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))
[x] 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
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)
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THE FPFX SHAREHOLDER VALUE COMMITTEE
7 Egret Lane, Aliso Viejo, CA 92656, 877-639-3739
April 3, 2006
Dear Fellow FirstPlus Financial Group, Inc Shareholder:
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") will be held on April 28, 2006. During the last
seven years the Company's incumbent management has failed to file required SEC
reports including but not limited to annual reports on Form 10-K and quarterly
reports on Form 10-Q's, with their required accompanying audited and un-audited
financial statements (other than the 10-KSB tardily filed September 22, 2005,
the 10-QSB tardily filed October 25, 2005 and the 10-QSB tardily filed October
25, 2005, and the 10-QSB filed tardily November 21, 2005). The Company has not
held an annual shareholder meeting or election of directors since March 1998.
The Nevada Corporate Code, at NRS 78.345, provides that "If any corporation
fails to elect directors within 18 months after the last election of directors
required by NRS 78.330, the district court has jurisdiction in equity, upon
application of any one or more stockholders holding stock entitling them to
exercise at least 15 percent of the voting power, to order the election of
directors in the manner required by NRS 78.330." As a result of the efforts of a
group of shareholders calling ourselves the FPFX Shareholder Value Committee
(the "Committee"), together with the efforts of other shareholders, the Nevada
court has ordered the Company to call and hold a meeting of shareholders to
elect directors. The Committee consists of fellow shareholders James T. Capretz,
Robert D. Davis, George R. Eberting, James P. Hanson, and Danford L. Martin.
The Company's failure to file required reports and hold required shareholder
meetings was the result of actions or inactions of the current board of
directors and/or their predecessors. At the Special Meeting of Shareholders, the
current directors will attempt to have themselves re-elected as directors of the
Company. The Committee believes it is in the best interests of all shareholders
of the Company to replace all current directors and appoint all new directors.
The Committee's proxy statement serves as our notice of the Committee's intent
to nominate an opposing slate of director candidates consisting of James T.
Capretz, Robert D. Davis, James P. Hanson, and Danford L. Martin. Nominations of
the Committee's candidates will be made at the Special Meeting of Shareholders
in compliance with the Company's articles of incorporation. The Committee
believes that it is imperative to replace the present Board of Directors, to
attempt to salvage the substantial value of the Company that we believe still
remains, and return that value to the current shareholders, who are the owners
of the Company. As more particularly described in Schedule I below, some members
of the Committee are not holding Company securities merely to recoup value, but
continue to purchase and sell those securities.
We invite you to attend the Special Meeting of Shareholders to be held at Silver
Legacy Resort Casino, Room Expo A, 407 North Virginia Street, Reno, Nevada
89501, on Friday, April 28, 2006 at 10:00 a.m., Pacific Time.
Enclosed is a proxy statement describing the business to be transacted at the
meeting, and a yellow proxy card for use in voting at the meeting. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING YELLOW PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. Returning the yellow
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
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED BY DELIVERING A
LATER-DATED YELLOW PROXY CARD, OR BY VOTING IN PERSON AT THE MEETING. SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.
PROXY STATEMENT
FPFX SHAREHOLDER VALUE COMMITTEE
FOR SPECIAL MEETING OF SHAREHOLDERS TO ELECT DIRECTORS OF
FIRSTPLUS FINANCIAL GROUP, INC.
To Our Fellow FIRSTPLUS Financial Group, Inc. Stockholders:
General
Pursuant to an order of the Second District Court of the State of Nevada
(the "Nevada Court"), a Special Meeting of the Shareholders ("Special Meeting")
of FirstPlus Financial Group, Inc. ("FirstPlus" or the "Company") will be held
at 10:00 a.m. on April 28, 2006. The Special Meeting will be held at Silver
Legacy Resort Casino, Room Expo A, 407 North Virginia Street, Reno, Nevada
89501, on Friday, April 28, 2006 at 10:00 a.m., Pacific Time.
This Proxy Statement and the accompanying yellow proxy card ("Committee
Yellow Proxy Card") are being furnished to shareholders ("Shareholders") of
FirstPlus Financial Group, Inc. 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, James P. Hanson, and Danford L. Martin.
The date of this proxy statement is April 3, 2006. The FPFX Shareholder
Value Committee intends to mail the proxy statement and the attached yellow
proxy card to the Shareholders of FirstPlus on or about April 3, 2006.
This Proxy Statement and the enclosed Committee Yellow Proxy Card are being
furnished to you, the Shareholders of FirstPlus, in connection with the
solicitation of proxies by the Committee for use at the Special Meeting and at
any adjournments, postponements or rescheduling thereof.
The Committee is proposing and soliciting proxies in support of a slate of
four candidates to be nominated and stand for election to the Board of Directors
at the Special Meeting (the "Committee Nominees"). If we become aware of
additional director positions to be voted upon at the Special Meeting, or other
matters that are to be considered at such meeting in addition to the election of
directors, we anticipate that these proxy materials will be modified in response
to such changes.
The Committee Nominees are James T. Capretz, Robert D. Davis, James P.
Hanson, and Danford L. Martin, and they will be nominated to stand for election
in opposition to the nominees of the current Board of Directors.
THE COMMITTEE URGES YOU TO VOTE "FOR" THE COMMITTEE NOMINEES ON THE ENCLOSED
COMMITTEE YELLOW PROXY CARD.
As discussed in more detail under the heading "Election of Directors" in
this Proxy Statement, Shareholders who vote on the Committee Yellow Proxy Card
will be able to vote for the election of the four Committee Nominees. The
Committee Nominees, if elected, will constitute all of the members of the Board
of Directors.