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. 1)
Filed
by
the registrant
o
Filed
by
a party other than the registrant
x
Check
the
appropriate box:
x
Preliminary proxy
statement.
o
Confidential, for use of the Commission
only (as permitted by Rule 14a-6(e)(2)).
o
Definitive proxy statement.
o
Definitive additional
materials.
o
Soliciting material under Rule
14a-12.
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SCPIE
HOLDINGS INC.
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(Name
of Registrant as Specified in its Charter)
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STILWELL
VALUE PARTNERS III, L.P.
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STILWELL
VALUE LLC
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JOSEPH
STILWELL
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(Name
of Person(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.
o
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:
o
Fee paid previously with preliminary
materials.
o
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:
Preliminary
Copy
The
Stilwell Group
26
Broadway, 23rd Floor
New
York,
NY 10004
Phone:
(212) 269-5800
Facsimile:
(212) 269-2675
Email:
stilwellgroup@aol.com
______________,
2008
Dear
Fellow SKP Shareholder,
An
investment partnership I manage is the Company’s largest shareholder.
Additionally, I was a member of the board of directors until October 16, 2007.
I
resigned from the board because I believe the proposed $28 per share offer
for
SKP does not adequately represent the true value of the Company’s assets. I am
opposing the proposed deal and am soliciting your proxies to vote
AGAINST
it.
At
least three other bidders offered all or part stock consideration. Also,
at the
time the board considered the proposed merger, the then current stock price
of
one bidder times its proposed fixed exchange ratio was greater than $28.00
per
share. That offer, which was for all stock, would have been treated as a
tax-free reorganization under the U.S. federal income tax laws. Of course,
the
ultimate per share value of a fixed exchange ratio deal might fluctuate based
on
the stock price of the acquirer. Nevertheless, I believe the potential upside
of
entering into that particular fixed exchange ratio transaction is compelling.
I
am a director of that bidder and, together with affiliated funds, beneficially
own approximately 10% of that bidder's outstanding Common Stock.
Please
review our proxy statement and, most importantly, please sign the enclosed
GOLD
proxy card and return it in the enclosed postage-paid return envelope, or vote
via the internet or telephone. When you receive proxy cards from the Company,
my
advice is to discard them. If you've already returned the Company's card, you
can still change your vote and vote
AGAINST
the merger agreement with The Doctors Company by returning the GOLD card to
us
or voting via the internet or telephone.
Thank
you for your time and support.
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Sincerely,
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/s/ Joseph Stilwell
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Joseph
Stilwell
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SCPIE
HOLDINGS INC.
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SPECIAL
MEETING OF STOCKHOLDERS
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________________________________,
2008
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PROXY
STATEMENT OF THE STILWELL GROUP
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IN
OPPOSITION TO
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THE
MANAGEMENT OF SCPIE HOLDINGS INC.
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WHY
YOU WERE SENT THIS PROXY STATEMENT
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This
Proxy Statement and accompanying GOLD proxy card are being furnished to holders
(the "Shareholders") of the common stock, par value $.0001 per share (the
"Common Stock"), of SCPIE Holdings Inc., a Delaware corporation (the "Company"),
in connection with the solicitation of proxies (the "Proxy Solicitation") by
The
Stilwell Group ("the Group", "we" or "us") at the Company's Special Meeting
to
be held on ___________, 2008, at ___ _.m. local time, at the Company's principal
executive offices located at 1888 Century Park East, Los Angles, CA 90067 (the
"Special Meeting"). Shareholders who own the Common Stock on ______________,
2007 ("Special Meeting Record Date") will be entitled to vote at the Special
Meeting. On the Special Meeting Record Date, there were _____ shares of Common
Stock outstanding and entitled to vote at the Special Meeting.
The
Group, members of which own, as of the date of this Proxy Statement, an
aggregate of 950,100 shares of Common Stock, is one of the Company's largest
shareholders.
We
are soliciting the votes of other Shareholders AGAINST the merger agreement
with
The Doctors Company.
