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 the 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 Pursuant to §240.14a-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:
|
|
|
|
|
|
|
|
|
|
On April 21, 2009, Specialty Underwriters Alliance, Inc. (SUA) issued the following press release, which was also
posted to the website
http://ir.suainsurance.com/proxy.cfm
.
|
|
|
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
TUESDAY, APRIL 21, 2009
SPECIALTY UNDERWRITERS ALLIANCE, INC.
URGES STOCKHOLDERS TO REJECT
ELECTION OF HALLMARK BOARD SLATE
CHICAGO April 21, 2009 Specialty Underwriters Alliance, Inc. (NASDAQ: SUAI) (SUA or the
Company)
announced today that the Company is currently distributing a letter to stockholders in
response to the proxy contest being waged by Hallmark Financial Services, Inc.
The text of the letter to stockholders can be seen in its entirety below:
[Specialty Underwriters Alliance letterhead]
April 21, 2009
Dear Fellow Stockholders:
We previously sent you proxy materials and a WHITE proxy card relating to the upcoming Annual
Stockholders Meeting of Specialty Underwriters Alliance, Inc. (SUA or the Company). No
matter how many shares you own, it is very important that you be represented at the Annual Meeting.
You have likely also received a gold proxy card from Hallmark Financial Services, Inc.
(Hallmark), asking you to support its nominees in what we believe is an attempt by Hallmark to
gain effective control of SUA without adequately compensating all of SUAs stockholders.
We are extremely pleased that Glass Lewis & Co., a leading independent proxy advisor to a
large number of the worlds largest institutional investors, has very recently issued its
recommendation to SUAs stockholders to REJECT Hallmarks nominees.
AS YOU WILL SEE BELOW, HALLMARKS MATERIALS ARE FULL OF HALF-TRUTHS AS WELL AS OUTRIGHT
INACCURACIES:
With regard to a takeover proposal made by Hallmark last year, Hallmark has stated SUAs Board
rejected Hallmarks proposal and refused to enter into discussions with Hallmark.
THE TRUTH:
|
|
|
SUAS BOARD DELIBERATED FULLY WITH ITS LEGAL AND FINANCIAL ADVISORS IN 2008 AND DETERMINED
THE OFFER WAS
WELL BELOW MARKET FOR INSURANCE ACQUISITIONS
.
|
|
|
|
|
THIS SENTIMENT WAS
UNANIMOUSLY
SUPPORTED BY THE MANY STOCKHOLDERS WE VISITED AFTER
THE DECISION IN 2008.
|
|
|
|
|
THE COMPANYS SENIOR MANAGEMENT HAS MET WITH HALLMARK DURING 2008 AND 2009 AT HALLMARKS
REQUEST.
|
|
|
|
|
FOUR OF SUAS INDEPENDENT DIRECTORS HAVE MET WITH HALLMARKS CHAIRMAN, MARK SCHWARZ, AND
CEO, MARK MORRISON, TO HEAR THEIR PERSPECTIVES AND POSITIONS.
|
|
|
|
|
OUR BOARD WILL CONTINUE TO CONSIDER WHETHER A SALE OR MERGER WILL BEST INCREASE VALUE FOR
OUR STOCKHOLDERS AS COMPARED TO ORGANIC GROWTH.
|
|
|
|
|
WE BELIEVE ANY SALE OR MERGER TRANSACTION SHOULD RECOGNIZE THE LONG-TERM POTENTIAL OF THE
SUA BUSINESS PLATFORM.
|
Hallmark tells you it believes that SUA needs improved corporate governance.
THE TRUTH:
|
|
|
RISKMETRICS GROUP RATES
SUA AS HAVING A BETTER CORPORATE GOVERNANCE QUOTIENT (CGQ)
THAN 83.1%
OF RATED INSURANCE COMPANIES.
|
|
|
|
|
HALLMARKS CGQ IS BETTER THAN JUST 31.4%
OF INSURANCE COMPANIES.
|
|
|
|
|
THE STRATEGIC REVIEW COMMITTEE OF SUA (COMPOSED SOLELY OF INDEPENDENT DIRECTORS)
PROACTIVELY REVIEWS SUAS PROSPECTS AND STRATEGIC ALTERNATIVES WITH THE INTERESTS OF ALL SUA
STOCKHOLDERS IN MIND NOT JUST THE INTERESTS OF HALLMARK FINANCIAL.
|
Hallmark accuses SUA of entering into change of control and employment agreements with its senior
management as a defensive measure and reaction to their initial indication of interest in merging
with SUA.
