SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
AMENDMENT NO. 1
FIRST AMERICAN CAPITAL CORPORATION
----------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
---------------------------------------
(TITLE OF CLASS OF SECURITIES)
31848M 10 2
(CUSIP NUMBER)
MARK A. OLIVER WITH A COPY TO:
400 EAST ANDERSON STREET REID A. GODBOLT, ESQ.
AUSTIN, TEXAS 78752 JONES & KELLER, P.C.
(512) 837-7100 1625 BROADWAY, 16TH FLOOR
DENVER, COLORADO 80202
(303) 573-1600
--------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
APRIL 22, 2003
-------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF SECTIONS 240.13D-1(e) OR 240.13D-1(g), CHECK THE
FOLLOWING BOX. [ ]
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE
DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES
EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF
THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS
OF THE ACT (HOWEVER, SEE THE NOTES).
(CONTINUED ON FOLLOWING PAGES)
(PAGE 1 OF 21 PAGES)
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 2 OF 21
1) Name of Reporting Person
Harold E. Riley
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
Not applicable
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With -0-
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
658,230
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 3 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Mark A. Oliver
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
Not applicable
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
---------------------------------------------
Shares
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With -0-
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 4 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Citizens, Inc.
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
Not Applicable
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
Colorado
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With -0-
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
CO
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 5 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Rick D. Riley
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
Not applicable
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With -0-
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 6 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Michael N. Fink
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With 125,000
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 7 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Rickie D. Meyer
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With 456,000
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 8 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Danny N. Biggs
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With 76,000
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 9 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Dean F. Ferrell
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
PF
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With 1,230
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 10 OF 21
1) Name of Reporting Person
I.R.S. Identification Nos. of Above Person (entities only)
Roger K. Viola
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)[x]
(b)[ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
Not applicable
--------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) Or 2(e) [ ]
--------------------------------------------------------------------------------
6) Citizenship Or Place Of Organization
United States
--------------------------------------------------------------------------------
7) Sole Voting Power
Number of -0-
Shares ---------------------------------------------
8) Shared Voting Power
Beneficially Owned
See Item 5
by Each
---------------------------------------------
Reporting 9) Sole Dispositive Power
Person With -0-
---------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned By Each Reporting Person
See Item 5
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
--------------------------------------------------------------------------------
13) Percent Of Class Represented By Amount In Row (11)
See Item 5
--------------------------------------------------------------------------------
14) Type Of Reporting Person (See Instructions)
IN
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 11 OF 21
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to the Common Stock, $0.10
par value per share ("Common Stock"), of First American Capital Corporation, a
Kansas corporation (the "Company"). The principal executive offices of the
Company are located at 1303 S.W. First American Place, Topeka, Kansas 66604.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Amendment No. 1 to Schedule 13D is filed by Harold E.
Riley, Mark A. Oliver, Rick D. Riley, Michael N. Fink, Rickie D. Meyer, Danny N.
Biggs, Dean F. Ferrell, Roger Viola and Citizens, Inc., a Colorado corporation
and insurance holding company ("Citizens") (collectively, the "Reporting
Persons"). The principal business address of Citizens is 400 East Anderson Lane,
Austin, Texas 78752.
