UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
SCPIE HOLDINGS INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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: |
| (3) | Per 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 determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) 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. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
| Contact: | (Investors) | Robert B. Tschudy Senior Vice President and CFO SCPIE Holdings Inc. 310/557-8739 e-mail: rtschudy@scpie.com
Roger Pondel PondelWilkinson Inc. 310/279-5980 e-mail: rpondel@pondel.com
Amy Bilbija MacKenzie Partners, Inc. 650-804-0332 e-mail: abilbija@mackenziepartners.com |
(Media) | Howard Bender Vice President, Communications SCPIE Holdings Inc. 310/551-5948 e-mail: hbender@scpie.com |
SCPIE Holding Inc.
1888 Century Park East Suite 800 Los Angeles, California 90067-1712
310/551-5900 800/962-5549
www.scpie.com |
SCPIE HOLDINGS MERGER WITH THE DOCTORS COMPANY RECEIVES
ENDORSEMENT OF LEADING PROXY ADVISOR
Glass Lewis & Co. Recommends SCPIE Stockholders Vote FOR $28 Per Share In
Cash Merger With The Doctors Company
Los Angeles, California – March 10, 2008 – SCPIE Holdings Inc. (NYSE:SKP), a major provider of healthcare liability insurance, today announced that Glass Lewis & Co., one of the leading U.S. proxy voting advisory firms, has recommended that SCPIE stockholders vote FOR the merger agreement with The Doctors Company where stockholders will receive $28 per share in cash. The Special Stockholders Meeting to vote on the merger is scheduled for Wednesday, March 26, 2008.
In its report, recommending for the merger with The Doctors Company, Glass Lewis concluded, “In our opinion, the proposed merger agreement is the result of a competitive sale process and offers shareholders a financially fair consideration in exchange for their shares. We believe that the board took appropriate steps to ensure that the sale process was managed by a set of non-affiliated directors and that Mr. Stilwell’s holdings in ACAP should have precluded him from participating in board discussions regarding a potential strategic transaction. We further note that Mr. Stilwell was not prohibited from talking with the directors and was allowed to make presentations to the board regarding his opinion of the proposed transactions.”
Mitchell S. Karlan MD, Chairman of the Board of SCPIE, stated, “We are pleased that one of the leading proxy advisors endorses our proposed merger with The Doctors Company and recognizes the competitive sales process we underwent to achieve maximum value for our stockholders. Furthermore, Glass Lewis’ conclusion confirms our conviction that the merger offers the best value to SCPIE stockholders and that all stockholders should vote FOR the merger on our WHITE proxy.”
The merger agreement calls for the payment of $28 per share in cash, which represents an aggregate purchase price of approximately $281 million and reflects a premium of approximately 31% over the Company’s closing price one week before the transaction was announced.
The company encourages all stockholders to vote their shares promptly by phone, Internet, or by mailing their WHITE proxy card, and to contact MacKenzie Partners at 800/322-2885 or collect at 212/929-5500 if they have any questions or need any assistance in voting their shares.
Additional Information and Where to Find It
On January 30, 2008, SCPIE filed a definitive proxy statement with the Securities and Exchange Commission (SEC) in connection with its proposed acquisition by The Doctors Company. The proxy statement has been mailed to SCPIE’s stockholders, who are urged to read the proxy statement and other relevant materials filed with the SEC because they contain important information about the acquisition. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by SCPIE at the Investors/Media section on its corporate website at www.scpie.com or by contacting MacKenzie Partners at 800/322-2885 or by email at scpieproxy@mackenziepartners.com.
SCPIE’s executive officers and directors may be participants in the solicitation of proxies from SCPIE stockholders with respect to the acquisition. Information about SCPIE’s executive officers and directors, and their ownership of SCPIE Holdings common stock, is set forth in the definitive proxy statement SCPIE filed with the SEC on January 30, 2008, and in the reports filed by the executive officers and directors under Section 16 of the Securities Exchange Act of 1934, as amended, since such date. Additional information regarding the direct and indirect interests of SCPIE’s executive officers and directors in the acquisition is in the definitive proxy statement.
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