The
Group consists of Stilwell Value Partners III, L.P., a Delaware limited
partnership ("Stilwell Value Partners III"); Stilwell Value LLC, a Delaware
limited liability company which is the general partner of Stilwell Value
Partners III ("Stilwell Value LLC"); and Joseph Stilwell, individually and
as
the managing and sole member of Stilwell Value LLC. Additional information
concerning the Group is set forth under the heading "Certain Information
Regarding the Participants" and in Appendix A. This Proxy Statement and GOLD
proxy card are being first mailed or furnished to Shareholders on or about
_____________, 2008.
WE
URGE YOU NOT TO RETURN ANY PROXY CARD SENT TO YOU BY THE COMPANY. REMEMBER,
YOUR
LAST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO RETURN THE
GOLD
PROXY CARD OR VOTE VIA THE INTERNET OR BY TELEPHONE AS EXPLAINED IN OUR PROXY
INSTRUCTION CARD EVEN IF YOU PREVIOUSLY DELIVERED A PROXY TO THE
COMPANY.
Your
vote is important, no matter how many or how few shares you hold. If your shares
are held in the name of a brokerage firm, bank or nominee, only that brokerage
firm, bank or nominee can vote your shares and then only upon receipt of your
specific instructions. Accordingly, please return the GOLD proxy card in the
envelope provided or contact the person responsible for your account and give
instructions for your shares to be voted AGAINST the merger agreement with
The
Doctors Company.
Holders
of record of shares of the Common Stock on the Special Meeting Record Date
are
urged to vote even if your shares have been sold after that date.
If
you have any questions or need assistance in voting your shares, please
call:
Morrow
& Co., LLC, 800-662-5200 (toll free)
We
urge you to vote AGAINST the merger agreement with The Doctors Company, which
is
Proposal 1 on the enclosed GOLD proxy card.
WHY
WE OPPOSE THE PROPOSED MERGER
The
Company's board of directors is soliciting votes in favor of a proposal to
adopt
the Agreement and Plan of Merger, dated as of October 15, 2007, by and
among The Doctors Company, a California-domiciled reciprocal inter-insurance
exchange, Scalpel Acquisition Corp., a wholly-owned subsidiary of The Doctors
Company, and the Company (the "merger agreement").
In
December 2006, the Company and the Group reached a settlement agreement pursuant
to which Joseph Stilwell was appointed to the Company's board. Mr. Stilwell
served as a director of the Company until his resignation on October 16,
2007,
immediately after the board had approved the proposed merger transaction
with
The Doctors Company. Mr. Stilwell resigned because he believes the offer
for the
Company by The Doctors Company was an inferior offer. At least three other
bidders offered all or part stock consideration. Also, at the time the board
considered the proposed merger, the then current stock price of one bidder
times
its proposed fixed exchange ratio was greater than $28.00 per share. That
offer, which was for all stock, would have been treated as a tax-free
reorganization under the U.S. federal income tax laws. Of course, the ultimate
per share value of a fixed exchange ratio deal might fluctuate based on the
stock price of the acquirer. Nevertheless, Mr. Stilwell believes the potential
upside of entering into that particular fixed exchange ratio transaction
is
compelling. Mr. Stilwell is a director of that bidder and, together with
affiliated funds, beneficially owns approximately 10% of that bidder's
outstanding Common Stock.
Adoption
of the merger agreement requires the affirmative vote of shareholders holding
a
majority of the shares of Common Stock outstanding at the close of business
on
the Special Meeting Record Date and entitled to vote on the proposal. You may
vote FOR, AGAINST or ABSTAIN.
Abstentions
will count for the purpose of determining whether a quorum is present, but
will
have the same effect as a vote against the proposal to adopt the merger
agreement. In addition, if your shares are held in the name of a broker, bank
or
other nominee, your broker, bank or other nominee will not be entitled to vote
your shares in the absence of specific instructions. These non-voted shares,
or
"broker non-votes," will be counted for purposes of determining a quorum, but
will have the same effect as a vote against the proposal to adopt the merger
agreement.
We
urge you to vote AGAINST the proposed merger agreement.