The address and principal occupation of each of the Reporting Persons who is a
natural person is:
Present Principal Occupation and the Principal
Business and Address of any Corporation or
Name Principal Business Address Organization in which Employment is Conducted
---- -------------------------- ----------------------------------------------
Harold E. Riley 400 East Anderson Lane Chairman of the Board, Citizens,
Austin, Texas 78752 a life insurance holding company
400 East Anderson Lane, Austin, Texas 78752
Rick D. Riley 400 East Anderson Lane Vice Chairman and Chief Executive Officer, Citizens,
Austin, Texas 78752 a life insurance holding company
400 East Anderson Lane, Austin, Texas 78752
He is the son of Harold E. Riley
Mark A. Oliver 400 East Anderson Lane President, Citizens,
Austin, Texas 78752 a life insurance holding company
400 East Anderson Lane, Austin, Texas 78752
Michael N. Fink 3385 Executive Drive, #308 Senior Vice President of Corporate Development
Lexington, Kentucky 40505 Citizens, a life insurance holding company
400 East Anderson Lane, Austin, Texas 78752
Rickie D. Meyer 900 S.W. Robinson, #1905 Marketing Consultant, Citizens,
Topeka, Kansas 66606 a life insurance holding company
400 East Anderson Lane, Austin, Texas 78752
Danny N. Biggs 2601 Canterbury Consultant, Pickrell Drilling Company, Inc.,
Great Bend, Kansas 67530 a well drilling company
2601 Canterbury, Great Bend, Kansas 67530
Partner, Kelly Petroleum
Box 657, Great Bend, Kansas 67530
Dean F. Ferrell 2420 NW Button Road Owner, Ferrell Construction of Topeka, a building
Topeka, Kansas 66618 construction company
2420 NW Button Road, Topeka, Kansas 66618
Roger K. Viola 3445 SW Alameda Drive Attorney-at-Law
Topeka, Kansas 66614 3445 SW Alameda Drive, Topeka, Kansas 66614
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 12 OF 21
The names, positions, principal business addresses and present principal
occupation of each of the directors and executive officers of Citizens other
than Harold E. Riley, Rick D. Riley and Mark A. Oliver are as follows:
Present Principal Occupation and the Principal
Business and Address of any Corporation or
Name Position with Citizens Organization in which Employment is Conducted
---- ---------------------- ----------------------------------------------
Timothy T. Timmerman Director President, Commerce Properties, Inc., a real estate
company
Partner, Realcom Management, a real estate company
Partner, Interfase Capital, a real estate company
2490 F.M. 685
Hutto, Texas 78634
Steven F. Shelton Director Farmer/Rancher
7359 Road X
Lamar, Colorado 81052
Marcia F. Emmons, Esq. Vice President, Vice President, General Counsel and Secretary
General Counsel Citizens, Inc., a life insurance holding company
and Secretary 400 East Anderson Lane
Austin, Texas 78752
David J. Mehle Executive Vice Executive Vice President, Chief Financial
President, Chief Officer and Treasurer, Citizens, Inc., a life
Financial Officer insurance holding company
and Treasurer 400 East Anderson Lane
Austin, Texas 78752
Dr. E. Dean Gage Director Associate Dean for Professional Programs,
Texas A&M University
College of Veterinary Medicine
College Station, Texas 77843-4461
Dr. Richard C. Scott Director Vice President, Development, Baylor University
Robinson Tower, 8th Floor
Waco, Texas 76798-7026
(d)-(e) During the last five years, none of the Reporting Persons, nor
to the knowledge of the Reporting Persons, any executive officer or director of
Citizens, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the above natural persons are United States citizens.
Citizens is a Colorado corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On March 19, 2003, Michael N. Fink, Rickie D. Meyer and Danny N. Biggs,
each a Reporting Person, delivered to Harold E. Riley and Mark A. Oliver three
proxies (each, a "Proxy," and together, the
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 13 OF 21
"Proxies") which are irrevocable until February 14, 2004. Each Proxy recites
only nominal consideration, and otherwise did not require the Reporting Persons
to deliver any funds as consideration for the Proxy.
All of the shares reported herein by Messrs. Fink, Meyer, Biggs and
Ferrell, as to which they have sole dispositive power, were acquired by them
using personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Messrs. Harold E. Riley and Mark A. Oliver hold the Proxies in their
capacities as Chairman of the Board and President, respectively, of Citizens. On
or about April 22, 2003, all of the Reporting Persons formed a group, the "First
American Committee for the Protection of Shareholder Value" to nominate a slate
of directors to stand for election to the Board of the Company at the next
annual meeting of shareholders in opposition to the slate of the Company's
present Board of Directors. These nominees include all of the Reporting Persons
named in this Schedule 13D who are natural persons. Citizens will be funding the
costs of the solicitation on behalf of the opposition group named in this
Schedule 13D. Under the rules promulgated under the Securities Exchange Act of
1934, all of the above nominees may be deemed to be members of a group with
Citizens. Each of the above Reporting Persons who holds sole dispositive power
with respect to the stated number of shares, Messrs. Fink, Meyer, Biggs and
Ferrell, originally acquired their common stock of the Company for investment
purposes. Each such Reporting Person's primary interest is to maximize the value
of his investment.
Background
In late 2002, Citizens and the Company had entered into discussions and
negotiations concerning the possible acquisition of the Company by Citizens. The
parties had a meeting on December 4, 2002, at which representatives of Citizens,
Harold E. Riley and Mark A. Oliver, made a presentation to the Company's Board.
