Hallmark Financial Services Files Preliminary Proxy Statement to Elect its Nominees to the Board of Directors of Specialty Under
March 18 2009 - 9:09AM
PR Newswire (US)
FORT WORTH, Texas, March 18 /PRNewswire-FirstCall/ -- Hallmark
Financial Services, Inc. (NASDAQ:HALL) announced today that it has
filed with the U.S. Securities and Exchange Commission a
preliminary proxy statement in connection with its nomination of
independent directors to replace three members of the board of
directors of Specialty Underwriters' Alliance, Inc. (NASDAQ:SUAI)
at SUAI's 2009 Annual Meeting of Stockholders to be held on May 5,
2009. Hallmark's three nominees are Robert M. Fishman, Mark E. Pape
and C. Gregory Peters. As the second largest stockholder in SUAI,
Hallmark strongly believes there is a need for improved governance
and stockholder representation on the board of SUAI. Hallmark
believes that the interests of all SUAI stockholders would benefit
from its highly qualified, truly independent director nominees that
possess a wealth of property and casualty insurance industry
expertise. Hallmark beneficially owns approximately 9.9% of SUAI's
outstanding common stock. Background As previously disclosed, on
June 16, 2008, Hallmark delivered to SUAI's board of directors a
proposal to acquire SUAI in a stock-for-stock transaction (the
"Proposal"). SUAI responded through a public announcement on June
26, 2008 that its board of directors had unanimously rejected the
Proposal. On July 1, 2008, Hallmark then delivered to SUAI's board
of directors a letter reaffirming the Proposal (the "July 1
Letter"). In the July 1 Letter, Hallmark stated that it was
committed to its Proposal and strongly believed that the Proposal
offered significant and compelling benefits to SUAI's stockholders,
and reiterated that its senior management stood ready to meet with
the members of the SUAI board and answer any questions concerning
the Proposal. Copies of each of the Proposal and the July 1 Letter
are exhibits to Hallmark's Schedule 13D/A for SUAI filed on July 1,
2008 and can be obtained on the SEC's website at
http://www.sec.gov/. For each of the Proposal and the July 1
Letter, the offer price in Hallmark stock in the proposed
transaction represented a substantial premium to the then most
recent closing price of SUAI common stock as well as its 30 day
trailing average price. Nevertheless, on July 2, 2008, SUAI
publicly reaffirmed its rejection of Hallmark's proposal. Then, on
August 5, 2008, SUAI's board proceeded to adopt certain "defensive"
amendments to the company's bylaws, including bylaws eliminating
stockholders' rights to fill vacancies on the board and to call
special meetings and adding advance notice provisions for board
nominations by stockholders. The bylaw amendments were disclosed
concurrently with the disclosure of the complete terms of new
employment and change of control agreements which provide for the
payment of substantial sums to SUAI executives in the event they
depart the company in certain circumstances, including following a
change of control of SUAI. The Hallmark Nominees C. Gregory Peters
served as Senior Vice President, Equity Research at Raymond James
and Associates from November 1999 through June 2007, where Mr.
Peters was responsible for launching Raymond James' sell-side
research practice for the insurance industry and served as its lead
analyst for property and casualty companies. Mark E. Pape served as
Executive Vice President and Chief Financial Officer at Affirmative
Insurance Holdings, Inc. from November 2005 through December 2007
and served on Affirmative's Board of Directors from July 2004
through November 2005. Mr. Pape also held positions at Torchmark
Corporation and American Income Holding, Inc. Robert M. Fishman
served as Managing Director of Southwest Insurance Partners, Inc.
in 2008 and, from November 2006 through May 2007, was the Chief
Executive Officer and President of United America Indemnity Ltd.
Mr. Fishman also held senior positions at ARAG NA and Zurich
Financial Services. Additional Information Concerning Participants
Hallmark, together with the other Participants (as defined below),
HAS MADE A preliminary filing with the Securities and Exchange
Commission ("SEC") of a proxy statement and accompanying proxy card
to be used to solicit votes for the election of its slate of
director nominees at the 2009 Annual Meeting of Stockholders of
SUAI. Hallmark strongly advises all SUAI stockholders to read the
proxy statement because it will contain important information. Such
proxy statement IS available at no charge on the SEC's website at
http://www.sec.gov/. In addition, the Participants in the
solicitation will provide copies of the proxy statement without
charge upon request. Requests for copies should be directed to the
Participants' proxy solicitor. The Participants in the proxy
solicitation are Hallmark Financial Services, Inc., American
Hallmark Insurance Company of Texas ("AHIC"), Hallmark Specialty
Insurance Company ("HSIC"), C. Gregory Peters, Mark E. Pape and
Robert M. Fishman (collectively, the "Participants"). Information
about the Participants ARE set forth in the proxy statement filed
by Hallmark with the SEC. Hallmark may be deemed to beneficially
own 1,429,615 shares of common stock of SUAI, representing
approximately 9.9% of the outstanding shares of common stock, as
follows: (i) 21,000 shares of common Stock are owned directly by
Hallmark, (ii) 1,308,615 shares of common stock are owned directly
by ahic and (iii) 100,000 shares of common stock are owned directly
by HSIC. As their parent company, Hallmark may be deemed to
beneficially own the shares of common stock owned by AHIC and HSIC.
Currently, Messrs. Peters, Pape and Fishman do not directly own any
securities of SUAI. As members of a "group" for the purposes of
Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as
amended, each of the Participants may be deemed to beneficially own
the 1,429,615 shares beneficially owned by Hallmark. each of the
participants disclaims beneficial ownership of the shares he/it
does not directly own. DATASOURCE: Hallmark Financial Services,
Inc. CONTACT: Dan Sullivan, of MacKenzie Partners, Inc. for
Hallmark Financial Services, Inc., +1-212-929-5940
Copyright
Specialty Underwriters Alliance (NASDAQ:SUAI)
Historical Stock Chart
From Jun 2024 to Jul 2024
Specialty Underwriters Alliance (NASDAQ:SUAI)
Historical Stock Chart
From Jul 2023 to Jul 2024