UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant ¨
Filed by
a Party other than the Registrant x
Check the
appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
o Definitive
Proxy Statement
x Definitive
Additional Materials
o Soliciting
Material Under Rule 14a-12
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Specialty
Underwriters' Alliance,
Inc.
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(Name
of Registrant as Specified in Its Charter)
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Hallmark
Financial Services, Inc.
American
Hallmark Insurance Company of Texas
Hallmark
Specialty Insurance Company
Mark
E. Schwarz
C.
Gregory Peters
Mark
E. Pape
Robert
M. Fishman
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(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ 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:
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(3)
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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
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maximum aggregate value of transaction:
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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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Changes
were made to the following web pages of
http://www.suaitownhall.com:
Important
Notice
This
website may contain forward-looking statements. These statements may be
identified by the use of forward-looking terminology such as the words
“expects,” “intends,” “believes,” “anticipates” and other terms with similar
meaning indicating possible future events or actions relating to the business or
stockholders of Specialty Underwriters’ Alliance, Inc. (“SUAI”). These
forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties that could cause actual results to
differ materially. These risks and uncertainties include, among others, the
ability to successfully solicit sufficient proxies to elect the director
nominees (the “Nominees”) of Hallmark Financial Services, Inc. (“Hallmark”) to
the SUAI board of directors at the 2009 Annual Meeting of Stockholders of SUAI
(the “Annual Meeting”), the ability of the Nominees to improve the corporate
governance and performance of SUAI and risk factors associated with the business
of SUAI, as described in SUAI’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2008, and in other periodic reports of SUAI, which are
available at no charge at the website of the Securities and Exchange Commission
at http://www.sec.gov. Accordingly, you should not rely upon forward-looking
statements as a prediction of actual results.
This
website may be deemed to constitute proxy solicitation material and is intended
solely to inform stockholders so that they may make an informed decision
regarding the election of directors at the Annual Meeting.
HALLMARK,
TOGETHER WITH THE OTHER PARTICIPANTS (AS DEFINED BELOW), HAS MADE A DEFINITIVE
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OF A PROXY STATEMENT
AND ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT VOTES FOR THE ELECTION OF ITS
SLATE OF DIRECTOR NOMINEES AT THE ANNUAL MEETING.
HALLMARK
STRONGLY ADVISES ALL SUAI STOCKHOLDERS TO READ THE PROXY STATEMENT BECAUSE IT
CONTAINS IMPORTANT INFORMATION. SUCH PROXY STATEMENT IS AVAILABLE AT NO CHARGE
ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY
SOLICITOR.
THE
PARTICIPANTS IN THE PROXY SOLICITATION ARE HALLMARK FINANCIAL SERVICES, INC.,
AMERICAN HALLMARK INSURANCE COMPANY OF TEXAS (“AHIC”), HALLMARK SPECIALTY
INSURANCE COMPANY (“HSIC”), MARK E. SCHWARZ, C. GREGORY PETERS, MARK E. PAPE,
AND ROBERT M. FISHMAN (COLLECTIVELY, THE “PARTICIPANTS”). INFORMATION ABOUT THE
PARTICIPANTS ARE SET FORTH IN THE PROXY STATEMENT FILED BY HALLMARK WITH THE
SEC. HALLMARK MAY BE DEEMED TO BENEFICIALLY OWN 1,429,615 SHARES OF COMMON STOCK
OF SUAI, REPRESENTING APPROXIMATELY 9.9% OF THE OUTSTANDING SHARES OF COMMON
STOCK, AS FOLLOWS: (I) 21,000 SHARES OF COMMON STOCK ARE OWNED DIRECTLY BY
HALLMARK, (II) 1,308,615 SHARES OF COMMON STOCK ARE OWNED DIRECTLY BY AHIC AND
(III) 100,000 SHARES OF COMMON STOCK ARE OWNED DIRECTLY BY HSIC. AS THEIR PARENT
COMPANY, HALLMARK MAY BE DEEMED TO BENEFICIALLY OWN THE SHARES OF COMMON STOCK
OWNED BY AHIC AND HSIC. AS THE EXECUTIVE CHAIRMAN OF HALLMARK WITH VOTING AND
DISPOSITIVE POWER OVER HALLMARK’S, AHIC’S AND HSIC’S PORTFOLIO OF SECURITIES,
MR. SCHWARZ MAY BE DEEMED TO BENEFICIALLY OWN THE 1,429,615 SHARES OF COMMON
STOCK OF SUAI OR APPROXIMATELY 9.9% OF THE ISSUED AND OUTSTANDING SHARES OWNED
IN THE AGGREGATE BY HALLMARK, AHIC AND HSIC. CURRENTLY, MESSRS. PETERS, PAPE AND
FISHMAN DO NOT DIRECTLY OWN ANY SECURITIES OF SUAI. AS MEMBERS OF A “GROUP” FOR
THE PURPOSES OF RULE 13D-5(B)(1) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, EACH OF THE PARTICIPANTS MAY BE DEEMED TO BENEFICIALLY OWN THE
1,429,615 SHARES BENEFICIALLY OWNED BY HALLMARK. EACH OF THE PARTICIPANTS
DISCLAIMS BENEFICIAL OWNERSHIP OF THE SHARES HE/IT DOES NOT DIRECTLY
OWN.