On December 18, 2002, two current members of the Board of the Company, Harland
E. Priddle and Kenneth L. Frahm, traveled to Austin, Texas to meet with
management of Citizens. Citizens' representatives provided a draft acquisition
agreement to the Company's representatives. The final purchase price offered by
Citizens was $3.50 per share of common stock of the Company to be paid in Class
A common stock of Citizens calculated on an average trading price as reported on
the New York Stock Exchange 20 days preceding closing. The negotiations were
terminated by Citizens shortly after it was informed by the Company's Chairman
of the Board, Harland E. Priddle, that the Company needed a "market check" after
any definitive purchase agreement was entered into, which would allow the
Company to solicit bids for the Company with the Citizens offer in hand.
Citizens declined to participate in such a process, particularly without any
consideration to Citizens if another better offer was forthcoming from another
third party. In the proposed contract that Citizens submitted, however, the
Board of the Company had a "fiduciary out" clause where the Company's Board
would not be obligated to recommend the Citizens merger proposal in the event a
better proposal was forthcoming between the time Citizens and the Company
reached a definitive agreement and the closing of such an agreement. In
mid-March 2003, Mr. Fink and Mr. Meyer met with management of Citizens to
express concerns about the direction of the Company. As a result of that
meeting, Harold E. Riley and Mark A. Oliver acquired 12-month irrevocable
proxies from Messrs. Meyer, Fink and another director of the Company, Danny N.
Biggs (all three of these persons are current Board members of the Company and
are part of the group filing this Schedule 13D). The total number of shares
under this proxy was 652,000. The original Schedule 13D reported the total as
659,000 shares but Mr. Meyer's actual proxy was 7,000 shares less than he
granted on March 19, 2003, because he actually owns 7,000 less shares than he
had believed at the time his proxy was granted to Harold E. Riley and Mark A.
Oliver. On March 20, 2003, Harold E. Riley and Mark A. Oliver met with Mr.
Priddle to see if negotiations could recommence, but Citizens was turned down by
Mr. Priddle a couple days later.
The Reporting Persons, as a group, intend to file proxy material with
the SEC in order to conduct a solicitation to elect an alternate slate of the
Board of Directors of the Company. Three of the nominees of the group, Messrs.
Meyer, Fink and Biggs, are current members of the Board of the Company but
Messrs.
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 14 OF 21
Fink and Meyer were not on the slate chosen by the Company's Board. Mr. Biggs
was chosen as a nominee for the Company's current slate proposed to be elected
at its 2003 annual meeting of shareholders, but Mr. Biggs withdrew his name as
such a nominee through a letter dated April 14, 2003, which the Company
accepted, with regret, in a letter dated April 17, 2003. Copies of the two
referenced letters are attached hereto as Exhibits 5 and 6. In early April,
Harold E. Riley contacted several of the current Board members of the Company to
see if they would be interested in supporting an alternate slate to the Board of
Directors of the Company. On April 22, 2003, Messrs. Fink and Meyer delivered a
letter to the Company informing it of their opposition to the Company's proposed
slate of nominees to the Company's Board. The letter is attached hereto as
Exhibit 7.
The Reporting Persons intend continually to review the Company's
business affairs and financial position and future prospects, as well as
conditions in the securities markets and general economic and industrial
conditions. Based on such evaluation and review and other factors, the Reporting
Persons will continue to consider various alternative courses of action and will
in the future take such actions with respect to an investment in the Company as
they deem appropriate in light of the circumstances existing from time to time.
Such actions include seeking representation on the Board of Directors of the
Company, and may also include making recommendations to members of management
concerning various business strategies and other matters, seeking to acquire
control of the Company through a merger, proxy solicitation, tender offer,
exchange offer or otherwise, or such other actions as the Reporting Persons may
deem appropriate. Such actions may involve the purchase of common stock of the
Company or, alternatively, may involve the sale of all or a portion of the
common stock held by them in the open market or in privately negotiated
transactions to one or more purchasers. In addition, the Reporting Persons have
had and may continue to have discussions with management of the Company. These
discussions may involve a possible transaction between Citizens and the Company,
including Citizens acquiring control of the Company or potentially acquiring the
Company. Citizens continues to maintain an interest in acquiring the Company,
but would have to negotiate price terms and complete a detailed review of the
Company. The Reporting Persons or Citizens may, in the future, have influence
over the corporate activities of the Company, including activities such as those
described in subsections (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
Note: The percentages below are based on a total of 4,687,078 issued
and outstanding shares of the Company's common stock as reported in the
Company's Annual Report on Form 10-KSB for the Fiscal Year Ended December 31,
2002.
