- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 27 2009 - 4:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Specialty
Underwriters Alliance, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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Date Filed:
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On April 27, 2009, Specialty Underwriters Alliance, Inc. (SUA) issued the following press
release, which was also posted to the website
http://ir.suainsurance.com/proxy.cfm.
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FOR FURTHER INFORMATION:
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Specialty Underwriters Alliance, Inc.
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Financial Relations Board
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Scott Goodreau
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Leslie Loyet
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(888) 782-4672
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(312) 640-6672
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sgoodreau@suainsurance.com
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lloyet@mww.com
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FOR IMMEDIATE RELEASE
MONDAY, APRIL
27, 2009
SPECIALTY UNDERWRITERS ALLIANCE, INC.
HIGHLIGHTS NEW REASONS WHY STOCKHOLDERS
SHOULD REJECT HALLMARK BOARD SLATE
CHICAGO April 27, 2009 Specialty Underwriters Alliance, Inc. (NASDAQ: SUAI) (SUA or the
Company)
announced today that the Company is currently distributing a letter to stockholders in
response to the proxy contest being waged by Hallmark Financial Services, Inc.
The text of the letter can be seen below:
April 27, 2009
Dear Stockholder:
Specialty Underwriters Alliance, Inc.s annual stockholders meeting on May 5, 2009 is fast
approaching, and we urge you to immediately
vote
the enclosed
White Proxy Card
to re-elect your
Board of Directors.
SUAS BOARD ALWAYS HAS AND ALWAYS WILL WORK TOWARD CREATING STOCKHOLDER VALUE INCLUDING PURSUING
STRATEGIC ALTERNATIVES IF THEY MAKE SENSE FOR
ALL STOCKHOLDERS
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Your
Current Board
Is
Focused
on
Generating Value for All Stockholders
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SUAs Strategic Review Committee (comprised of three independent Board members with
extensive M&A and industry experience) proactively considers all strategic alternatives for
SUA,
including whether a sale or merger will best increase stockholder value as compared to
organic growth.
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ü
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Your Board believes that any sale or merger transaction should recognize the long-term
potential of the SUA business platform.
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ü
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Not one of the independent proxy advisory firms
that reviewed this proxy contest
concluded that your Board responded to Hallmarks offer inappropriately.
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ü
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Every stockholder the company visited after the Hallmark offer stated that the companys
Board took the right action in rejecting the offer.
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ü
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SUA listens to its stockholders and is always accessible to you through a variety of
avenues, including road shows and phone calls after every earnings release.
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ü
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SUAs stock price has beaten the S&P Insurance Index since the beginning of 2006 and has
outperformed Hallmarks stock
since Hallmark put forward its all share offer in June 2008.
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ü
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Your Board has
extensive insurance, reinsurance, investment banking, financial,
corporate governance and legal experience.
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ü
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SUAs Corporate Governance Quotient (CGQ) is better than 83.1% of insurance companies
while Hallmarks is better than 31.4% of insurance companies.
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DO YOU BELIEVE HALLMARKS BOARD NOMINEES WILL WORK FOR HALLMARK OR FOR YOU?
We believe Hallmark is
Focused
on
Gaining Value Only for Hallmark
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Hallmark owns 9.9% of SUA, yet seeks to have its nominees represent 40% of the Board and
half of all the Independent Directors. We offered to expand the board to include a Hallmark
representative, but this
was rejected by Hallmark
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ü
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Hallmark has repeatedly stated its desire to acquire control of SUA.
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Hallmark recently filed with the Illinois Division of Insurance to gain approval to
acquire up to 50% of the Companys outstanding common stock, which further demonstrates
Hallmarks intent to acquire control.
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We believe Hallmark is setting itself up to do a creeping acquisition of control of SUA
that does not provide any control premium to SUA stockholders. We do not believe this is
in your best interest as an SUA stockholder.
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ü
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Every independent proxy advisory firm that reviewed this proxy contest stated that
Hallmark has
not provided any specific business or strategic plan
for SUA.
