- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 13 2009 - 5:23PM
Edgar (US Regulatory)
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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
þ
Filed by a Party other than the Registrant
o
Check appropriate box:
o
Preliminary Proxy Statement
o
Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
þ
Definitive Additional Materials
o
Soliciting Material under Rule 14a-12
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):
þ
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o
Fee paid previously with preliminary materials:
o
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. (1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:
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(“SUA”) issued the following press release, which was also posted to the website http://ir.suainsurance.com/proxy.cfm.
press release includes a letter of support from our top producing Partner Agent. SUA has also received letters of support
from each of its other eight Partner Agents, each of which is attached below the release.
FOR FURTHER INFORMATION:
Specialty Underwriters’ Alliance, Inc.Financial Relations Board
Scott Goodreau Leslie Loyet
(888) 782-4672 (312) 640-6672 sgoodreau@suainsurance.com lloyet@mww.com
FOR IMMEDIATE RELEASE MONDAY, APRIL 13, 2009
SPECIALTY UNDERWRITERS’ ALLIANCE, INC. ANNOUNCES UNANIMOUS PARTNER AGENT SUPPORT FOR BOARD OF DIRECTORS IN PROXY CONTEST
CHICAGO — April 13, 2009 — Specialty Underwriters’ Alliance, Inc. (NASDAQ: SUAI) (“SUA” or the “Company”)
today announced that
each of its nine Partner Agents has sent a letter in support of SUA’s current Board of Directors in connection with the election contest
being waged by Hallmark Financial Services, Inc. Courtney Smith, SUA’s Chief Executive Officer and President, stated “We are pleased
that our all of Partner Agents have demonstrated their support for our Board of Directors and the strategic direction of our company. The
success of our model is based on working closely with a limited number of Partner Agents to produce profitable business without channel
conflicts. We look forward to continuing to explore ways to grow opportunities with our existing agents and contract with new agents that
fit our model.” The text of one such letter from Risk Transfer Holdings, Inc., SUA’s top producing Partner Agent and one of its three
original Partner Agents, appears below:
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risk
transfer
April 6, 2009
The Board of
Directors
Specialty
Underwriters’
Alliance, Inc.
222 South
Riverside
Plaza, Suite
1600 Chicago,
IL 60606-6001
To Whom It May
Concern: My
name is Paul
Hughes and I
am Chief
Executive
Officer of
Risk Transfer
Holdings LLC
{RTH). RTH
has been a
Partner Agent
of SUA
Insurance
Company
(“SUA”) and a
significant
stockholder
since November
2004. RTH
entered into a
relationship
with SUA based
on a strong
relationship
with its
management and
support of its
vision. We are
partners with
them in every
sense of the
word. Over
these past
four years we
have worked
with SUA’s
management and
its current
Board of
Directors to
increase the
value of our
mutual
organizations
and we believe
we are
well-positioned
to further
increase this
value
significantly
for SUA and
ourselves. We
are aware
Hallmark
Financial
Services
nominated
three new
Directors for
consideration
to be elected
at the
upcoming
annual meeting
of SUA in May
2009, In fact,
Mark Morrison,
President of
Hallmark
Financial
Services
reached out to
me when his
company was
initially
interested in
purchasing
SUA. We
rejected these
advances then
and we reject
them now. We
fully support
the election
of Specialty
Underwriters’
Alliance,
Inc.’s current
Board of
Directors and
its strategic
direction.
Sincerely Paul
Hughes Chief
Executive
Officer
WWW.RISKTRANSFE
RlNC.COM RISK
TRANSFER
HOLDINGS. INC
866 481 9363
PHONE 301
EAST PINE.
SUFtE 3SO 4O7
48 I 9h’l69
FAX ORLANDO.
FL 32BCJ1
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This release and a
copy of each
Partner Agent’s
letter has been
filed with the SEC
and can be obtained
directly from the
Investor Relations
section of SUA’s
website at
http://ir.suainsuran
ce.com/proxy.cfm.
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.
SUA’s 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
company’s 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
world’s 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.
To
learn more about
Specialty
Underwriters’
Alliance, Inc.,
please visit:
http://www.suainsura
nce.com.
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April 7, 2009 The
Board of Directors
Specialty
Underwriters’
Alliance, Inc. 222
South Riverside
Plaza, Suite 1600
Chicago, IL
60606-6001 To Whom
It May Concern: My
name is Jerry
Bushey and I am
CEO/CUO of AEON
Insurance Group,
inc. (AEON). AEON
has been a Partner
Agent of SUA
Insurance Company
(“SUA”) and a
significant
stockholder since
November 2004. AEON
entered into a
relationship with
SUA based on a
strong relationship
with its management
and support of its
vision. We are
partners with them
in every sense of
the word. Over
these past four
years we have
worked with SUA’s
management and its
current Board of
Directors to
increase the vafue
of our mutual
organizations and
we believe
we are
well-positioned to
further increase
this value
significantly for
SUA and ourselves.