CERTAIN
INFORMATION REGARDING
THE
PROPOSED MERGER
If
the
merger transaction with The Doctors Company is completed, holders of Common
Stock will be entitled to receive $28 in cash, without interest and less any
applicable withholding taxes, in exchange for each share of Common Stock they
then hold, unless they choose to assert dissenter's rights as discussed below.
The Company will become a wholly-owned subsidiary of The Doctors Company and
will cease to be an independent, publicly-traded company.
The
foregoing description is not complete and is qualified in its entirety by
reference to the full text of the Agreement and Plan of Merger, dated
October 15, 2007, by and among The Doctors Company, Scalpel Acquisition
Corp. and SCPIE Holdings, Inc., which is attached as Appendix A to the
preliminary proxy statement of the Company filed with the Securities and
Exchange Commission on November 19, 2007.
DISSENTERS'
APPRAISAL RIGHTS
If
the
merger transaction with The Doctors Company is completed, holders of shares
of
Common Stock who do not vote in favor of the adoption of the merger agreement
and who properly demand appraisal of their shares in accordance with the
statutory procedures specified in Section 262 of the General Corporation
Law of the State of Delaware, attached as Appendix C to this Proxy
Statement, will be entitled to appraisal rights.
CERTAIN
INFORMATION REGARDING THE PARTICIPANTS
Except
as described herein, no Group member is now, or within the past year has been,
a
party to any contract, arrangement or understanding with any person with respect
to any securities of the Company (including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies). Stilwell Value LLC, as general partner of Stilwell
Value Partners III, is entitled to an allocation of profits and
income.
On
December 14, 2006, the Company and members of the Group entered into a
settlement agreement whereby, among other things, the Company agreed to appoint
Mr. Stilwell as a director of the Company. The Company also agreed to nominate
Mr. Stilwell at the 2007 annual meeting of stockholders for election to a
three-year term on its board. In exchange, the Group agreed, among other things,
to support the Company's slate of directors at the Company's annual stockholders
meeting held in 2007, as well as those in 2008 and 2009 unless the settlement
agreement was terminated on or after January 1, 2008. Mr. Stilwell was also
appointed to the Company's Strategic Planning Committee effective
January 15, 2007. Under the terms of the settlement agreement, the Group
was required to maintain its holdings of shares of Common Stock below 9.9%
of
the shares outstanding. For so long as the settlement agreement was in effect,
no member of the Group, or any of their affiliates, was permitted to take
various actions, including to solicit proxies to elect directors or approve
shareholder proposals, to make any public statement critical of the Company
or
its directors or management, to initiate any litigation against the Company
or
any of its directors or officers except to enforce the terms of the settlement
agreement or the duties of the Company's directors, or to seek to control or
influence the Shareholders, management, directors or policies of the Company
other than through non-public communications with the Company's directors.
In
his October 16, 2007, letter resigning as a director of the Company, Mr.
Stilwell stated that the settlement agreement had been breached by the Company's
actions excluding him from the strategic planning process.
Except
as described herein, there are no material proceedings to which any Group
member, or any associate of any Group member, is a party adverse to the Company
or any of its subsidiaries or has a material interest adverse to the Company
or
any of its subsidiaries. Except as described herein, no Group member or any
associate of any Group member has any interest in the matters to be voted upon
at the Special Meeting, other than an interest, if any, as a Shareholder of
the
Company.
Except
as described herein, no Group member or any associate of any Group member
(1) has engaged in or has a direct or indirect interest in any transaction
or series of transactions since the beginning of the Company's last fiscal
year,
or in any currently proposed transaction, to which the Company or any of its
subsidiaries is a party where the amount involved was in excess of $120,000;
(2) has been indebted to the Company or any of its subsidiaries;
(3) has borrowed any funds for the purpose of acquiring or holding any
securities of the Company; (4) is presently, or has been within the past
year, a party to any contract, arrangement or understanding with any person
with
respect to any securities of the Company, any future employment by the Company
or its affiliates, or any future transaction to which the Company or any of
its
affiliates will or may be a party; or (5) is the beneficial or record owner
of any securities of the Company or any parent or subsidiary
thereof.
