ISS Recommends Voting for All SCPIE Nominees; Glass Lewis Also Endorses Entire SCPIE Slate; Stilwell Nominees Labeled Inexperie
June 12 2006 - 8:15AM
Business Wire
SCPIE Holdings Inc. (NYSE:SKP) announced today that the independent
proxy advisory firms, Institutional Shareholder Services (ISS) and
Glass Lewis & Co., have both separately recommended that
SCPIE's stockholders vote the WHITE proxy card for the Company's
slate of nominees, Kaj Ahlmann, Willis T. King, Jr. and Elizabeth
Murphy, at this year's annual meeting of stockholders set for June
22, 2006. These advisory firms' recommendations are considered by
hundreds of major institutional investment firms, mutual funds and
fiduciaries throughout the United States. "We are pleased that ISS
and Glass Lewis recommend that SCPIE stockholders vote FOR SCPIE's
director nominees on the WHITE proxy card," said Donald J. Zuk,
SCPIE President and Chief Executive Officer. "We view their
recommendations as a strong endorsement of our three candidates,
and as a setback for the Stilwell Group's efforts to get their
nominees elected." In its analysis, ISS stated the following about
SCPIE and the dissident Stilwell Group: "Based on our evaluation,
all management nominees have more insurance industry experience
than the dissident nominees. We note that all three management
nominees have spent most or all of their professional careers in
the insurance industry. In contrast, the Stilwell group has legal
background and experience that encompasses serving on the boards of
two medical malpractice companies over the past four years. Given
the need for insurance expertise to help maintain the positive
momentum for the company, management's nominees provide more
relevant experience." "Overall, management has taken positive steps
to improve board composition and has managed a turnaround.
Management also admits to have learnt from past mistakes to grow
rapidly, and indicated its commitment to be careful in its future
growth plan. Further, management's nominees offer more relevant
expertise to the board. Based on these factors, we believe the
election of the dissident slate is not warranted at this time." In
its analysis, Glass Lewis stated the following about SCPIE and the
dissident Stilwell Group: "(G)iven the positive results of the
Company's turnaround strategy, we believe SCPIE's current success
undermines the central premise of Stilwell's rationale. Stilwell
states the Company should focus on its core franchise and
concentrate on the California professional liability insurance
market. We believe the Company has largely heeded the advice ...
Moreover, we believe the current board and management have
demonstrated the operational capacity to execute this strategy."
"(T)he Dissidents have not presented a plan for improvement that,
in our opinion, substantially differs from the Company's current
strategy. As such, in the absence of a superior plan, we believe
shareholders should support the Company's nominees and allow
management to stay the course and complete the turnaround." "We
note the Dissidents have also suggested that the Company return
earnings to shareholders through dividends and stock repurchases.
In our opinion, this would not be in the interests of shareholders
at this time as the financial resources necessary to effect such a
transaction would be better used to improve the Company's capital
adequacy ratios." "Further, we note Dissident nominees Schneider
and Noonan have little discernable insurance experience ... In
contrast, we note Company nominees Ahlmann and Murphy possess
extensive insurance industry knowledge and experience ... As such,
we believe the knowledge and industry specific expertise of the
Company's nominees would better serve SCPIE going forward." About
SCPIE Holdings SCPIE Holdings Inc. is a leading provider of
healthcare liability insurance for physicians, oral and
maxillofacial surgeons, and other healthcare providers, as well as
medical groups and healthcare facilities. Since the company was
founded in 1976, it has carved out a significant niche in the
insurance industry by providing innovative products and services
specifically for the healthcare community. Important Additional
Information Filed with the SEC On May 8, 2006, SCPIE filed a
definitive proxy statement with the SEC and mailed it to SCPIE's
stockholders. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT SCPIE HAS FILED WITH THE SEC BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Security holders are able to
obtain a free copy of the proxy statement and other related
documents filed by SCPIE at the SEC's website at www.sec.gov.
SCPIE's proxy statement and other related documents may also be
obtained from SCPIE free of charge by contacting SCPIE's
Communications Department at 310-551-5942. LISTING OF PERSONS WHO
MAY BE DEEMED "PARTICIPANTS" IN THE SOLICITATION AND CERTAIN
INFORMATION CONCERNING SUCH PERSONS IS SET FORTH IN THE DEFINITIVE
PROXY STATEMENT FILED WITH THE SEC ON MAY 8, 2006, WHICH MAY BE
OBTAINED THROUGH THE WEB SITE MAINTAINED BY THE SEC AT www.sec.gov.
SINCE SUCH DATE, WILLIAM A. RENERT, M.D. SOLD 1,895 SHARES OF
SCPIE'S COMMON STOCK ON MAY 12, 2006. Forward-Looking Statements In
addition to historical information, this news release contains
forward-looking statements that are based upon the SCPIE's
estimates and expectations concerning future events and are subject
to certain risks and uncertainties that could cause actual results
to differ materially from those reflected in the forward-looking
statements. Forward-looking statements include statements herein
regarding SCPIE's upcoming annual meeting of stockholders. In light
of the significant uncertainties inherent in the forward-looking
information herein, the inclusion of such information should not be
regarded as a representation by SCPIE or any other person that
SCPIE's objectives or plans will be realized.
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