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Hallmarks slate of nominees adds no additional experience to your current Board and
will serve the interests of Hallmark rather than the interests of all stockholders
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GLASS LEWIS AND PROXY GOVERNANCE, TWO LEADING INDEPENDENT PROXY ADVISORY FIRMS, AGREE THAT YOU
SHOULD VOTE THE WHITE CARD FOR SUAS CURRENT SLATE OF DIRECTORS.
Your Board strongly urges you
not
to sign any gold proxy card you may receive from Hallmark. If you
have already sent in a gold proxy card, you can still vote the
White Proxy Card,
as
only the last
proxy card submitted counts toward the final vote
.
Thank you for your time and attention.
Sincerely,
Your Board of Directors
YOUR VOTE IS VERY IMPORTANT!
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The meeting is quickly approaching. To make sure your vote is counted, please refer to
the enclosed White Proxy Card for instructions to quickly and simply vote using the
Internet or telephone.
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To vote
FOR
SUAIs nominees, you
MUST
vote in
FAVOR of the Board slate
on the
White Proxy Card
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Your Board of Directors urges you to
DISCARD
any gold proxy card that you receive from
Hallmark. A WITHHOLD vote on their gold proxy card is
NOT
a vote for your Boards
nominees.
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Even if you have previously voted on the gold proxy card you can still support your
Boards nominees by voting
FOR
on the enclosed
White Proxy Card
today
.
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Remember only your
latest dated proxy
will determine how your shares will be voted at
the Annual Meeting.
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If you have questions or need assistance voting your shares,
please call:
The Altman Group
1200 Wall Street West, 3rd Floor
Lyndhurst, NJ 07071
(866) 620-5668 (
Toll Free
)
About Specialty Underwriters Alliance, Inc.
Specialty Underwriters Alliance, Inc., through its subsidiary SUA Insurance Company, is a
specialty property and casualty insurance company providing commercial insurance products through
exclusive wholesale Partner Agents that serve niche groups of insureds. These targeted customers
require highly specialized knowledge due to their unique risk characteristics. Examples include tow
trucks, professional employer organizations, public entities, and contractors. SUAs innovative
approach provides products and claims handling, allowing the Partner Agent to focus on distribution
and customer relationships.
Safe Harbor Statement
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. This release or any other written or oral statements made by or on behalf of the
company may include forward-looking statements that reflect the companys current views with
respect to future events and financial performance. All statements other than statements of
historical fact included in this release are forward-looking statements. Forward-looking statements
can generally be identified by the use of forward-looking terminology such as may, will,
plan, expect, intend, estimate, anticipate, believe or continue or their negative or
variations or similar terminology. All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be important factors that could cause our
actual results to differ materially from those indicated in these statements. We believe that these
factors include but are not limited to ineffectiveness or obsolescence of our business strategy due
to changes in current or future market conditions; increased competition on the basis of pricing,
capacity, coverage terms or other factors; greater frequency or severity of claims and loss
activity, including as a result of natural or man-made catastrophic events, than our underwriting,
reserving or investment practices anticipate based on historical experience or industry data; the
effects of acts of terrorism or war; developments in the worlds financial and capital markets that
adversely affect the performance of our investments; changes in regulations or laws applicable to
us, our subsidiaries, brokers or customers; acceptance of our products and services, including new
products and services; changes in the availability, cost or quality of reinsurance and failure of
our reinsurers to pay claims timely or at all; decreased demand for our insurance or reinsurance
products; loss of the services of any of our executive officers or other key personnel; the effects
of mergers, acquisitions and divestitures; changes in rating agency policies or practices; changes
in legal theories of liability under our insurance policies; changes in accounting policies or
practices; and changes in general economic conditions, including inflation and other factors.
Forward-looking statements speak only as of the date on which they are made, and the company
undertakes no obligation to update publicly or revise any forward-looking statement, whether as a
result of new information, future developments or otherwise.
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