No
Group member or any associate of any Group member, during the past 10 years,
has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Additional
information concerning the Group, including, but not limited to, beneficial
ownership of and transactions in the Common Stock, is set forth in Appendices
A
and B hereto. Each of the individuals listed on Appendix A attached hereto
is a citizen of the United States.
OTHER
MATTERS
In
addition to the proposal to adopt the merger agreement with The Doctors Company,
the Company is asking Shareholders to vote on a proposal to authorize the holder
of any proxy solicited by the Company's board of directors to vote in favor
of
granting discretionary authority to the proxy or attorney-in-fact to adjourn
the
Special Meeting for the purpose of soliciting additional proxies if there are
insufficient votes at the time of the Special Meeting to adopt the merger
agreement. The adjournment proposal requires the affirmative vote of the holders
of a majority of the shares of Common Stock present or represented by proxy
at
the Special Meeting. Abstention and broker non-votes will have the same effect
as a vote against the adjournment proposal.
We
urge you to vote AGAINST Proposal 2.
Except
as set forth in this Proxy Statement, the Group is not aware of any other matter
to be considered at the Special Meeting. The persons named as proxies on the
enclosed GOLD proxy card will, however, have discretionary voting authority
as
such proxies regarding any other business that may properly come before the
Special Meeting. The proxies may exercise discretionary authority only as to
matters unknown to the Group a reasonable time before this Proxy
Solicitation.
FUTURE
STOCKHOLDER PROPOSALS
The
following description of the requirements for submitting stockholder proposals
was taken from the Company's preliminary proxy statement filed with the
Securities and Exchange Commission on November 19, 2007, relating to the
proposed merger:
"If
the
merger is completed, we will not hold a 2008 annual meeting of stockholders.
If
the merger is not completed, you will continue to be entitled to attend and
participate in our stockholder meetings and we will hold a 2008 annual meeting
of stockholders. If the merger is not completed and SCPIE holds a 2008 annual
meeting of stockholders, SCPIE's management will have discretionary authority
to
vote on any matter of which SCPIE does not receive notice pursuant to Rule
14a-4(c)(1) promulgated under the Exchange Act, with respect to proxies
submitted to such 2008 annual meeting of stockholders. Pursuant to Rule 14a-8(e)
of the Exchange Act, to be included in the board of director's solicitation
of
proxies relating to such 2008 annual meeting, a stockholder proposal must have
been received by the Corporate Secretary of SCPIE at 1888 Century Park East,
Los
Angeles, California 90067, pursuant to Rule 14a-(c)(1) promulgated under the
Exchange Act."
SOLICITATION;
EXPENSES
Proxies
may be solicited by the Group by mail, advertisement, telephone, facsimile,
and
personal solicitation. Phone calls will be made to individual Shareholders
by
Joseph Stilwell and certain of his administrative personnel and employees of
Morrow & Co., LLC. Mr. Stilwell will be principally responsible for
soliciting proxies for the Group and certain of his administrative personnel
will perform secretarial work in connection with the solicitation of proxies,
for which no additional compensation will be paid. Banks, brokerage houses,
and
other custodians, nominees, and fiduciaries will be requested to forward the
Group's solicitation material to their customers for whom they hold shares
and
the Group will reimburse them for their reasonable out-of-pocket expenses.
The
Group has retained Morrow & Co., LLC to assist in the solicitation of
proxies and for related services. The Group will pay Morrow & Co., LLC a fee
of up to $30,000 and has agreed to reimburse it for its reasonable out-of-pocket
expenses. In addition, the Group has agreed to indemnify Morrow & Co., LLC
against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. It is the position of the Securities and
Exchange Commission that such indemnification may be against public policy.
Approximately 25 persons will be used by Morrow & Co., LLC, in its
solicitation efforts.
Although
no precise estimate can be made at the present time, the Group currently
estimates that the total expenditures relating to the Proxy Solicitation to
be
incurred by the Group will be approximately $150,000 of which approximately
$10,000 has been incurred to date. The entire expense of preparing, assembling,
printing, and mailing this Proxy Statement and related materials and the cost
of
soliciting proxies will be borne by the Group.
