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
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Filed by a Party other than the Registrant
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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-12
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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):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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On April 29, 2009, Specialty Underwriters Alliance, Inc. (SUA) issued the following press
release, which was also posted to the website
http://ir.suainsurance.com/proxy.cfm
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FOR FURTHER INFORMATION:
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Specialty Underwriters Alliance, Inc.
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Financial Relations Board
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Scott Goodreau
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Leslie Loyet
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(888) 782-4672
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(312) 640-6672
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sgoodreau@suainsurance.com
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lloyet@mww.com
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FOR IMMEDIATE RELEASE
WEDNESDAY, APRIL 29, 2009
HALLMARK FINANCIAL SERVICES, INC. FILES WITH THE
ILLINOIS DIVISION OF INSURANCE TO ACQUIRE UP TO 50% OF THE COMMON
STOCK OF SPECIALTY UNDERWRITERS ALLIANCE, INC.
CHICAGO April 29, 2009 Specialty Underwriters Alliance, Inc. (NASDAQ: SUAI) (SUA or the
Company)
announced today that on March 30, 2009, Hallmark Financial Services, Inc. (Hallmark)
filed a Form A with the Illinois Division of Insurance to gain approval to acquire up to 50% of the
Companys outstanding common stock.
Courtney Smith, Chairman of SUA, stated, Although Hallmark states in its Form A filing that it
does not intend to control SUA, Hallmark has made contrary assertions. Both in public
announcements and in private conversations with SUAs management, Hallmarks Chairman, Mark
Schwarz, has repeatedly expressed Hallmarks desire to control the Company. Given recent events,
we believe it is important for our stockholders to receive this information.
Mr. Smith continued, We believe that Hallmark is setting itself up to do a creeping acquisition of
control of SUA that would not provide any control premium to SUA stockholders. We believe that
this would not be in the best interest of our stockholders.
Mr. Smith concluded, We will always consider ways to grow value for all of our stockholders,
including a strategic transaction that could provide a control premium for all of our
stockholders.
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.