Statement Schedule 14A and Schedule 13D. Shareholders who have
contributed over $500 are already listed in the Schedule 14A and Schedule 13D,
so additional contributions from them are fine.
Contributions to the Nevada litigation are permitted only in accordance with the
guidelines described above. Please send your contribution to:
FPFX Shareholder Action Fund
% Dan Martin
7 Egret Lane
Aliso Viejo, CA 92656
Thank you very much for your continued support. If you can make it to the
shareholder meeting in Reno, we hope to see you there.