Additional Proxy Soliciting Materials (definitive) (defa14a)
April 01 2019 - 11:58AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 1, 2019
1347
PROPERTY INSURANCE HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36366
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46-1119100
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1511
N. Westshore Blvd., Suite 870, Tampa, FL 33607
(Address of principal executive offices, including Zip Code)
(813)
579-6213
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[X]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark weather the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01 Other Events.
1347
Property Insurance Holdings, Inc., a Delaware corporation (the “Company”), intends to hold a special meeting of stockholders
on June 10, 2019. At the special meeting, the Company’s stockholders as of the close of business on April 18, 2019 (the
“record date”), will be asked to consider and vote on a proposal to approve the Equity Purchase Agreement, dated as
of February 25, 2019, by and among FedNat Holding Company, a Florida corporation, on the one hand, and the Company, Maison Insurance
Company, a Louisiana corporation (“Maison”), Maison Managers Inc., a Delaware corporation (“MMI”), and
ClaimCor, LLC, a Florida limited liability company (“ClaimCor”), on the other hand (the “Purchase Agreement”),
and the transactions contemplated therein, including the sale by the Company of all of the issued and outstanding equity of Maison,
MMI and ClaimCor, which constitutes the sale of substantially all of the Company’s assets, for the price, and on the terms
and conditions, set forth in the Purchase Agreement, and certain related matters.
Forward-Looking
Statements
Certain
statements made in this Current Report on Form 8-K (this “Current Report”) are not based on historical facts, but
are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as “anticipate,”
“believe,” “continue,” “can,” “could,” “estimate,” “expect,”
“evaluate,” “forecast,” “guidance,” “intend,” “likely,” “may,”
“might,” “outlook,” “plan,” “potential,” “predict,” “probable,”
“project,” “seek,” “should,” “view,” or “will,” or the negative thereof
or other variations thereon or comparable terminology. These statements reflect the Company’s reasonable judgment with respect
to future events and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from
those in the forward-looking statements.
Such
risks and uncertainties include risks or disruptions to the Company’s business as a result of the proposed sale of three
of the Company’s subsidiaries, which constitutes the sale of substantially all of the Company’s assets (the “Asset
Sale”); the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase
Agreement governing the terms of the Asset Sale; an inability to complete the Asset Sale due to a failure to obtain the approval
of the Company’s stockholders or a failure of any condition to the closing of the Asset Sale to be satisfied or waived by
the applicable party; the extent of, and the time necessary to obtain, the regulatory approvals required for the Asset Sale; the
Company’s ability to spend or invest the net proceeds from the Asset Sale in a manner that yields a favorable return; potential
conflicts of interest of certain of the Company’s executive officers in the Asset Sale; the outcome of any litigation that
the Company may become subject to relating to the Asset Sale; an increase in the amount of costs, fees and expenses and other
charges related to the Purchase Agreement or the Asset Sale; risks arising from the diversion of management’s attention
from the Company’s ongoing business operations; a decline in the market price for the Company’s common stock if the
Asset Sale is not completed; a lack of alternative potential transactions if the Asset Sale is not completed; volatility or decline
of the shares of FedNat Holding Company common stock to be received by us as consideration in the Asset Sale or limitations on
the Company’s ability to sell or otherwise dispose of such shares; risks of being a minority stockholder of FedNat Holding
Company if the Asset Sale is completed; disruptions in the Company’s operations from the Asset Sale that prevent the Company
from realizing intended benefits of the Asset Sale; risks associated with the Company’s inability to identify and realize
business opportunities, and undertaking of any new such opportunities, following the Asset Sale; the Company’s inability
to execute on the Company’s reinsurance, investment and investment management strategy; potential loss of value of investments;
risk of becoming an investment company; risks of being unable to attract and retain qualified management and personnel to implement
and execute on the Company’s growth strategy following completion of the Asset Sale; and risks of the Company’s inability
to continue to satisfy the continued listing standards of the Nasdaq Stock Market following completion of the Asset Sale.
Any
forward-looking statement speaks only as of the date of this Current Report and the Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new developments or otherwise.
Additional
Information and Where to Find It
In
connection with the Asset Sale, the Company intends to file with the Securities and Exchange Commission (the “SEC”)
and furnish to the Company’s stockholders a definitive proxy statement and other relevant documents pertaining to the Asset
Sale. Stockholders of the Company are urged to read the definitive proxy statement and other relevant documents carefully and
in their entirety when they become available because they will contain important information about the Asset Sale. Stockholders
of the Company may obtain the proxy statement and other relevant documents filed with the SEC (once they are available) free of
charge at the SEC’s website at www.sec.gov or by directing a request to Alliance Advisors LLC, our proxy solicitor, 200
Broadacres Drive, 3rd Floor, Bloomfield, NJ 07003, toll-free at 844-876-6187.
Participants
in the Solicitation
The
directors, executive officers and certain other members of management and employees of the Company may be deemed “participants”
in the solicitation of proxies from stockholders of the Company in favor of the Asset Sale. Information regarding the persons
who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection
with the Asset Sale is set forth in the proxy statement and the other relevant documents to be filed by the Company with the SEC.
You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, its preliminary proxy statement filed in connection with the Asset Sale, and in subsequent
Section 16 reports.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
April 1, 2019
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1347 PROPERTY INSURANCE HOLDINGS, INC.
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By:
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/s/
John S. Hill
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John
S. Hill
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Chief
Financial Officer
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