(a)-(b) Under the Proxies, Messrs. Harold E. Riley and Mark A. Oliver
have the right to vote 652,000 shares of common stock, which constitutes
approximately 13.9% of the Company's common stock. Each of the three Proxies
gives either Harold E. Riley or Mark A. Oliver the right to vote the number of
shares of common stock stated on the proxy until February 13, 2004. Both persons
may also be deemed to have shared voting power with respect to an additional
6,230 shares by virtue of the existence of the group filing this Schedule 13D.
Harold E. Riley and Mark A. Oliver disclaim beneficial ownership of these 6,230
shares.
Rick D. Riley has consented to act as a nominee in opposition to the
Company's proposed slate of directors in respect of the 2003 annual meeting of
shareholders. He has no direct or indirect ownership of the shares of the
Company's common stock, other than shared voting power of 658,230 shares of the
Company's common stock which may be attributed to him as a member of the group
filing this Schedule 13D. He disclaims beneficial ownership of such shares.
Citizens, Inc., as employer of Harold E. Riley, Rick D. Riley and Mark
A. Oliver, as well as the provider of funds for the proxy solicitation proposed
by the group filing this Schedule 13D, may be deemed to have shared voting power
of all shares held by the group, or 658,230 shares, or 14.0%, of the Company's
common stock issued and outstanding. It disclaims beneficial ownership of all
such shares.
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 15 OF 21
Mr. Meyer owns directly 456,000 shares of the Company's common stock as
a joint tenant with his spouse, or 9.7% of the Company's common stock issued and
outstanding. He and his wife have granted a proxy to Harold E. Riley and Mark A.
Oliver to vote such shares until February 13, 2004. Mr. Meyer and his spouse
have sole dispositive power with respect to such shares. All of the members of
the group filing this Scheduled 13D may be deemed to share voting power with
respect to 658,230 shares of the Company's common stock. Mr. Meyer disclaims
beneficial ownership of 202,230 of such shares, which are the shares not held of
record by he and his spouse.
Mr. Fink owns directly 125,000 shares of the Company's common stock as
a joint tenant with his spouse, or 2.7% of the Company's common stock issued and
outstanding. He and his wife have granted a proxy to Harold E. Riley and Mark A.
Oliver to vote such shares until February 13, 2004. Mr. Fink and his spouse have
sole dispositive power with respect to such shares. All of the members of the
group filing this Scheduled 13D may be deemed to share voting power with respect
to 658,230 shares of the Company's common stock. Mr. Fink disclaims beneficial
ownership of 533,230 of such shares, which are the shares not held of record by
he and his spouse.
Mr. Biggs owns through a trust of which he is trustee and a beneficiary
76,000 shares of the Company's common stock, or 1.6% of the Company's common
stock issued and outstanding. Through his trust he has granted a proxy to Harold
E. Riley and Mark A. Oliver to vote 71,000 shares until February 13, 2004. Mr.
Biggs may be deemed to have sole dispositive power with respect to 76,000 shares
of the Company's common stock. All of the members of the group filing this
Scheduled 13D may be deemed to 658,230 shares of the Company's common stock. Mr.
Biggs disclaims beneficial ownership of 582,230 of such shares, which are the
shares not held of record by he and his trust.
Mr. Ferrell owns solely 1,230 shares of the Company's common stock, or
less than 1% of the Company's common stock issued and outstanding. Mr. Ferrell
has sole dispositive power with respect to such shares. All of the members of
the group filing this Scheduled 13D may be deemed to share voting power with
respect to 658,230 shares of the Company's common stock. Mr. Ferrell disclaims
beneficial ownership of 657,000 of such shares, which are the shares not held of
record by him.
Mr. Viola does not own directly any shares of the Company's common
stock. All of the members of the group filing this Scheduled 13D may be deemed
to share voting power with respect to 658,230 shares of the Company's common
stock. Mr. Viola disclaims beneficial ownership of all of such shares.