This
communication is not a solicitation of a proxy, which may be done only pursuant
to a definitive proxy statement.
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Welcome
to the SUAI Town Hall
As
the second largest stockholder of Specialty Underwriters’ Alliance, Inc.
(Nasdaq: SUAI), Hallmark Financial Services strongly believes that
significant improvements are needed at SUAI: better financial performance,
improvements in the company’s strategy and business model, stronger
corporate governance and Board accountability to stockholders. Hallmark
beneficially owns approximately 9.9% of SUAI’s outstanding common
stock.
Accordingly,
Hallmark has nominated a slate of highly qualified nominees for election
to SUAI’s Board of Directors at the company’s Annual Meeting of
Stockholders scheduled to be held on May 5, 2009. Hallmark’s nominees are
Robert M. Fishman, Mark E. Pape and C. Gregory Peters. Hallmark strongly
believes that the interests of all SUAI stockholders would benefit from
these highly qualified, truly independent director nominees and further
believes these nominees possess the right combination of skills and
experience to work with the other members of the SUAI Board to make the
decisions necessary for restoring and enhancing stockholder value at
SUAI.
Hallmark
seeks your support to elect its nominees to replace three current members
of SUAI’s seven-member Board at SUAI’s May 5th Annual Meeting. Hallmark
invites you to read the materials on this SUAI Town Hall website to learn
more about Hallmark’s campaign at SUAI and how you can
help.
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Nominees
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Robert
M. Fishman (Age 59)
Robert
M. Fishman has been self-employed as an insurance industry consultant
since January 2009. From January 2008 through January 2009, Mr. Fishman
served as Managing Director of Southwest Insurance Partners, Inc., an
investment company with operating subsidiaries in the property &
casualty and life, accident & health insurance sectors. From November
2006 through May 2007, Mr. Fishman served as the Chief Executive Officer
and President of United America Indemnity Ltd., a provider of specialty
property and casualty insurance and reinsurance. From October 2005 through
December 2006, Mr. Fishman served as the Chief Executive Officer and
President of ARAG NA, the U.S. subsidiary of the ARAG Group, a leading
provider of legal insurance. From July 2004 through September 2004, Mr.
Fishman was the President of the insurance operations for Quanta Holdings
Co., a provider of specialty insurance and reinsurance. From January 1994
through June 2004, Mr. Fishman was employed by Zurich Financial Services,
where he served as Executive Vice President and Chief Underwriting Officer
starting January 2001. Prior to that time, Mr. Fishman also served as
Chief Executive Officer of Zurich’s Diversified Products Division (1999
through 2001) and Executive Vice President of the Zurich Specialty
Division (1994 through 1999). Prior to that time, among other positions,
Mr. Fishman held positions at Lexington Insurance Company and Progressive
Corporation. Mr. Fishman was self-employed as an insurance industry
consultant from May 2007 through January 2008 and from September 2004
through October 2005.
Mark
E. Pape (Age 58)
Mark
E. Pape has served as a partner at Tatum LLC, an executive services firm,
since August 2008. From November 2005 through December 2007, Mr. Pape
served as Executive Vice President and Chief Financial Officer at
Affirmative Insurance Holdings, Inc., a property and casualty insurance
company specializing in non-standard automobile insurance. Mr. Pape also
served on Affirmative’s board of directors and its audit committee from
July 2004 through November 2005. Mr. Pape served as Chief Financial
Officer of HomeVestors of America, Inc., a franchisor of home acquisition
services, from September 2005 through November 2005. He served as
President and Chief Executive Officer of R.E. Technologies, Inc., a
provider of software tools to the apartment industry, from April 2002
through May 2005. He served as Senior Vice President and Chief Financial
Officer of LoanCity.com, a start up e-commerce mortgage bank, from May
1999 through June 2001. Prior to that time, among other positions, Mr.
Pape has served as Vice President, Strategic Planning for Torchmark
Corporation, a life and health insurance holding company, Executive Vice
President and Chief Financial Officer of American Income Holding, Inc., a
life insurance holding company, and as an investment banker. Mr. Pape was
self-employed as an insurance industry consultant from December 2007
through August 2008 and from May 2005 through September 2005.
C.
Gregory Peters (Age 42)
C.
Gregory Peters has served as Senior Vice President of Southwest Insurance
Partners, Inc., an investment company with operating subsidiaries in the
property & casualty and life, accident & health insurance sectors,
since March 2009. From July 2008 through March 2009, he served as the
President and Chief Executive Officer of Remote Knowledge, Inc., a
provider of satellite-based high speed broadband equipment and services to
the maritime industry. From June 2007 through July 2008, Mr. Peters served
as the President of Muragai, LLC, a private investment company
specializing in acquisitions in the insurance industry. From November 1999
through June 2007, Mr. Peters was Senior Vice President, Equity Research
at Raymond James and Associates, where Mr. Peters launched the firm’s
sell-side research practice for the insurance industry and was the lead
analyst for property and casualty companies. Prior to Raymond James, Mr.
Peters covered the insurance industry as a research analyst for ABN Amro
and Kemper Securities.
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