We are aware
Hallmark Financial
Services nominated
three new Directors
for consideration
to be elected at
trie upcoming
annual meeting of
SUA in May 2009. !n
fact, Mark
Morrison, President
of Hallmark
Financial Services
reached out to me
when his company
was initially
interested in
purchasing SUA. We
rejected these
advances then and
we reject them now,
We fully support
the election of
Specialty
Underwriters’
Alliance, Inc.’s
current Board of
Directors and its
strategic
direction. Jerry
Bushey CEO/CUO
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American Team Managers
Insurance Services Inc
April 6, 2009
he
Board of Directors Specialty Underwriters’ Alliance, Inc, 222 South Riverside Plaza, Suite 1600 Chicago, IL 60606-6001
To Whom It May Concern:
My name is Chris Michaels and I am Chief Executive Officer of American Team Managers (ATM). ATM has been a Partner Agent of
SKA Insurance Company (“SUA”) and a significant stockholder since November 2004.
ATM entered into a relationship with SUA based on a strong relationship with its management and support of its vision. We are partners
with them in every sense of the word. Over these past four years we have worked with SUA’s management and its current Board of
Directors to increase the value of our mutual organizations and we believe we are well-positioned to further increase this value significantly
for SUA and ourselves.
We are aware Hallmark Financial Services nominated three new Directors for consideration to be elected at the upcoming annual meeting
of SUA in May 2009. We do not support these nominations.
We fully support the election of Specialty Underwriters’ Alliance, Inc.’s current Board of Directors and its strategic direction.
Sincerely,
Chris Michaels
Chief Executive Officer
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April 6, 2009specialty risk solutions,
The Board of Directors Specialty Underwriters’ Alliance, Inc. 222 South Riverside Plaza, Suite 1600 Chicago, IL 60606-6001
To Whom It May Concern:
My name is Scott Keller and I am Managing Director of Specialty Risk Solutions LLC (SRS). SRS has been a Partner Agent of SUA
Insurance Company (“SUA”) and a significant stockholder since May 2005.
SRS entered into a relationship with SUA based on a strong relationship with its management and support of its vision. We are partners
with them in every sense of the word. Over these past four years we have worked with SUA’s management and its current Board of
Directors to increase the value of our mutual organizations and we believe we are well-positioned to further increase this value significantly
for SUA and ourselves.
We are aware Hallmark Financial Services nominated three new Directors for consideration to be elected at the upcoming annual meeting
of SUA in May 2009. We do not support these nominations.
We fully support the election of Specialty Underwriters’ Alliance, Inc.’s current Board of Directors and its strategic direction.
Sincerely,
ScotTKelier
Managing Director
Chicago: 20 North Wacker Dr. Suite 3000 Chicago, IL 60606 ph 312.251.3160 fax 312.251.3170
www. specialtyrisksolutions.com
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800 Oak Ridge Turnpike APP
alacllian
(888) 376-9633 Phone
suite
a- i
000 My Underwriters, Inc (888) 871 -7644 Fax
April 6, 2009
The Board of Directors Specialty Underwriters’ Alliance, Inc. 222 South Riverside Plaza, Suite 1600
Chicago, IL 60606-6001
To Whom It May Concern:
My name is Bob Arowood and I am President of Appalachian Underwriters, Inc. (AUI). AUI has been a
Partner Agent of SUA Insurance Company (“SUA”) and a significant stockholder since October 2005.
AUI entered into a relationship with SUA based on a strong relationship with its management and
support of its vision. We are partners with them in every sense of the word. Over these past three
years we have worked with SUA’s management and its current Board of Directors to increase the value
of our mutual organizations and we believe we are well-positioned to further increase this value
significantly for SUA and ourselves.
We are aware Hallmark Financial Services nominated three new Directors for consideration to be
elected at the upcoming annual meeting of SUA in May 2009. We do not support these nominations.
We fully support the election of Specialty Underwriters’ Alliance, Inc.’s current Board of
Directors and its strategic direction.
Sincerely
Bob Arowood President
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A
INSENTIAL
BROKERAGE
CONSULTING
UNDERWRITING
April 6, 2009
The Board of Directors Specialty Underwriters’ Alliance, Inc. 222 South Riverside Plaza, Suite 1600
Chicago, IL 60606-6001
To Whom It May Concern:
My name is Darwin Lucas and I am President of Insential. Insential has been a Partner Agent of SUA
Insurance Company (“SUA”) and a significant stockholder since January 2006.