A table of the deemed beneficial ownership of all of the persons in the
group filing this Schedule 13D is as follows:
Shared Sole Shared
Sole Voting Voting Dispositive Dispositive
Name Power Power Power Power
---- ----------- ------ ----------- -----------
Harold E. Riley -- 658,230 -- --
Mark A. Oliver -- 658,230 -- --
Rick D. Riley -- 658,230 -- --
Citizens, Inc. -- 658,230 -- --
Michael N. Fink -- 658,230 125,000 --
Rickie D. Meyer -- 658,230 456,000 --
Danny N. Biggs -- 658,230 76,000 --
Dean F. Ferrell -- 658,230 1,230 --
Roger K. Viola -- 658,230 -- --
(c) Although the Proxies were each dated March 13, 2003, they were not
delivered to Harold E. Riley and Mark A. Oliver until March 19, 2003. Except for
acquiring the Proxies, no Reporting Person
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 16 OF 21
has effected any transactions in the Company's Common Stock during the past 60
days, nor to the best of their knowledge, has any affiliate of any Reporting
Person effected any such transactions within the last 60 days.
(d) Although each Proxy gives Harold E. Riley and Mark A. Oliver the
right to vote the number of shares set forth below in Item 6 next to the
applicable shareholders' names, each shareholder retains the right to receive
any dividends on the Common Stock as well as any proceeds from sale of the
stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Each of the following shareholders of the Company has given a Proxy to
the Harold E. Riley and Mark A. Oliver with respect to the number of shares
indicated:
Number % of Shares
Names of Shareholders of Shares Outstanding
--------------------- --------- -----------
Michael N. Fink and
Michelle D. Fink, joint tenants 125,000 2.7%
Rickie D. Meyer and
Susan Kay Meyer, joint tenants 456,000 9.7%
Danny N. Biggs Revocable
Living Trust 71,000 1.5%
-------- ------
Total 652,000 13.9%
======== ======
The Reporting Persons have agreed to vote their shares for a
replacement slate of the Board of Directors at its upcoming annual meeting of
shareholders. The Reporting Persons are not aware of any other contracts,
arrangements, understandings or relationships with respect to any securities of
the Company which may be required to be disclosed under this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Proxy of Michael N. Fink and Michelle D. Fink (previously
filed)
2. Proxy of Rickie D. Meyer and Susan Kay Meyer (previously
filed)
3. Proxy of Danny N. Biggs Revocable Living Trust (previously
filed)
4. Group Agreement and Power of Attorney
5. Letter dated April 14, 2003, from Danny Biggs to Harland E.
Priddle
6. Letter dated April 17, 2003, from Harland E. Priddle to Danny
Biggs
7. Letter dated April 22, 2003, from Rickie D. Meyer and Michael
N. Fink to Harland E. Priddle
[SIGNATURE PAGE FOLLOWS]
AMENDMENT NO. 1 TO SCHEDULE 13D-FIRST AMERICAN CAPITAL CORPORATION PAGE 17 OF 21
SIGNATURES
Each Reporting Person, other than Mark A. Oliver, has delivered to Mr.
Oliver an Agreement and Power of Attorney, in the form attached hereto as
Exhibit 4, which, among other things, permits Mr. Oliver to sign this Amendment
No. 1 to Schedule 13D on behalf of each other Reporting Person.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 23, 2003
/s/ Mark A. Oliver /s/ Mark A. Oliver
---------------------------------- ------------------------------------
Harold E. Riley Rickie D. Meyer
By Mark A. Oliver, Attorney-in-Fact By Mark A. Oliver, Attorney-in-Fact
/s/ Mark A. Oliver /s/ Danny N. Biggs
---------------------------------- ------------------------------------
Rick D. Riley Danny N. Biggs
By Mark A. Oliver, Attorney-in-Fact By Mark A. Oliver, Attorney-in-Fact
/s/ Mark A. Oliver /s/ Mark A. Oliver
---------------------------------- ------------------------------------
Mark A. Oliver Dean F. Ferrell
By Mark A. Oliver, Attorney-in-Fact
/s/ Mark A. Oliver /s/ Mark A. Oliver
---------------------------------- ------------------------------------
Michael N. Fink Roger K. Viola
By Mark A. Oliver, Attorney-in-Fact By Mark A. Oliver, Attorney-in-Fact
CITIZENS, INC.
