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First American Capital's New President Developing Profitable Insurance Lines; Invigorated Board of Directors Standing For Election at June 2 Annual Meeting.


Business Editors

TOPEKA, Kan.--(BUSINESS WIRE)--May 14, 2003

First American First American may refer to:
  • First American (comics), A superhero from America's Best Comics
  • First American, a division of the now-defunction Bank of Credit and Commerce International.
 Capital Corporation, a regional life insurance company founded and financed by Kansans in 1996, announced today its new President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , Vincent L. Rocereto, is moving quickly to develop a more profitable product mix to build shareholder value.

"First American brought in a seasoned insurance professional to turn around the company this year after it reported two consecutive years of losses under the management of our former, part-time Chairman Michael N. Fink and President Rickie D. Meyer," said Harland E. Priddle, a founding director who was named Chairman of the Board in November 2002.

"We are very pleased Vince Rocereto, an insurance executive with more than 30 years experience, agreed to join the company in March 2003 as President and Chief Executive Officer," Priddle said. Rocereto previously served as Chairman and Chief Executive Officer of American Home For the American mortgage lender, see .
The American Home is a center of intercultural exchange located in Vladimir, Russia. The home is designed to model a typical American suburban home and its main focus is the ESL school that provides lessons for Russian students.
 Life Insurance Company, a company with $1 billion of insurance in force, headquartered in Topeka, Kansas This article is about the state capital of Kansas. For other uses, see Topeka (disambiguation).

Topeka is the capital of the U.S. state of Kansas and the county seat of Shawnee County, which is named after the Shawnee Indians.
 where he began his career as a field agent.

"Vince Rocereto is making good progress working with our team of professionals to develop a portfolio of insurance products that will address the needs of current and future policy holders," Priddle noted. "We also expect these products will be highly profitable."

NEW DIRECTOR STRENGTHENS EXPERIENCED BOARD

"The appointment of Thomas M. Fogt of Overland Park, Kansas Overland Park is the second most populous city in the U.S. state of Kansas. It is located in Johnson County, a satellite city of Kansas City, and is near Olathe, Lenexa, Prairie Village and Leawood. In 2006, the estimated population is 167,500.  as a director brings additional expertise to First American's Board," Priddle said. "Tom offers the company valuable expertise in acquisitions and other business-related transactions gained as Vice President for Corporate Development at AmerUs Annuity Group, a $10 billion insurance company."

Priddle noted that First American's directors are successful and highly respected business leaders who have extensive entrepreneurial and small business experience in a range of diverse industries, including insurance, banking, agribusiness, media management, and real estate.

Management's nominees for election to First American's Board of Directors are:

Paul E. "Bud" Burke, Jr. of Lawrence, Kansas Lawrence, Kansas

Union stronghold where Quantrill’s Confederate band killed more than 150 people (1863). [Am. Hist.: EB, VIII: 338]

See : Massacre
 is the President of Issues Management Group Inc. He is a former Kansas State Senator Noun 1. state senator - a member of a state senate
senator - a member of a senate
 and Past President of the Kansas Senate The Kansas Senate is the upper house of the Kansas Legislature, the state legislature of the U.S. State of Kansas. It is composed of 40 Senators representing an equal amount of districts, each with a population of at least 60,000 inhabitants. .

Edward C. Carter of Lawrence, Kansas is an entrepreneur, real estate developer, retired Southwestern Bell
For information on the holding company Southwestern Bell Corporation, later SBC Communications, Inc., and now AT&T Inc., see AT&T.


Southwestern Bell Telephone, L.P.
 executive, and former Mayor of Lawrence, Kansas.

Thomas M. Fogt of Overland Park, Kansas is Vice President for Corporate Development at the AmerUs Annuity Group.

Kenneth L. Frahm of Colby, Kansas Colby, advertised as "The Oasis on the Plains", is the county seatGR6 and largest city in Thomas County, Kansas, United States, with a total population of 5,450 as of the 2000 census.  is an agribusiness leader who has been farming his land since 1975.

Stephen J. Irsik, Jr. of Ingalls, Kansas Ingalls is a city in Gray County, Kansas, United States. The population was 328 at the 2000 census. Geography
Ingalls is located at  (37.829932, -100.453844)GR1.
 is an entrepreneur and agribusiness owner.

John G. Montgomery of Junction City, Kansas Junction City is a city in Geary County, Kansas, United States. The population was 18,886 at the 2000 census. It is the county seat of Geary CountyGR6. Fort Riley, a major U.S. Army post, is nearby.  is President of Montgomery Communications, owner of television stations and newspapers.

Harland E. Priddle of Haven, Kansas Haven, established in 1886, is a city in Reno County, Kansas, United States. The population was 1,175 at the 2000 census. Geography
Haven is located at  (37.902306, -97.780957)GR1.
 is Chairman and Secretary/Treasurer of First American Capital Corporation. He served as Kansas Secretary of Commerce and Secretary of Agriculture after retiring as a U. S. Air Force Colonel.

