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. )
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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)
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On
April 6, 2009, Specialty Underwriters Alliance, Inc. (SUA) issued the following press release,
which was also posted to the website
http://ir.suainsurance.com/proxy.cfm
.
CHICAGO, April 6, 2009 /PRNewswire via COMTEX News Network/ Specialty Underwriters Alliance, Inc. (SUA or the Company)
(Nasdaq: SUAI) today announced that the proxy statement for the Companys 2009 Annual Meeting is currently being distributed to
stockholders, along with SUAs 2008 Annual Report and information addressing the proxy contest being waged by Hallmark Financial
Services, Inc. (Hallmark). A copy of all the Companys proxy materials can be downloaded at
http://ir.suainsurance.com/proxy.cfm
.
In a letter to stockholders accompanying the proxy statement, the Company noted that Hallmark is proposing in its proxy materials to
replace three of SUAs current directors with candidates selected by Hallmark. SUAs letter explains that Hallmarks nominees, if
elected, would shift board representation in favor of Hallmark and thus away from the interests of all SUA stockholders.
Commenting on the proxy contest, Courtney Smith, chairman of the board, said, Based on numerous representations by Mark Schwarz,
the chief executive officer of Hallmark, we believe that Hallmarks ultimate goal is to acquire control of SUA. This is clearly not
in the best interests of SUAs stockholders. If Hallmark were to acquire three board seats, a stockholder with a 9.9% stake would
command more than 40% of the voting control of the company. We believe this excess representation will jeopardize the true
independence of the board while furthering the interests of Hallmark.
The letter from SUA to its stockholders states, In an effort to avoid this costly proxy contest, we approached Mr. Schwarz on March
17, 2009, and told him our board was willing to increase its size to add one of the additional directors he had proposed. We
requested that Hallmark agree not to seek control of SUA for a reasonable period of time without approval of our board (which would
include Hallmarks nominee).
Mr. Schwarz rejected this offer and, by doing so, we believe demonstrated his true motivation, which is control of SUA, said Smith.
Smith stressed, We constantly reach out to our stockholders so that we may better understand their concerns. Our board will always
seek to increase value for all of our stockholders, whether through organic growth or through a sale or merger of the company. He
added, When Hallmark proposed to buy SUA in June of 2008, the board of SUA, after extensive deliberation with SUAs legal and
financial advisors, determined that the all-stock offer was inadequate and inconsistent with the companys strategic direction.
We also take very seriously our responsibilities of corporate governance. This has been verified by RiskMetrics Group, a leading
proxy advisor who rates public companies. SUAs letter to stockholders points out that SUAs Corporate Governance Quotient is better
than 83.1% of all other insurance companies (and better than 99.2% of all rated companies). This compares with Hallmarks rating of
31.4%.
Smith concluded, During our most recent visit with many of our larger stockholders, we were pleased to hear unanimous support for
our boards previous decision not to accept the Hallmark offer. We believe our stockholders are best served by continuing to build
our business and insisting that any sale or merger transaction recognize the long-term potential of the SUA business platform.
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.