By: /s/ Mark A. Oliver
-------------------------------
Mark A. Oliver, President
EXHIBIT 4
AGREEMENT AND POWER OF ATTORNEY
Know all men by these presents, that the undersigned by these presents
does hereby make, constitute and appoint Mark A. Oliver and Michael N. Fink, and
each of them, as his true and lawful attorneys-in-fact to act in his name, place
and stead, in any way in which he could act, granting full power and authority
to them to do and perform every act and thing, as fully, to all intents and
purposes, as he might or could do, with respect to all matters in any way
relating to the preparation, execution, filing with the Securities and Exchange
Commission, mailing and other distribution of all proxy solicitation material
(as defined in the rules and regulations of the Securities and Exchange
Commission) and Schedule 13D, together with all amendments to any of the
foregoing, in connection with the solicitation of proxies from shareholders of
First American Capital Corporation (the "Company") to vote in favor of the
nomination and election as directors of the Company of any persons chosen by the
shareholders in opposition to management of the Company as of the record date of
shareholders entitled to vote at said meeting and to vote against the election
of any individuals chosen by management of the Company or any other person, firm
or entity, specifically approving the formation of the First American Committee
for Protection of Shareholder Value nominees to the board of directors of the
Company, as well as a group filing of a Schedule 13D of said Committee. This
document shall constitute my agreement in writing that a Schedule 13D will be
filed on behalf of each person and all persons who are part of a group formed to
nominate and elect persons in opposition to management of the Company.
This Agreement and Power of Attorney shall expire on December 31, 2003.
Dated: April 22, 2003
/s/ Harold E. Riley /s/ Rickie D. Meyer
---------------------------------- ------------------------------------
Harold E. Riley Rickie D. Meyer
/s/ Rick D. Riley /s/ Danny N. Biggs
---------------------------------- ------------------------------------
Rick D. Riley Danny N. Biggs
/s/ Mark A. Oliver /s/ Dean F. Ferrell
---------------------------------- ------------------------------------
Mark A. Oliver Dean F. Ferrell
/s/ Michael N. Fink /s/ Roger K. Viola
---------------------------------- ------------------------------------
Michael N. Fink Roger Viola
EXHIBIT 5
April 14, 2003
Harland E. Priddle
Chairman of the Board
First American Capital
1303 SW First American Pl.
Topeka, KS 66604
Dear Harland:
I am writing you to request that my name be removed as a nominee in the upcoming
election for the American Capital Corporation Board of Directors. With deep
regret, I will resign as director effective June 2, 2003, following the board
meeting.
I've been proud and honored for the opportunity to have served on this board.
Harland, I value our long-time friendship and my friendship with all the board
members. Unfortunately, we differ on how the company should proceed. As I have
always done, I will continue to work for what I feel are in the best interests
of all shareholders.
I wish all of you success and good health, and may this company enjoy success
and profitability in future years.
Sincerely,
/s/ Danny
-----------------------------
Danny Biggs
EXHIBIT 6
(FIRST AMERICAN CAPITAL LETTERHEAD)
April 17, 2003
Mr. Danny Biggs
2601 Cantebury
Great Bend, Kansas 67530
Dear Danny:
With regret, I received your letter asking for removal of your name from the
First American Capital Corporation as a nominee for the Board of Directors for
the election on June 2, 2003.
On behalf of the Board of Directors and First American Capital Corporation, we
extend our appreciation for your loyal support during your term as a member of
the Board of Directors. Your reputation and respect as a Kansas lender has been
very valuable to our company during these early years.
Sincerely,
/s/ Harland
------------------------------------
Harland E. Priddle
Chairman
EXHIBIT 7
April 22, 2003
Harland E. Priddle, Chairman
First American Capital Corporation
1303 S.W. First American Place
Topeka, Kansas 66604
Dear Harland:
Please be advised that each of the undersigned, as directors of First
American Capital Corporation ("First American"), intend to oppose the election
of the nominated slate of directors of First American voted upon at the meeting
of the Board on March 31, 2003. We intend to join others in forming a slate in
opposition to those nominated, and the proxy statement of First American will
need to be amended to reflect our opposition.
Very truly yours,
/s/ Rickie D. Meyer
------------------------------------
Rickie D. Meyer
/s/ Michael N. Fink
------------------------------------
Michael N. Fink
Hand delivered to Harland 4-22-03