Gary E. Yager, of Topeka, Kansas is the Vice Chairman of Western National Bank in Topeka.

"First American's directors have the business acumen and experience to set the company on course for sustained growth and profitability." Priddle said, "Each of our nominees is a highly respected, proven leader in his industry who cares about the future well-being of our policy holders, dedicated employees, and thousands of individual shareholders."

OUSTED EXECUTIVES LAUNCHING PROXY CONTEST Proxy contest

A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights.
 

A dissident shareholder group funded by Citizens, Inc. (NYSE NYSE

See: New York Stock Exchange
:CIA CIA: see Central Intelligence Agency.


(1) (Confidentiality Integrity Authentication) The three important concerns with regards to information security. Encryption is used to provide confidentiality (privacy, secrecy).
), an insurance holding company in Austin, Texas, has nominated themselves for election as First American Capital's Board of Directors and has begun soliciting proxies.

"It appears Michael Fink and Rickie Meyer joined forces with Citizens, Inc. to seize control of First American after their contracts were not renewed in November 2002 and February 2003, respectively, following two years of losses and a significant reduction in shareholder value," Priddle noted.

"Citizens, Inc. has approached our Board twice since December 2002 seeking to buy our company, not for cash, but through the exchange of Citizens' stock for First American stock," Priddle said.

"Citizens denied our Board's repeated requests to provide a 'market check', which would have given us the opportunity to independently test Citizens' offer to see if it was, in fact, the best possible offer," Priddle stated.

"We don't believe any of our shareholders would sell their house without knowing its fair market value and we wouldn't sell our company without knowing it either," Priddle added.

"Since Citizens rejected our request for a market check provision on both occasions, we could only conclude Citizens' offers were not in the best financial interest of First American's shareholders," Priddle said.

"As far as we can tell, the big winners, had we accepted Citizens' proposal, would have been Citizens, Fink and Meyer, along with the few who purchased Founders Shares in 1996 at 10 cents per share Cents per share

The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned.
," Priddle noted. "Most of First American's Board of Directors also own Founders Shares, but we could not abandon our duty to the majority of the company's shareholders in pursuit of personal financial rewards."

"The vast majority of our shareholders would have realized an immediate, paper loss of 30 percent or more on their initial investment had we accepted Citizens' proposal," Priddle said.

WE BELIEVE THE TRUE INTENTIONS OF THE DISSIDENTS ARE CLEAR

"The Management and Board of Directors of First American Capital Corporation do not believe the dissident group financed by Citizens, Inc. is fully informing First American's shareholders of their true intentions," Priddle added. "We believe the intentions of Citizens, Inc. are clear, they are attempting to force the sale of First American to them on their terms and conditions."

Management will be providing additional facts to First American's shareholders in the days ahead and encouraging them to vote Management's Blue Proxy Card to elect Management's slate of nominees to the Board of Directors of First American Capital Corporation.

"Once our shareholders have the opportunity to learn the facts, we believe they will discover the dissident's true intentions are not in the best financial interests of First American's shareholders," Priddle said.

First American Capital Corporation's annual meeting of shareholders is scheduled to be held at 11:00 a.m. CDT CDT
abbr.
Central Daylight Time


CDT Central Daylight Time

CDT n abbr (US) (= Central Daylight Time) → hora de verano del centro;
(BRIT
 at the Holiday Inn West in Topeka, Kansas on Monday June 2, 2003.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

Statements in this release that are not historical are forward-looking statements, including statements regarding First American's beliefs, expectations, hopes or intentions regarding the future. It is important to note that actual outcomes and First American's actual results could differ materially from forward-looking statements. First American assumes no obligation to update any forward-looking statement.

Proxy Solicitation Disclosure

First American filed with the Securities and Exchange Commission a definitive proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 relating to the solicitation of proxies with respect to the First American 2003 Annual Meeting of Shareholders. First American may file other proxy solicitation materials with the Commission. Security holders are urged to read the proxy statement and any other proxy solicitation materials (when they become available) because they contain important information. First American and its slate of directors to be elected at the 2003 Annual Meeting of Shareholders and certain of executive officers of First American may be deemed to be participants in the solicitation of proxies with respect to electing the Board of Directors of First American at the 2003 Annual Meeting of Shareholders. Additional information concerning the beneficial ownership of those executive officers and the First American slate of directors of First American common stock is set forward in the definitive proxy statement filed by First American with the Commission.

Proxy Statement Available

Shareholders may obtain a free copy of the definitive proxy statement and other documents filed by First American with the Commission at the Commission's website at http:\\www.sec.gov. In addition, you may obtain a free copy of the definitive proxy statement by contacting Allen Nelson & Co., Incorporated toll-free at 1/800-932-0181.
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Publication:Business Wire
Geographic Code:1USA
Date:May 14, 2003
Words:1292
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