SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
|X| DEFINITIVE ADDITIONAL MATERIALS
SOLICITING MATERIAL PURSUANT TO RULE 14A-12
FIRST AMERICAN CAPITAL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FIRST AMERICAN COMMITTEE FOR SHAREHOLDER VALUE PROTECTION
ATTN: RICKIE D. MEYER
(NAME OF PERSON(s) FILING PROXY STATEMENT, IF OTHER THAN THE 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: APRIL 30, 2003
COMMITTEE FOR PROTECTION OF SHAREHOLDER VALUE ANNOUNCES
SLATE OF DIRECTOR NOMINEES FOR FIRST AMERICAN CAPITAL
CORPORATION
Topeka, Kansas, April 30, 2003 - The First American Committee for the Protection
of Shareholder Value (the "Shareholder Protection Committee") has filed a
preliminary proxy statement with the Securities and Exchange Commission,
announcing its intention to nominate a new slate of directors to replace the
nominated board of directors of First American Capital Corporation (the
"Company") at the Company's next annual meeting of Shareholders in June.
The Shareholder Protection Committee's nominees (two of whom are founders of the
Company and three of whom are current directors of the Company) are:
o MICHAEL N. FINK, Founder, Former Chairman of the Board and a current Director
of the Company; Senior Vice President of Corporate Development, Citizens, Inc.
- Lexington, Kentucky
o RICKIE D. MEYER, Founder, Former President and a current Director of the
Company; Consultant, Citizens, Inc. - Topeka, Kansas
o DANNY N. BIGGS, Director of the Company; Consultant, Pickrell Drilling
Company; Partner, Kelly Petroleum - Great Bend, Kansas
o DEAN F. FERRELL, Owner, Ferrell Construction of Topeka - Topeka, Kansas
o ROGER K. VIOLA, Attorney-at-Law - Topeka, Kansas
o HAROLD E. RILEY, Chairman of the Board, Citizens, Inc. - Austin, Texas
o MARK A. OLIVER, President, Citizens, Inc. - Austin, Texas
o RICK D. RILEY, Chief Executive Officer, Citizens, Inc. - Austin, Texas
Rickie D. Meyer, Spokesperson of the Committee, stated, "We are taking this
action because the current board lacks a realistic strategy for creating and
preserving shareholder value. Management's current plan fails to address
shareholder liquidity and the Company's position as a small company without
significant insurance company management experience. Additionally, this present
board has denied shareholders the opportunity to have a say in the future
direction of the Company. With no trading in the stock and a steadily declining
capital base, shareholders must act to replace the present board before the
value of their stock dwindles to nothing. The history of small life insurance
companies is littered with companies that simply withered away while an
entrenched board and inexperienced management leave shareholders holding an
empty bag."
"We believe the Committee's nominees are superior stewards of shareholders'
investments. The Committee's slate of nominees includes the founders of the
Company, as well as a wealth of experience across key aspects of the insurance
business and their expertise and credentials will
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be highly valuable to the company, its shareholders, its policyholders, its
agents, and its employees as we explore ways to maximize the value of the
Company for shareholders."
The Shareholder Protection Committee filed with the Securities and Exchange
Commission on April 25th a preliminary proxy statement relating to the
solicitation of proxies with respect to the 2003 Company Annual Meeting of
Shareholders. The Shareholder Protection Committee will file with the Securities
and Exchange Commission ("SEC"), and will furnish to the Company's stockholders,
a definitive proxy statement 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) because they
will contain important information.
Investors and security holders may obtain a free copy of the preliminary proxy
statement and the definitive proxy statement (when it is available) and other
documents filed by the Shareholder Protection Committee with the SEC at the
SEC's website at http://www.sec.gov/. In addition, you may obtain a free copy of
the definitive proxy statement (when it is available) by contacting Georgeson
Shareholder Communications, Inc. toll free at (800) 732-6168.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of proxies of the
Company stockholders is available in the preliminary proxy statement filed by
the Shareholder Protection Committee with the Commission on Schedule 14A on
April 25th.
Some of the statements contained in this release may constitute "forward-looking
statements," which for this purpose, includes all statements that are not of
historical facts. The actual future financial performance of the Company could
differ materially from those anticipated by these forward-looking statements.
There can be no assurance that the Shareholder Protection Committee or its
nominees will succeed in their efforts to turn the Company around.
Contact:
Rickie D. Meyer
(785) 271-2410
Christopher Dowd, Managing Director
Georgeson Shareholder Communications, Inc.
(800) 732-6168
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