VOTING
AND REVOCATION OF PROXIES
For
proxies solicited hereby to be voted, the enclosed GOLD proxy card must be
signed, dated, and returned to the Group, c/o
Ellen
Philip Associates
,
in the enclosed envelope in time to be voted at the Special Meeting. Or you
may
vote via the internet or by telephone at any time before 6:00 a.m. Eastern
Time,
on ____________, 2008. If you have already returned the Company's proxy card,
you have the right to revoke it as to all matters covered thereby and may do
so
by subsequently signing, dating, and mailing the enclosed GOLD proxy card,
or
voting via the internet or telephone. ONLY YOUR LATEST DATED PROXY CARD OR
VOTE
VIA INTERNET OR TELEPHONE WILL COUNT AT THE SPECIAL MEETING.
Execution
of a GOLD proxy card or an internet or telephone vote will not affect your
right
to attend the Special Meeting and to vote in person. Any proxy may be revoked
as
to all matters covered thereby at any time prior to the time a vote is taken
by
(i) filing with the Secretary of the Company a later dated written revocation;
(ii) submitting a duly executed proxy bearing a later date to the Group; or
(iii) attending and voting at the Special Meeting in person. Attendance at
the
Special Meeting will not in and of itself constitute a revocation.
Although
a revocation will be effective only if delivered to the Company, the Group
requests that either the original or a copy of all revocations be mailed to
The
Stilwell Group c/o
Ellen
Philip Associates, Attention Proxy Desk, PO Box 1997, New York NY
10117-0024
,
so that the Group will be aware of all revocations and can more accurately
determine if and when the requisite proxies to defeat the proposed merger have
been received. The Group may contact shareholders who have revoked their GOLD
proxies.
Shares
of the Common Stock represented by a valid, unrevoked GOLD proxy card will
be
voted as specified. You may vote by marking the proper box on the GOLD proxy
card or voting via the internet or telephone.
Shares
represented by a GOLD proxy card where no specification has been made will
be
voted AGAINST the adoption of the merger agreement (Proposal 1), and AGAINST
adjournment of the Special Meeting (Proposal 2).
If
your shares are held in the name of a brokerage firm, bank or nominee, only
such
brokerage firm, bank or nominee can vote such shares and only upon receipt
of
your specific instructions. Accordingly, please promptly contact the person
responsible for your account at such institution and instruct that person to
execute and return the GOLD proxy card on your behalf. You should also promptly
sign, date and mail the voting instruction form (or GOLD proxy card) that your
broker or banker sends you. Please do this for each account you maintain to
ensure that all of your shares are voted. If any of your shares were held in
the
name of a brokerage firm, bank or nominee on the Special Meeting Record Date,
to
revoke your proxy you will need to give appropriate instructions to such
institution. IF YOU DO NOT GIVE INSTRUCTIONS TO YOUR BROKER OR OTHER NOMINEE,
YOUR SHARES WILL NOT BE VOTED.
Only
holders of record of the Common Stock on the Special Meeting Record Date will
be
entitled to vote at the Special Meeting. If you are a Shareholder of record
on
the Special Meeting Record Date, you will retain the voting rights in connection
with the Special Meeting even if you sell such shares after the Special Meeting
Record Date. Accordingly, it is important that you vote the shares of the Common
Stock held by you on the Special Meeting Record Date, or grant a proxy to vote
such shares on the GOLD proxy card, even if you sell such shares after such
date.
THE
GROUP STRONGLY RECOMMENDS A VOTE AGAINST THE MERGER AGREEMENT WITH THE DOCTORS
COMPANY.
I
M P O R T A N T !!!
If
your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Accordingly, please
promptly contact the person responsible for your account at such institution
and
instruct that person to execute and return the GOLD proxy card on your behalf.
You should also promptly sign, date and mail the voting instruction form (or
GOLD proxy card) that your broker or banker sends you. Please do this for each
account you maintain to ensure that all of your shares are voted.
If
you have any questions, or need further assistance, please call Joseph Stilwell
at 212-269-5800, or our proxy solicitor: Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902, at 800-662-5200 (toll free).
