Hallmark Financial Services Announces Slate of Director Nominees for Specialty Underwriters' Alliance
January 14 2009 - 1:40PM
PR Newswire (US)
FORT WORTH, Texas, Jan. 14 /PRNewswire-FirstCall/ -- Hallmark
Financial Services, Inc. (NASDAQ:HALL) announced today that it has
notified Specialty Underwriters' Alliance, Inc. (NASDAQ:SUAI) of
Hallmark's intention to nominate C. Gregory Peters, Mark E. Pape
and Robert M. Fishman for election to the board of directors at
SUAI's 2009 Annual Meeting of Stockholders. Hallmark beneficially
owns approximately 9.9% of SUAI's outstanding common stock. As the
second largest stockholder in SUAI, Hallmark strongly believes in a
need for improved governance and stockholder representation on the
board of SUAI. Hallmark believes that the interests of all SUAI
stockholders will benefit from these highly qualified, truly
independent, director nominees that possess a wealth of property
and casualty insurance industry expertise. 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 or to call
special meetings and adding advance notice provisions for board
nominations by stockholders. 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),
intends to make 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 when it is available
because it will contain important information. Such proxy statement
will be 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 anticipated to be 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 will be 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
or Jeanne Carr, both of MacKenzie Partners, Inc. for Hallmark
Financial Services, Inc., +1-212-929-5500
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