Scpie Holdings Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 18 2008 - 3:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
SCHEDULE 14A
P
ROXY
S
TATEMENT
P
URSUANT
TO
S
ECTION
14(
A
)
OF
THE
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ECURITIES
E
XCHANGE
A
CT
OF
1934
(A
MENDMENT
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O
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)
Filed by the Registrant
x
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.
(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
,
I
F
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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Fee paid previously with preliminary materials.
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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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Its Unanimous!!
The four leading proxy advisory firms recommend SCPIE stockholders vote FOR the $28 per-share all-cash merger with The Doctors Company
Heres what the nations top proxy advisors have to say:
Based on our review of SCPIEs prospects as a
standalone company, the sale process, the measures taken to handle the conflicts of interests inherent in Joseph Stilwells ownership of both ACAP and SCPIE, and the significant one-day premium, we believe that the current offer warrants
shareholder support.
ISS/RiskMetrics, March 14, 2008
In our opinion, the proposed merger agreement is the result of a competitive sale process and offers shareholders a financially fair consideration
in exchange for their shares.
Glass Lewis & Co, March 11, 2008
We note that the final offer represents a sizeable price premium over pre-announcement trading, with little risk of closing and strong assurance of
value
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PROXY Governance, March 13, 2008
Based on our review of publicly available information on strategic, corporate governance and financial aspects of the proposed all-cash merger
between SCPIE Holdings and The Doctors Company, Egan-Jones views the proposed all-cash merger to be a desirable approach in maximizing shareholder value and recommends that the clients holding common shares of SCPIE Holdings Inc. vote
FOR this Proposal on the WHITE proxy card provided by the management.
Egan-Jones, March 17, 2008
DONT RISK NOT VOTING. Regardless of how many shares you have, your vote is important. You have the right to vote. ONLY YOUR LATEST DATED
PROXY WILL BE COUNTED.
VOTE NOW; TIME IS SHORT. The Special Stockholder Meeting is scheduled for 10 am PDT on Wednesday,
March 26, 2008.
VOTE FOR TO GET THE CASH PREMIUM. $28 cash per share for all of your shares is a premium of
approximately 31% over the Companys closing price one week before the transaction was announced. A GREAT DEAL IN A TURBULENT MARKET.
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Voting Your
WHITE Proxy Card Is Fast and Easy
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BY PHONE
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BY MAIL
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BY INTERNET
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BY FAX
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Call Toll-Free
888/693-8683.
Have your proxy card in hand; follow the instructions
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Sign and date the enclosed card; mail it TODAY!
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Go online to www.cesvote.com.
Have your proxy card in hand; follow the instructions
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Sign and date the enclosed card; fax to 800/750-5858
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QUESTIONS? CALL McKenzie Partners Toll-Free at 800/322-2885
Additional Information and Where to Find It
On January 30, 2008, SCPIE filed a definitive proxy statement with the Securities and Exchange Commission (SEC) in connection with its proposed
acquisition by The Doctors Company. The proxy statement has been mailed to SCPIEs stockholders, who are urged to read the proxy statement and other relevant materials filed with the SEC because they contain important information about the
acquisition. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SECs website at www.sec.gov. In addition, investors and security holders may obtain free copies of the
documents filed with the SEC by SCPIE at the Investors/Media section on its corporate website at www.scpie.com or by contacting MacKenzie Partners at 800/322-2885 or by email at scpieproxy@mackenziepartners.com.
SCPIEs executive officers and directors may be participants in the solicitation of proxies from SCPIE stockholders with respect to the acquisition.
Information about SCPIEs executive officers and directors, and their ownership of SCPIE Holdings common stock, is set forth in the definitive proxy statement SCPIE filed with the SEC on January 30, 2008, 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. Additional information regarding the direct and indirect interests of SCPIEs executive officers and directors in the
acquisition is in the definitive proxy statement.
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