__________
___, 2008
APPENDIX
A
THE
STILWELL GROUP
The
participants who comprise the Group own in the aggregate 950,100 shares of
the
Common Stock, representing approximately 9.92% of the shares outstanding,
and
are as follows:
Stilwell
Value Partners III, L.P. ("Stilwell Value Partners III"), is a Delaware limited
partnership organized to invest in securities, whose principal and executive
offices are located at 26 Broadway, New York, NY 10004. Stilwell Value LLC
is
the general partner of Stilwell Value Partners III, and Joseph Stilwell has
sole
discretion and voting authority with respect to its investments in securities.
Stilwell
Value LLC is a Delaware limited liability company organized to invest in
securities, whose principal and executive offices are located at 26 Broadway,
New York, NY 10004. Joseph Stilwell is the managing and sole member of Stilwell
Value LLC, and he has sole discretion and voting authority with respect to
its
investments in securities.
Joseph
Stilwell is an investment manager and is the sole managing member of Stilwell
Value LLC, the general partner of Stilwell Value Partners III. His business
offices are located at 26 Broadway, New York, NY 10004.
The
following table sets forth information regarding holdings of the Common Stock
by
members of the Group (who together constitute a "group" as that term is used
in
Section 13(d)(3) of the Securities Exchange Act of 1934):
Participant
and Address
|
Shares
Held
Beneficially
|
Percent
of Class
|
Shares
Held By
Non-Participant
Associates
|
Stilwell
Value Partners III, L.P.
26
Broadway
New
York, NY 10004
|
950,100
|
9.92%
|
None
|
Stilwell
Value LLC
26
Broadway
New
York, NY 10004
|
950,100
|
9.92%
|
None
|
Joseph
Stilwell
26
Broadway
New
York, NY 10004
|
950,100
|
9.92%
|
None
|
No
member
of the Group owns any shares of the Common Stock of record but not
beneficially.
APPENDIX
B
TRANSACTIONS
IN THE COMMON STOCK
The
following transactions are the only transactions during the past two years
with
regard to any Group member:
Stilwell
Value Partners III, L.P.
Purchases
Trade
Date
|
No.
of Shares
|
Price
Per Share ($)
|
Total
Cost ($)
|
11/21/05
|
50,000.00
|
20.04
|
1,002,180.00
|
11/22/05
|
15,100.00
|
20.03
|
302,434.88
|
11/23/05
|
20,000.00
|
20.18
|
403,606.00
|
11/25/05
|
20,500.00
|
20.18
|
413,755.60
|
11/28/05
|
15,000.00
|
19.99
|
299,787.00
|
11/29/05
|
50,000.00
|
20.32
|
1,016,035.00
|
11/30/05
|
800.00
|
20.48
|
16,384.00
|
12/01/05
|
38,100.00
|
21.00
|
800,214.30
|
12/05/05
|
12,000.00
|
21.01
|
252,074.40
|
12/06/05
|
8,000.00
|
20.95
|
167,564.80
|
12/07/05
|
50,300.00
|
20.95
|
1,053,860.45
|
12/09/05
|
63,300.00
|
21.25
|
1,345,125.00
|
12/19/05
|
12,500.00
|
20.63
|
257,815.00
|
12/20/05
|
1,900.00
|
20.89
|
39,690.05
|
12/21/05
|
10,000.00
|
20.89
|
208,850.00
|
12/21/05
|
2,700.00
|
20.92
|
56,495.88
|
12/22/05
|
8,100.00
|
21.02
|
170,256.33
|
12/23/05
|
4,200.00
|
21.00
|
88,192.86
|
12/27/05
|
12,500.00
|
20.98
|
262,232.50
|
12/28/05
|
5,400.00
|
21.00
|
113,400.00
|
12/29/05
|
2,000.00
|
20.87
|
41,745.00
|
12/29/05
|
1,200.00
|
20.94
|
25,131.96
|
12/30/05
|
7,800.00
|
20.80
|
162,219.72
|
12/30/05
|
100.00
|
20.54
|
2,053.50
|
01/03/06
|
8,000.00
|
21.14
|
169,108.00
|
01/04/06
|
8,000.00
|
21.86
|
174,854.40
|
01/05/06
|
8,000.00
|
21.81
|
174,480.00
|
01/06/06
|
8,000.00
|
22.50
|
180,000.00
|
01/09/06
|
95,000.00
|
23.08
|
2,192,600.00
|
01/19/06
|
7,600.00
|
23.88
|
181,488.00
|
02/16/06
|
1,400.00
|
22.50
|
31,500.00
|
02/17/06
|
400.00
|
22.37
|
8,948.00
|
02/21/06
|
1,400.00
|
22.54
|
31,556.00
|
02/22/06
|
1,000.00
|
22.98
|
22,980.00
|
02/23/06
|
100.00
|
22.95
|
2,295.00
|
02/24/06
|
5,200.00
|
22.99
|
119,548.00
|
02/27/06
|
2,100.00
|
22.88
|
48,048.00
|
Trade
Date
|
No.
