- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
28 Abril 2009 - 4:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
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1934
(Amendment
No. )
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Preliminary
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Definitive
Proxy Statement
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Definitive
Additional Materials
o
Soliciting
Material Under Rule 14a-12
Specialty
Underwriters' Alliance,
Inc.
|
(Name
of Registrant as Specified in Its Charter)
|
|
Hallmark
Financial Services, Inc.
American
Hallmark Insurance Company of Texas
Hallmark
Specialty Insurance Company
Mark E. Schwarz
C.
Gregory Peters
Mark
E. Pape
Robert
M. Fishman
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
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of Filing Fee (Check the appropriate box):
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On April
28, 2009, Hallmark Financial Services, Inc. issued the following press
release:
HALLMARK
REITERATES THE NEED FOR CHANGE AT SPECIALTY UNDERWRITERS’
Urges
Stockholders to Elect Hallmark’s Seasoned, Insurance Experienced Slate of
Independent Director Nominees in Responding to Additional Proxy Advisory
Report
FORT
WORTH, Texas, April 28, 2009 (GLOBE NEWSWIRE) -- Hallmark Financial Services,
Inc. (NASDAQ:HALL) today reiterated the need for change at Specialty
Underwriters’ Alliance, Inc. (NASDAQ: SUAI). Hallmark urged
stockholders to vote the GOLD proxy card for the election of its seasoned,
insurance experienced slate of independent nominees, C. Gregory Peters, Mark E.
Pape and Robert M. Fishman, at SUAI’s upcoming Annual Meeting of Stockholders to
be held next Tuesday, May 5, 2009. SUAI stockholders are urged to
visit
www.SUAItownhall.com
for additional information regarding the upcoming election, including
biographies of Hallmark’s three independent Board nominees.
In
response to an additional proxy advisory report trumpeted by SUAI, Hallmark
notes the report states:
·
|
The
appeal of the Hallmark campaign is the apparent quality of the nominees,
who appear to be not only knowledgeable about the industry but
intellectually engaged with SUAI’s challenges and opportunities for
growth.
|
·
|
They
are well-chosen nominees with clearly deep experience in the
industry.
|
In
addition to extolling the experience and qualifications of Hallmark’s nominees,
Hallmark believes that the Proxy Governance report did a credible job of
summarizing the dissident’s view of the challenges facing SUAI, which Hallmark
strongly believes is supported by the complete set of facts:
·
|
SUAI
strikingly undiversified in lines of business – workers’ compensation and
commercial automobile accounted for 78% of 2008 gross premium
written
|
·
|
Expense
ratio significantly higher than industry average for each of the past four
years
|
·
|
Fronting
relationships with “A” rated insurance companies leave very little
economics left over for SUAI shareholders after fees are
paid
|
·
|
Operating
challenges exacerbated by governance issues which have allowed the board
to act against the best interests of
shareholders.
|
Proxy
Governance notes in its report that Hallmark believes the incumbent directors
have presided over a failure to create stockholder value since SUAI’s 2004
IPO. Hallmark has no additional comment other than to refer
stockholders to its proxy materials, which highlight a cumulative stockholder
return since SUAI’s IPO through December 31, 2008 of
negative 72%
, annual
growth in book value per share for the five-year period ended December 31, 2008
of a
paltry
1.6%
, and, as shown below,
cumulative net income from
inception of only $2.2 million
, and only a
single-digit
return-on-equity
in the best of years. (In contrast, Proxy Governance
explains that SUAI management believes that the company’s performance since its
IPO has been “sufficiently solid”.) Hallmark is unaware of any
plan put forth or actions taken by the incumbent SUAI board that Hallmark
believes has any realistic prospect of improving these results in the
future.
(Dollars
in thousands)
|
|
|
Year
|
Net
Income
|
Shareholders'
Equity
|
Return
on
Equity
|
2004
|
(8,155)
|
118,930
|
-6.9%
|
2005
|
(17,996)
|
100,815
|
-17.9%
|
2006
|
8,408
|
113,982
|
7.4%
|
2007
|
12,589
|
131,137
|
9.6%
|
2008
|
7,425
|
136,289
|
5.4%
|
Total
|
2,271
|
|
|
|
|
|
|
Average
|
454
|
120,231
|
0.4%
|
Hallmark
urges all stockholders to vote promptly and to discard any proxy materials they
may receive from management. If stockholders have returned management's white
proxy card, they can change their vote by executing the GOLD proxy card. If
stockholders have any questions, or need assistance in voting the GOLD proxy
card, they can call Hallmark’s proxy solicitor, MacKenzie Partners, Inc.,
toll-free at (800) 322-2885 or (212) 929-5500 (call collect).
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