Scpie Holdings Inc (Other) (DEFA14A)
October 22 2007 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(A
MENDMENT
N
O
.
)
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
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SCPIE HOLDINGS INC.
(N
AME
OF
R
EGISTRANT
AS
S
PECIFIED
I
N
I
TS
C
HARTER
)
(N
AME
OF
P
ERSON
(
S
) F
ILING
P
ROXY
S
TATEMENT
,
IF
OTHER
THAN
THE
R
EGISTRANT
)
Payment of Filing Fee (Check the appropriate box):
¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee paid previously with preliminary materials.
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¨
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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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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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[SCPIE Letterhead]
October 19, 2007
By Facsimile and Federal Express
Joseph Stilwell
26 Broadway, 23
rd
Floor
New York, New York 10004
Dear Mr. Stilwell:
Your letter of October 18,
2007 is factually incorrect. The face value of the two highest remaining bids considered at the Board meeting on October 15, 2007 pursuant to their respective contractual terms as of October 12, 2007, the trading day
immediately prior to the meeting of the Board of Directors, was $28.00. Mr. Zuks statement to this effect on the October 17, 2007 conference call was factually correct. Moreover, Mr. Zuk took pains to put the description of the
stock bid in the correct context namely the value of the stock consideration offered was to be based on a 20 day moving average to be determined at a future date, and so, by its nature, was indeterminable at the time of the meeting of the
Board of Directors.
As you know, the board took into consideration various factors in evaluating which of the bids received was the
superior proposal. These factors will be summarized in SCPIEs proxy statement for the special meeting of SCPIEs stockholders to vote on the merger.
Now that you understand the facts, we are confident that you will not make such incorrect statements in the future.
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Sincerely yours,
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/s/ Dr. Mitchell S. Karlan
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Copies to:
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Julian Kleindorfer, Esq., Latham & Watkins
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Jeffrey Riedler, Esq.
Mary Kosterlitz, Esq.
Securities and Exchange Commission
Additional Information About the Merger and Where to Find It
In connection with the merger, SCPIE intends to file relevant materials with the Securities and Exchange Commission (SEC), including a proxy statement. INVESTORS ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE DOCTORS COMPANY, SCPIE AND THE MERGER. The proxy statement and other relevant materials (when they become available) and any other
documents filed by SCPIE with the SEC may be obtained free of charge at the SECs website at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by contacting SCPIEs communications
department at SCPIE Holdings Inc., 1888 Century Park East, Suite 800, Los Angeles, California 90067-1712, or by accessing the SCPIEs website (www.scpie.com) and clicking on the Investors/Media section. Investors are urged to read the proxy
statement and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.
SCPIE
and its executive officers and directors may be deemed to be participating in the solicitation of proxies in connection with the merger. Information about the executive officers and directors of SCPIE and the number of shares of SCPIEs common
stock beneficially owned by such persons is set forth in the proxy statement for SCPIEs 2007 Annual Meeting of Stockholders, which was filed with the SEC on April 18, 2007, and in the reports filed by the executive officers and directors
under Section 16 of the Securities Exchange Act of 1934, as amended, since such date. Investors may obtain additional information regarding the direct and indirect interests of SCPIE and its executive officers and directors in the merger by
reading the proxy statement regarding the merger when it becomes available.
This communication shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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