Insential entered into a relationship with SUA based on a strong relationship with its management
and support of its vision. We are partners with them in every sense of the word. Over these past
two years we have worked with SUA’s management and its current Board of Directors to increase the
value of our mutual organizations and we believe we are well-positioned to further increase this
value significantly for SUA and ourselves.
We are aware Hallmark Financial Services nominated three new Directors for consideration to be
elected at the upcoming annual meeting of SUA in May 2009. We do not support these nominations.
We fully support the election of Specialty Underwriters’ Alliance, Inc.’s current Board of
Directors and its strategic direction,
Darwin Lucas President
Corporate Office
Two Westbrook Corporate Center 5601 Granite Parkway 155 Sycamore
Street
Suite 1000 Suite 240 Glastonbury, CT
06033
Westchester, IL 60154 Piano, TX 75024 888-571
-6160
888-571 -6160 888-571 -6160 Fax:
860-633-9199
Fax: 630-990-9098 Fax: 214-705-8333
www.insentiaLcom
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Flying Eagle Insurance Services, Inc.
1625 Highway 88, Suite 401, Minden, NV 89423
Phone: 1-775-783-8707 / Fax: 1-775-783-8879
david@lambin-insurance.com.
April 6, 2009
The Board of Directors Specialty Underwriters’ Alliance, Inc. 222 South Riverside Plaza, Suite 1600
Chicago, l|___60606-6001
To Whom it May Concern:
My name is David Lambin and I am President of Flying Eagle Insurance Services. Flying Eagle has
been a Partner Agent of SUA Insurance Company {“SUA”) and a significant stockholder since March
2007.
Flying Eagle entered into a relationship with SUA based on 9 strong relationship with its
management and support of its vision. We are partners with them in every sense of the word. Over
these past two years we have worked with SUA’s management and its current Board of Directors to
increase the value of our mutual organizations and we believe we are well-positioned to further
increase this value significantly for SUA and ourselves.
We are aware Hallmark Financial Services nominated three new Directors for consideration to be
elected at the upcoming annual meeting of SUA in May 2009. We do not support these nominations.
We fully support the election of Specialty Underwriters’ Alliance, Inc.’s current Board of
Directors and its strategic direction.
Sincerely
David Lambin
President
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2800 West State Road 84
•
Suite 118
•
Dania, FL 33312 Tel:
954.602.9390-Fax:954.602,9391
www.firstlightprograms.com
April 6, 2009
The Board of Directors Specialty
Underwriters’Alliance, Inc. 222 South Riverside
Plaza, Suite 1600 Chicago, IL 60606-6001
To Whom It May Concern:
My name is Anthony Johnson and I am President of First Light Program Managers. First Light
has been a Partner Agent of SUA Insurance Company (“SUA”) and a significant stockholder
since October 2007.
First Light entered into a relationship with SUA based on a strong relationship with its
management and support of its vision. We are partners with them in every sense of the word.
Over the past year and a half we have worked with SUA’s management and its current Board of
Directors to increase the value of our mutual organizations and we believe we are
well-positioned to further increase this value significantly for SUA and ourselves.
We are aware Hallmark Financial Services nominated three new Directors for consideration to
be elected at the upcoming annual meeting of SUA in May 2C09. We do not support these
nominations.
We fully support the election of Specialty Underwriters’ Alliance, Inc.’s current Board of
Directors and its strategic direction.
Sincerely,
Anthony L. Johnson, AAI
President
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April 6, 2009
The Board of Directors Specialty
Underwriters’ Alliance, Inc. 222 South
Riverside Plaza, Suite 1600 Chicago, IL
60606-6001
To Whom It May Concern:
My name is George Karlis, Jr. and I am President of Northern Star Management, Inc. Northern
Star Management has been a Partner Agent of SUA Insurance Company (“SUA”) and a significant
stockholder since March 2008.
Northern Star Management entered into a relationship with SUA based on a strong relationship
with its management, and support of its vision. We appreciate that sense of “partnership” that
exists with SUA and their management. Over this past year we have worked with SUA’s management and
its current Board of Directors to increase the value of our mutual organizations, and we believe we
are well-positioned to further increase this value significantly for SUA and ourselves.
We are aware Hallmark Financial Services nominated three new Directors for consideration to be
elected at the upcoming annual meeting of SUA in May 2009. At this point, we are unable to support
these nominations,
We support the election of Specialty Underwriters’ Alliance, Inc.’s current Board of
Directors and the strategic direction that they have set.
If you have any questions with regard to this matter, please feel free to contact me at
908-253-9484.
Sincerely,
Northern Star Management, Inc.
George A. Karlis, Jr.
President
Northern Star Management, Inc.
PO Box 626
Somervtlie, NJ 08876
p 908-253-9484 f 908-253-9272
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