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Published on 4/17/2009 in the Prospect News Special Situations Daily.

Dissident slate for Specialty Underwriters' board not backed by proxy firm

By Lisa Kerner

Charlotte, N.C., April 17 - Specialty Underwriters' Alliance, Inc. said Glass, Lewis & Co. recommended that the company's stockholders reject the dissident slate of director nominees put forth by Hallmark Financial Services, Inc. at the annual meeting on May 5.

According to Specialty, Glass Lewis said that "Hallmark has not presented a detailed business plan for shareholders to evaluate."

The proxy advisory firm also did not fault Specialty's incumbent board for its decision to not pursue Hallmark's June 2008 offer to acquire the company in a stock-for-stock transaction valued at $6.50 per share, said Specialty.

As previously reported, Hallmark asked Specialty shareholders to support its nominees for election:

• C. Gregory Peters, former senior vice president, equity research at Raymond James & Associates;

• Mark E. Pape, former executive vice president and chief financial officer at Affirmative Insurance Holdings, Inc.; and

• Robert M. Fishman, former managing director of Southwest Insurance Partners, Inc.

According to Hallmark, a Fort Worth property and casualty insurer, Specialty amended its bylaws in August 2008, eliminating stockholders' rights to fill vacancies on the board and to call special meetings.

Specialty is a Chicago commercial insurance provider.


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