of Shares
|
Price
Per Share ($)
|
Total
Cost ($)
|
02/28/06
|
2,100.00
|
22.62
|
47,502.00
|
03/01/06
|
5,400.00
|
22.04
|
119,016.00
|
05/11/06
|
500.00
|
23.00
|
11,500.00
|
05/12/06
|
4,100.00
|
22.88
|
93,808.00
|
05/15/06
|
9,300.00
|
22.01
|
204,693.00
|
05/16/06
|
35,200.00
|
20.63
|
726,028.16
|
05/17/06
|
12,300.00
|
20.68
|
254,364.00
|
05/18/06
|
9,800.00
|
22.50
|
220,538.22
|
06/09/06
|
500.00
|
23.00
|
11,500.00
|
06/21/06
|
6,800.00
|
22.93
|
155,904.00
|
06/22/06
|
3,400.00
|
22.93
|
77,961.00
|
06/23/06
|
2,300.00
|
22.96
|
52,810.00
|
07/05/06
|
3,800.00
|
22.88
|
86,957.00
|
07/06/06
|
300.00
|
22.96
|
6,889.00
|
07/07/06
|
2,100.00
|
23.65
|
49,662.00
|
07/10/06
|
4,500.00
|
23.49
|
105,714.00
|
07/11/06
|
3,200.00
|
22.88
|
73,228.00
|
07/12/06
|
1,900.00
|
22.95
|
43,599.00
|
07/14/06
|
2,500.00
|
22.41
|
56,013.00
|
07/17/06
|
2,400.00
|
22.54
|
54,106.00
|
07/18/06
|
2,900.00
|
22.91
|
66,427.00
|
07/19/06
|
3,000.00
|
23.00
|
68,992.00
|
07/20/06
|
1,600.00
|
22.88
|
36,609.00
|
07/21/06
|
2,700.00
|
22.76
|
61,457.00
|
07/24/06
|
1,800.00
|
23.04
|
41,477.00
|
07/25/06
|
3,700.00
|
23.11
|
85,525.00
|
07/26/06
|
2,800.00
|
23.03
|
64,481.00
|
07/27/06
|
2,100.00
|
22.79
|
47,851.00
|
07/28/06
|
4,100.00
|
23.16
|
94,955.00
|
07/31/06
|
2,300.00
|
22.97
|
52,840.00
|
08/01/06
|
1,700.00
|
22.69
|
38,578.00
|
08/11/06
|
1,300.00
|
22.33
|
29,029.00
|
08/14/06
|
2,300.00
|
23.01
|
52,923.92
|
08/15/06
|
4,400.00
|
23.22
|
102,153.04
|
08/16/06
|
2,300.00
|
23.40
|
53,822.07
|
08/17/06
|
1,900.00
|
23.41
|
44,479.00
|
08/18/06
|
1,200.00
|
23.77
|
28,521.96
|
08/21/06
|
1,900.00
|
23.87
|
45,344.07
|
08/22/06
|
3,300.00
|
23.78
|
78,460.14
|
08/24/06
|
2,400.00
|
23.00
|
55,189.22
|
08/25/06
|
900.00
|
23.05
|
20,748.96
|
Trade
Date
|
No.
