Scpie Holdings Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 13 2008 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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MENDMENT
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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-11(c) or §240.14a-12
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SCPIE HOLDINGS INC.
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EGISTRANT
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PECIFIED
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HARTER
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EGISTRANT
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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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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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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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Comments on Stilwells Presentation to ISS RiskMetrics
SCPIE Holdings Inc. (
SCPIE
) is filing the following bullets to respond to certain statements made in the slideshow presentation of
Stilwell Value Partners III, L.P., Stilwell Value LLC and Joseph Stilwell (collectively,
Stilwell
) to Institutional Shareholder Services RiskMetrics Group filed with the Securities and Exchange Commission on March 12, 2008.
Stilwells presentation includes a number of specific mistakes, inappropriate assumptions, and half-baked analyses that render it useless. Some of the more obvious examples include:
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Stilwells Net Present Value of Balance Sheet analysis is inconsistent with any generally accepted methodology for accounting, cash flow, or
actuarial analysis, and he combines a number of individual analyses that are not appropriate to combine. Stilwells analysis may be an attempt to value SCPIE in a run-off scenario, which we believe is not the appropriate valuation methodology
to apply when determining fair value for the sale of an insurance company. In addition, it is highly suspect on its face because it produced a significantly higher value than the standard discounted dividend analysis (which assumes that SCPIE would
continue as an on-going business). The discounted dividend analysis performed by the Companys investment banker indicated a range of equity values between $21.63 and $23.57 per share on a price to book basis for terminal value. In addition,
Stilwell makes a number of incorrect assumptions in his analysis:
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Notwithstanding Stilwells statements to the contrary, SCPIEs reserves are appropriately accounted for on its
balance sheet in accordance with Generally Accepted Accounting Principles (GAAP) as well as Statutory Accounting Principles.
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Stilwells calculation assumes full recognition of SCPIEs $31 million of tax assets. In a run-off scenario,
this would be highly unlikely given that the company would no longer have the premium revenues needed to generate significant taxable income. Without significant taxable income the company will not recognize the full $31 million of tax assets.
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Stilwell also assumes that SCPIE would be able to return all of SCPIEs capital within a 2.5 year period. In a
run-off scenario, insurance regulators would require SCPIE to retain sufficient capital for a much longer period of time to ensure payment of policyholder obligations. As a result, Stilwells 2.5-year assumption is not appropriate.
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In calculating net present value per share, Stilwell uses SCPIEs basic shares outstanding. We believe it is much
more appropriate to use, and most sophisticated investors would use, SCPIEs fully diluted shares outstanding. Stilwell may be fudging the number to support his argument.
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Stilwells Normalized Earnings calculation is also based on a number of incorrect assumptions:
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Stilwell incorrectly assumes that SCPIEs 2007 reported net income is suitable to use as a proxy for its
normalized earnings. During the fourth quarter of 2007, SCPIE released approximately $7 million of reserves for prior years all at once which therefore makes 2007 underwriting results not reflective of the underlying profitability of the
business currently being written.
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Stilwell again used SCPIEs basic shares outstanding instead of its fully diluted shares outstanding.
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Stilwell argues that the loss on SCPIEs assumed reinsurance book of business during 2007 is
non-recurring. While SCPIE believes its reserves are adequate, the stock market and the bidders that participated in the auction process did not treat the losses on SCPIEs assumed reinsurance as non-recurring because SCPIE has had
negative development in this area during the last five years. Each of the bidders expressed concern about potential future upward development in SCPIEs assumed reinsurance in formulating its offer for SCPIE.
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In making the comparisons under Inadequate OfferWheres the Sale Premium, Stilwell begins with the flawed premise that a companys
multiple of price to earnings or tangible book value will be the same regardless of its return on equity. In actuality, a companys multiples vary with its return on equity. Because SCPIEs return on equity is at the low end of companies
in its industry, its historical trading price in relation to its earnings and book value also has been lower than these companies. After taking into consideration SCPIEs return on equity and historical trading price, SCPIEs stockholders
will receive a substantial premium on their shares if the merger is completed. The $28 per share merger consideration equates to a return on equity of approximately twice SCPIEs historical return on equity of approximately 7%. The merger
consideration also represents a 31% premium to the trading price of SCPIEs common stock one week prior to the announcement of the pending merger.
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Stilwells accretion analysis under Inadequate OfferEarnings Accretion Available fails to take into consideration dilution caused by customer
loss that likely would have resulted from a transaction American Physicians Capital, Inc. (
ACAP
). SCPIE has been informed by several of its largest customers that they would leave for a competitor if SCPIE merged with ACAP. The
loss of customers, in turn, would result in dilutive pro forma financials for ACAP.
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In sum, Stilwell is attempting to
use his back-of-the-envelope analysis to second-guess the work of SCPIE and its investment banker without the benefit of the relevant data provided both by management and by the various bidders throughout the auction process. The analysis he is
presenting is inapplicable and it is fundamentally flawed.
Finally, as we have detailed to you over the course of the past few months, our
Board conducted a robust and open auction where no parties were excluded or disqualified, four indicative bids were received and two proposals were finalists that were exhaustively vetted by the Board. Ultimately, the Board endorsed the proposal
they believed would maximize value for all shareholders of SCPIE in todays volatile marketplace and given the significant and very real risks inherent in the other proposal, The Doctors Companys $28 all cash per share offer is the
most direct path to shareholder value maximization.
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