SCHEDULE 14(A) INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. _)
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[ ]Preliminary Proxy Statement
[ ]Definitive Proxy Statement [ ] Confidential, for Use of the
[X]Definitive Additional Materials Commission only (as
[ ]Soliciting Material Under Rule 14a - 12 permitted by Rule 14a-6(e)(2))
FIRST AMERICAN CAPITAL CORPORATION
Attn: Harland Priddle, Chairman
1303 S.W. First American Place
Topeka, Kansas 66604
Phone: 785/267-7077
with a copy to William Schutte, Esq.
Polsinelli, Shalton & Welte, P.C.
6201 College Boulevard, Suite 500
Overland Park, Kansas 66211
Phone: 913/451-8788
(Name of Registrant as Specified in Its Charter)
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FOR IMMEDIATE RELEASE
CONTACT:
Harland E. Priddle, Chairman
First American Capital Corporation
785/267-7077 or 620/664-3304
FIRST AMERICAN CAPITAL RELEASES FULL TEXT OF
INSURANCE DEPARTMENT LETTER
Topeka, Kansas - May 29, 2003 - First American Capital Corporation
previously disclosed, on May 23, 2003, that the Office of the Kansas
Commissioner of Insurance had restricted the voting of white proxies
gathered by a dissident group of shareholders being financed by Citizens,
Inc. of Austin, Texas, in connection with the election of dissident nominees
to First American Capital's Board of Directors. Today, First American
Capital releases the full text of the Insurance Commissioner's letter.
(See attachment.)
First American Capital understands that the Citizens Group has subsequently
requested that the Kansas Insurance Department allow it to vote its white
proxies at the June 2, 2003 meeting. In the alternative, the Citizens Group
has asked that its white proxies to be certified at the meeting without the
votes being counted until and unless the Kansas Insurance Commissioner
approves the regulatory filing of the Citizens Group or to be voted and
counted on a vote to adjourn the June 2nd meeting to a later time. If
the Kansas Insurance Department determines any of these requests to be
meritorious, the Citizens Group may be able to vote its proxies for all
or limited purposes at the June 2nd meeting.
MANAGEMENT OF FIRST AMERICAN CAPITAL URGES EVERY SHAREHOLDER TO SUPPORT
MANAGEMENT BY VOTING FOR MANAGEMENT'S NOMINEES ON THE BLUE PROXY CARD
AND MAILING IT TODAY TO UMB BANK.
Attachment
KANSAS INSURANCE DEPARTMENT
May 23, 2003
John C. Frieden
Frieden, Haynes & Forbes
555 South Kansas Avenue, Suite 303
P. O. Box 639
Topeka, KS 66601-0639
Fax # 232-5841
William W. Sneed
Polsinelli, Shalton & Welte
555 Kansas Avenue, Suite 301
Topeka, KS 66603-3443
Fax #233-1939
Re: Annual Meeting of Shareholders of First American Capital Corporation
June 2, 2003 - Objection of KID to the voting proxies
Dear Counsel:
On May 21, 2003, Kevin Fowler of Frieden, Haynes & Forbes, acting on behalf
of Harold E. Riley, Mark A. Oliver and Citizens, Inc., had delivered to the
Kansas Insurance Department the documents which completed the Form A
Statement of Riley, Oliver and Citizens, Inc. seeking approval to vote
proxies in favor of an alternate slate of directors of First American
Capital Corporation at the above referenced shareholders meeting. The
Department now considers the Form A filed, but at this time has not
approved, nor decided to deny, the same.
Several hours prior to the delivery of the Form A documents, an individual
delivered to employees of the Department documents which raise questions
regarding the plans of Riley, Oliver and Citizens, Inc. in making changes
in management, as well as the competence, experience and integrity of
those persons (not Riley, Oliver or Citizens, Inc.) who would control
the operation of the First American under their plan.
On that basis, two examiners were sent to the home office of First
American to examine the financial records of the company. No conclusions
yet have been reached, however, sufficient information has been recovered
to lead the Department to the conclusion that further investigation is
needed. It is hoped that this examination can be completed by next week.
Given the above, as well as the statutory notice time lines, a hearing,
if a hearing is required on the Form A of Riley, Oliver and Citizens,
Inc., would not be practical prior to June 2, 2002. It is hoped that
by next week, sufficient information will be available to determine if
a hearing is needed. If it is determined that a hearing is needed, one
will be scheduled.
As to the voting of the proxies gathered by or on behalf of Riley, Oliver
and Citizens, Inc., it appears to the commissioner that the use of any of
these proxies would be a violation of the Kansas Insurance Holding
Companies Act. She objects to their use, in any manner whatsoever.
If any of these proxies are used at the upcoming shareholders meeting
she will take appropriate action which may include the filing of a suit
in the Shawnee County District Court, the seizure of the proxies and
the invalidation of any actions resulting from the use of the proxies.
Finally, the Commissioner of Insurance will consider the use of Riley,
Oliver and Citizens, Inc. proxies a knowing and willful violation of
the Act.
Sincerely,
Robert (Bob) Tomlinson
Assistant Commissioner of Insurance