Hallmark Financial Services Files Preliminary Proxy to elect

 

Friday, Mar 20,2009, 1:48:32 PM   Click:

Copyright: PR Newswire
Source: PR Newswire
Wordcount: 931


FORT WORTH, Texas, March 18 / PRNewswire-FirstCall / - Hallmark Financial Services, Inc. (Nasdaq: HALL) announced today that it has filed with the U.S. Securities and Exchange Commission a preliminary proxy statement in connection his appointment of independent directors to replace three members of the Board of Directors of Specialty Underwriters' Alliance, Inc. (Nasdaq: SUAI) SUAI to the 2009 annual meeting of shareholders to be held on 5 May 2009. Hallmark three nominees are Robert M. Fishman, Mark E. Pope Gregory and C. Peters.

As the second largest shareholder of SUAI, Hallmark believes it is necessary to improve governance and shareholder representation on the Board of SUAI. Hallmark believes that the interests of all shareholders SUAI to benefit from its highly qualified, truly independent candidates who have a wealth of property and casualty industry expertise. Hallmark beneficiary owns approximately 9.9% of the outstanding stock SUAI.

Background

As previously announced, on 16 June 2008, Hallmark SUAI delivered to its board a proposal to acquire SUAI in a stock-for-stock transaction (the "Proposal"). SUAI answered through a public announcement on June 26, 2008 that its Board of Directors has unanimously rejected the proposal. On 1 July 2008, Hallmark SUAI then delivered to the board of directors a letter reiterating the proposal (the "Letter July 1). In the July 1 letter, Hallmark said he was committed to its proposal, and is firmly convinced that the proposal offers significant and compelling benefits to SUAI shareholders, and reiterated that its management is ready to meet with the SUAI Board and to answer any questions relating to the proposal. Copies of each, of the proposal and July 1 Letter Hallmark are exposed to the Schedule 13D / A to SUAI filed July 1 2008 and can be obtained on the website of the SEC at http://www.sec.gov. For each proposals and the 1 July letter, the offer price in Hallmark stock in the proposed transaction represents a substantial premium at the time SUAI latest closing price of shares and its 30 days moving average price. However, the 2 July 2008, SUAI publicly reaffirmed its rejection of the proposal for Hallmark. Then, on 5 August 2008, SUAI of the Board has to adopt some "defensive" to amendments of the articles of association, including regulations by eliminating the rights of shareholders to fill vacancies on the board and ask for special meetings and adding advance arrangements for the board nominations by shareholders. The regulation changes were disclosed in parallel with disclosure of all terms of job creation and change of control agreements that provide for substantial payments for executives SUAI where they leave the company in certain circumstances, particularly after a change of control of SUAI .


Candidates Hallmark

The participants in the solicitation of proxies are Hallmark Financial Services, Inc., American Hallmark Insurance Company of Texas (AHIC), Hallmark Specialty Insurance Company ( "HSIC"), Gregory C. Peters, Mark E. Pope and Robert M. Fishman (collectively, the "Participants"). Information about the participants are contained in the proxy statement filed by Hallmark with the SEC. Hallmark May be regarded as the property 1429615 SUAI shares, representing approximately 9.9% of outstanding shares, as follows: (i) 21,000 shares are directly held by Hallmark, (ii) 1308615 shares shares are held directly by ahic and (iii) 100,000 shares are held directly by HSIC. As their parent company, Hallmark May deemed the property of the common shares held by AHIC and HSIC. Currently, Mr. Peters, Pope and Fishman are not directly own securities SUAI. As members of the "group" for purposes of Rule 13d-5 (b) (1) of the Securities Exchange Act of 1934, as amended, each of the participants deemed the property in May of 1429615 shares held by Hallmark. each participant gives to the beneficial ownership of shares, he / she is not directly own.

SOURCE Hallmark Financial Services, Inc.

CONTACT: Dan Sullivan of MacKenzie Partners, Inc. Hallmark Financial Services, Inc., +1-212-929-5940



This is an information service of Thomson Business Intelligence Service © 2006. This content is only for your personal use, subject to the terms and conditions. No redistribution allowed.

Gregory C. Peters was Senior Vice President, Equity Research at Raymond James and Associates in November 1999 to June 2007, when Mr. Peters was responsible for the launch of Raymond James' sell-side research practice for the insurance industry and served as principal analyst for property and casualty business.

Mark E. Pope has served as Executive Vice President and Chief Financial Officer at Affirmative Insurance Holdings, Inc. from November 2005 to December 2007 and served as positive discrimination on the Board of Directors in 2004 from July to November 2005. Mr. Pope has also held positions with Torchmark Corporation and American Income Holding, Inc.

Robert M. Fishman served as CEO of Southwest Insurance Partners, Inc. in 2008 and from November 2006 through May 2007, was the CEO and President of United America Indemnity Ltd Mr. Fishman also held senior positions ARAG NA and Zurich Financial Services.

Additional information about the participants

Hallmark, in collaboration with other participants (as defined below), made a preliminary filing with the Securities and Exchange Commission ( "SEC"), a proxy statement and accompanying map Proxy be used to solicit votes for the election of its catalog of director candidates for the 2009 annual meeting of shareholders of Suai.

Hallmark urge all shareholders SUAI read the proxy statement because it will contain important information. The proxy is available on the website of the SEC at http://www.sec.gov. In addition, participants in the solicitation will provide copies of the proxy without charge upon request. Requests for copies should be sent to the participants proxy solicitor.