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. )
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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
C.
Gregory Peters
Mark
E. Pape
Robert
M. Fishman
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
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Filed:
On March
26, 2009, Mark E. Schwarz, Executive Chairman and Director of Hallmark Financial
Services, Inc. ("Hallmark"), sent the following letter to Courtney C. Smith,
Chairman, President and CEO of Specialty Underwriters' Alliance, Inc. (“SUAI”):
SENT VIA
FAX TO (312) 277-1801
March 26,
2009
Courtney
C. Smith
Chairman,
President and CEO
Specialty
Underwriters’ Alliance, Inc.
222 S.
Riverside Plaza, Suite 1600
Chicago,
IL 60606
Dear
Courtney,
Thank you
for agreeing to meet with me on March 2, 2009. I appreciate having
had the opportunity to discuss a variety of matters related to Specialty
Underwriters’ Alliance, Inc. (“SUA”) and Hallmark Financial Services, Inc.
(“Hallmark”) with you and Scott Goodreau, SUA’s Senior Vice President and
General Counsel.
During
the course of our meeting you posed the question: why did Hallmark feel a need
to nominate an alternative slate of directors for election at SUA’s upcoming
stockholder meeting? I responded: the Hallmark nominees are highly
qualified candidates that will do a terrific job representing the interests of
all SUA
stockholders. In response, you introduced the idea of arranging a
meeting between me and the incumbent SUA directors so that I might access their
capabilities and share my views regarding SUA with them.
I am
writing to you today to formally confirm my interest in meeting with the SUA
directors as you suggested. In order to facilitate such a meeting, I
commit to making myself available in person to meet with the incumbent directors
at any location that is convenient for them.
I look
forward to hearing from you.
Very
truly yours,
/s/ Mark E.
Schwarz
Mark E.
Schwarz
MES/dlh
cc: Mr.
Peter E. Jokiel, Executive Vice President and Chief Financial Officer,
Director
cc: Mr.
Robert E. Dean, Director
cc: Mr.
Raymond C. Groth, Director
cc: Mr.
Paul A. Philip, Director
cc: Mr.
Robert H. Whitehead, Director
cc: Mr.
Russell E. Zimmermann, Director
ADDITIONAL
INFORMATION CONCERNING PARTICIPANTS
HALLMARK,
TOGETHER WITH THE OTHER PARTICIPANTS (AS DEFINED BELOW), HAS MADE A PRELIMINARY
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 2009 ANNUAL MEETING OF STOCKHOLDERS OF
SUAI.
HALLMARK
STRONGLY ADVISES ALL SUAI STOCKHOLDERS TO READ THE PROXY STATEMENT BECAUSE IT
WILL CONTAIN 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, AMERICAN HALLMARK INSURANCE
COMPANY OF TEXAS (“AHIC”), HALLMARK SPECIALTY INSURANCE COMPANY (“HSIC”), 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. 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.