Hallmark Financial Services, Inc. Announces Shareholder Rights Offering
11 Abril 2005 - 6:05PM
PR Newswire (US)
Hallmark Financial Services, Inc. Announces Shareholder Rights
Offering FORT WORTH, Texas, April 11 /PRNewswire-FirstCall/ --
Hallmark Financial Services, Inc. (AMEX:HAF.EC) today announced the
distribution to its shareholders of subscription rights to purchase
an aggregate of 50,000,000 additional shares of common stock of the
Company. Hallmark also announced that it has filed a registration
statement with the Securities and Exchange Commission relating to
the shareholder rights offering. Upon the effectiveness of the
registration statement, the Company will distribute to its
shareholders of record as of April 20, 2005, non-transferable
rights containing a basic subscription privilege and an
over-subscription privilege. The basic subscription privilege
entitles a shareholder to purchase 1.37 shares of Hallmark common
stock for each share of the common stock owned as of the record
date. If all shareholders do not fully exercise their basic
subscription rights, the over-subscription privilege entitles
shareholders who have fully exercised their basic subscription
right to purchase additional shares on a pro rata basis. Hallmark
anticipates that the rights offering will begin promptly following
the effectiveness of the registration statement filed with the SEC
and will continue for thirty days thereafter. "The purpose of the
rights offering is to strengthen the financial condition and
underwriting capacity of the Company sufficiently to enhance the
structure and broaden the scope of its operations," stated Mark E.
Schwarz, Hallmark's President and Chief Executive Officer.
"Hallmark has initiated the regulatory process necessary to
consolidate the underwriting of all of its non-standard automobile
insurance into one insurance subsidiary and to convert its other
personal lines insurance subsidiary to a commercial lines insurance
carrier," Mr. Schwarz continued. Hallmark's Chief Financial
Officer, Mark J. Morrison, stated, "The $45.0 million in new equity
capital expected to be raised in the rights offering, together with
$30.0 million in proceeds from new debt sought to be obtained, will
be used as working capital for the Company's business and general
corporate purposes. The Company believes that the infusion of this
additional working capital and realignment of its insurance
operations will allow it to write and retain additional personal
lines business, permit it to directly write commercial lines
business presently being sold as agent for a third party insurer,
and enable both insurance subsidiaries to achieve more favorable
financial strength ratings from our rating agencies." Neither
Hallmark, its board of directors, nor any committee of the board of
directors is making any recommendation to shareholders as to
whether to exercise their subscription rights. Further information
regarding the rights offering, including the process for exercising
subscription rights, will be communicated after the registration
statement filed with the SEC becomes effective. When available, a
written prospectus may be obtained by contacting Hallmark Financial
Services, Inc., 777 Main Street, Suite 1000, Fort Worth, Texas
76102, Attention: Investor Relations. The registration statement
filed with the SEC relating to these securities has not yet become
effective. These securities may not be sold and offers may not be
accepted prior to the time the registration statement becomes
effective. The rights offering will only be made by means of
prospectus. This press release does not constitute an offer to sell
or the solicitation of an offer to buy these securities, and there
will not be any sale of these securities in any state in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under securities laws of such state.
Hallmark Financial Services, Inc. engages primarily in the sale of
property and casualty insurance products. The Company's business
involves marketing and underwriting of non-standard personal
automobile insurance primarily in Texas, Arizona and New Mexico,
marketing commercial insurance primarily in Texas, New Mexico,
Idaho, Oregon and Washington, third party claims administration,
and other insurance related services. The Company is headquartered
in Fort Worth, Texas, and its common stock is listed on the
American Stock Exchange under the symbol "HAF.EC". Forward-looking
statements in this release are made pursuant to the "safe harbor"
provisions of the Private Securities Litigation Act of 1995.
Investors are cautioned that actual results may differ
substantially from such forward-looking statements. Forward-looking
statements involve risks and uncertainties including, but not
limited to, continued acceptance of the Company's products and
services in the marketplace, competitive factors, interest rate
trends, the availability of financing, underwriting loss experience
and other risks detailed from time to time in the Company's
registration statement and periodic reports filed with the
Securities and Exchange Commission. For further information, please
contact: Mark J. Morrison, Chief Financial Officer 817.348.1600
http://www.hallmarkgrp.com/ DATASOURCE: Hallmark Financial
Services, Inc. CONTACT: Mark J. Morrison, Chief Financial Officer
of Hallmark Financial Services, Inc., +1-817-348-1600 Web site:
http://www.hallmarkgrp.com/
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