Scpie (NYSE:SKP)
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SCPIE Holdings Inc. (NYSE:SKP) announced today that the
independent proxy advisory firms, Institutional Shareholder Services
(ISS) and Glass Lewis & Co., have both separately recommended that
SCPIE's stockholders vote the WHITE proxy card for the Company's slate
of nominees, Kaj Ahlmann, Willis T. King, Jr. and Elizabeth Murphy, at
this year's annual meeting of stockholders set for June 22, 2006.
These advisory firms' recommendations are considered by hundreds of
major institutional investment firms, mutual funds and fiduciaries
throughout the United States.
"We are pleased that ISS and Glass Lewis recommend that SCPIE
stockholders vote FOR SCPIE's director nominees on the WHITE proxy
card," said Donald J. Zuk, SCPIE President and Chief Executive
Officer. "We view their recommendations as a strong endorsement of our
three candidates, and as a setback for the Stilwell Group's efforts to
get their nominees elected."
In its analysis, ISS stated the following about SCPIE and the
dissident Stilwell Group:
"Based on our evaluation, all management nominees have more
insurance industry experience than the dissident nominees. We note
that all three management nominees have spent most or all of their
professional careers in the insurance industry. In contrast, the
Stilwell group has legal background and experience that encompasses
serving on the boards of two medical malpractice companies over the
past four years. Given the need for insurance expertise to help
maintain the positive momentum for the company, management's nominees
provide more relevant experience."
"Overall, management has taken positive steps to improve board
composition and has managed a turnaround. Management also admits to
have learnt from past mistakes to grow rapidly, and indicated its
commitment to be careful in its future growth plan. Further,
management's nominees offer more relevant expertise to the board.
Based on these factors, we believe the election of the dissident slate
is not warranted at this time."
In its analysis, Glass Lewis stated the following about SCPIE and
the dissident Stilwell Group:
"(G)iven the positive results of the Company's turnaround
strategy, we believe SCPIE's current success undermines the central
premise of Stilwell's rationale. Stilwell states the Company should
focus on its core franchise and concentrate on the California
professional liability insurance market. We believe the Company has
largely heeded the advice ... Moreover, we believe the current board
and management have demonstrated the operational capacity to execute
this strategy."
"(T)he Dissidents have not presented a plan for improvement that,
in our opinion, substantially differs from the Company's current
strategy. As such, in the absence of a superior plan, we believe
shareholders should support the Company's nominees and allow
management to stay the course and complete the turnaround."
"We note the Dissidents have also suggested that the Company
return earnings to shareholders through dividends and stock
repurchases. In our opinion, this would not be in the interests of
shareholders at this time as the financial resources necessary to
effect such a transaction would be better used to improve the
Company's capital adequacy ratios."
"Further, we note Dissident nominees Schneider and Noonan have
little discernable insurance experience ... In contrast, we note
Company nominees Ahlmann and Murphy possess extensive insurance
industry knowledge and experience ... As such, we believe the
knowledge and industry specific expertise of the Company's nominees
would better serve SCPIE going forward."
About SCPIE Holdings
SCPIE Holdings Inc. is a leading provider of healthcare liability
insurance for physicians, oral and maxillofacial surgeons, and other
healthcare providers, as well as medical groups and healthcare
facilities. Since the company was founded in 1976, it has carved out a
significant niche in the insurance industry by providing innovative
products and services specifically for the healthcare community.
Important Additional Information Filed with the SEC
On May 8, 2006, SCPIE filed a definitive proxy statement with the
SEC and mailed it to SCPIE's stockholders. WE URGE INVESTORS TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT SCPIE HAS
FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Security holders are able to obtain a free copy of the proxy statement
and other related documents filed by SCPIE at the SEC's website at
www.sec.gov. SCPIE's proxy statement and other related documents may
also be obtained from SCPIE free of charge by contacting SCPIE's
Communications Department at 310-551-5942.
LISTING OF PERSONS WHO MAY BE DEEMED "PARTICIPANTS" IN THE
SOLICITATION AND CERTAIN INFORMATION CONCERNING SUCH PERSONS IS SET
FORTH IN THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON MAY 8,
2006, WHICH MAY BE OBTAINED THROUGH THE WEB SITE MAINTAINED BY THE SEC
AT www.sec.gov. SINCE SUCH DATE, WILLIAM A. RENERT, M.D. SOLD 1,895
SHARES OF SCPIE'S COMMON STOCK ON MAY 12, 2006.
Forward-Looking Statements
In addition to historical information, this news release contains
forward-looking statements that are based upon the SCPIE's estimates
and expectations concerning future events and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements.
Forward-looking statements include statements herein regarding SCPIE's
upcoming annual meeting of stockholders. In light of the significant
uncertainties inherent in the forward-looking information herein, the
inclusion of such information should not be regarded as a
representation by SCPIE or any other person that SCPIE's objectives or
plans will be realized.