THE TRUTH:
|
|
|
OUR COMPENSATION COMMITTEE (COMPRISED OF INDEPENDENT BOARD MEMBERS) CONDUCTED A
COMPREHENSIVE REVIEW OF OUR OFFICER COMPENSATION DURING CALENDAR 2007 WITH THE ASSISTANCE OF
F.W. COOK, A NATIONALLY RECOGNIZED COMPENSATION CONSULTANT.
|
|
|
|
|
OUR COMPENSATION COMMITTEE RE-NEGOTIATED EXISTING EMPLOYMENT AGREEMENTS DURING 2007 AND
EARLY 2008 AND
APPROVED THE REVISED AGREEMENTS MORE THAN TWO MONTHS PRIOR TO HALLMARKS
WRITTEN OFFER
(A MERE FOUR DAYS AFTER HALLMARK RAISED THE POSSIBILITY OF A BUSINESS
COMBINATION).
|
|
|
|
|
POTENTIAL SEVERANCE PAYMENTS UNDER THE NEW AGREEMENTS ARE
LESS
THAN THOSE PROVIDED FOR
IN THE INITIAL EMPLOYMENT AGREEMENTS THAT WERE IN PLACE WHEN THE COMPANY WENT PUBLIC
.
|
Hallmark claims that SUA has performed well below the industry and its peers.
THE TRUTH:
|
|
|
SUA WENT PUBLIC IN LATE 2004 AND, DESPITE TOUGH ECONOMIC TIMES, HAS MADE CONSIDERABLE
STRIDES TO GROW ITS BUSINESS.
|
|
|
|
|
IN FACT, OVER THE PAST THREE YEARS:
|
|
|
|
SUAS BOOK VALUE GROWTH HAS AVERAGED 9.2% ANNUALLY.
|
|
|
|
|
SUAS AVERAGE RETURN ON EQUITY HAS BEEN 7.6%.
|
|
|
|
|
SUAS STOCK PRICE HAS BEATEN THE S&P 500 P&C INSURANCE INDEX.
|
Hallmark compares our expense ratios to the industry and points out that they are high.
THE TRUTH :
|
|
|
OUR LOSS RATIOS ARE APPROXIMATELY 10% LOWER THAN THE INDUSTRY
.
1
|
|
|
|
|
A MORE APPROPRIATE MEASUREMENT IS
OUR COMBINED RATIO
(EXPENSE AND LOSS RATIO),
WHICH
HAS AVERAGED BETTER THAN THE INDUSTRY OVER THE LAST THREE YEARS
.
1
|
|
|
|
1
|
|
Based on SNL Financial, Inc. P&C Industry Data.
|
HALLMARK IS ASKING YOU TO ELECT ITS NOMINEES WHEN THEY BRING NO EXPERIENCE THAT IS NOT ALREADY
PRESENT ON YOUR BOARD.
BESIDES ITS STATED GOAL OF ACQUIRING SUA, HALLMARK HAS PRESENTED YOU WITH NO PLAN AS TO WHAT IT
BELIEVES THE COMPANY SHOULD DO DIFFERENTLY.
Send a message to Hallmark.
Discard any gold proxy card you receive
. Please do not return
the gold proxy card, even to vote against the Hallmark nominees. Doing so will override any
previous vote you have cast for your current Boards nominees.
Please support your Company and vote your shares today.
Thank you for your time and attention.
Sincerely,
Your Board of Directors
If you have questions or need assistance voting your shares, please call:
The Altman Group, Inc.
1200 Wall Street West, 3rd Floor
Lyndhurst, NJ 07071
Toll Free at: (866) 620-5668
or
(201) 806-7300
|
|
Even if you have previously signed a gold proxy card, you should sign, date and return
the enclosed
WHITE PROXY CARD
. You have the right to change your vote and only the latest
dated proxy counts.
|
|
|
Please
do not send back any gold proxy card
you receive,
even to vote against the
Hallmark candidates
. Doing so will cancel any prior vote you cast for your board.
Please return only the
WHITE PROXY CARD
.
|
If you hold your shares in a brokerage or bank account (in street name), your broker or bank
cannot vote your shares this year (as it has in past routine annual meetings) unless you complete,
sign and return the enclosed
WHITE PROXY CARD
.
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. SUAs 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 companys 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 worlds 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.