of Shares
|
Price
Per Share ($)
|
Total
Cost ($)
|
08/28/06
|
800.00
|
23.08
|
18,465.04
|
08/29/06
|
7,500.00
|
23.16
|
173,667.00
|
08/30/06
|
3,300.00
|
23.82
|
78,621.84
|
08/31/06
|
2,600.00
|
23.91
|
62,164.96
|
09/01/06
|
1,500.00
|
24.05
|
36,078.00
|
09/05/06
|
1,100.00
|
23.90
|
26,288.02
|
09/06/06
|
2,000.00
|
23.45
|
46,891.00
|
09/07/06
|
2,100.00
|
23.30
|
48,932.10
|
09/08/06
|
400.00
|
23.45
|
9,378.00
|
09/11/06
|
1,100.00
|
23.12
|
25,432.00
|
09/12/06
|
2,100.00
|
23.87
|
50,127.00
|
09/14/06
|
300.00
|
24.22
|
7,266.00
|
09/15/06
|
5,100.00
|
24.76
|
126,276.00
|
09/18/06
|
1,000.00
|
24.38
|
24,380.00
|
09/19/06
|
2,900.00
|
24.38
|
70,702.00
|
09/20/06
|
1,800.00
|
25.40
|
45,727.02
|
09/25/06
|
1,400.00
|
23.61
|
33,054.00
|
10/02/06
|
1,800.00
|
22.99
|
41,382.00
|
12/15/06
|
3,900.00
|
25.96
|
101,244.00
|
12/18/06
|
5,500.00
|
26.00
|
143,000.00
|
12/19/06
|
1,800.00
|
25.95
|
46,710.00
|
11/02/07
|
35,000.00
|
27.7492
|
971,222.00
|
11/02/07
|
25,000.00
|
27.9747
|
699,367.50
|
11/07/07
|
25,000.00
|
27.50
|
687,500.00
|
12/5/07
|
6,500.00
|
27.20
|
176,800.00
|
Sales
Trade
Date
|
No.
of Shares
|
Price
Per Share ($)
|
Total
Cost ($)
|
11/17/05
|
2.000.00
|
18.34
|
36,680.00
|
12/08/05
|
5,700.00
|
21.04
|
119,928.00
|
06/13/06
|
2,500.00
|
22.07
|
55,173.00
|
The
total
number of shares of the Common Stock held by the Group is 950,100, approximately
9.92% of the Company's total shares outstanding.
APPENDIX
C
DGCL
SECTION 262
Sec.
262.
Appraisal Rights
(a)
Any
stockholder of a corporation of this State who holds shares of stock on the
date
of the making of a demand pursuant to subsection (d) of this section with
respect to such shares, who continuously holds such shares through the effective
date of the merger or consolidation, who has otherwise complied with subsection
(d) of this section and who has neither voted in favor of the merger or
consolidation nor consented thereto in writing pursuant to Sec. 228 of this
title shall be entitled to an appraisal by the Court of Chancery of the fair
value of the stockholder's shares of stock under the circumstances described
in
subsections (b) and (c) of this section. As used in this section, the word
"stockholder" means a holder of record of stock in a stock corporation and
also
a member of record of a nonstock corporation; the words "stock" and "share"
mean
and include what is ordinarily meant by those words and also membership or
membership interest of a member of a nonstock corporation; and the words
"depository receipt" mean a receipt or other instrument issued by a depository
representing an interest in one or more shares, or fractions thereof, solely
of
stock of a corporation, which stock is deposited with the
depository.
(b)
Appraisal
rights shall be available for the shares of any class or series of stock of
a
constituent corporation in a merger or consolidation to be effected pursuant
to
Sec. 251 (other than a merger effected pursuant to Sec. 251(g) of this title),
Sec. 252, Sec. 254, Sec. 257, Sec. 258, Sec. 263 or Sec. 264 of this
title:
(1)
Provided,
however, that no appraisal rights under this section shall be available for
the
shares of any class or series of stock, which stock, or depository receipts
in
respect thereof, at the record date fixed to determine the stockholders entitled
to receive notice of and to vote at the meeting of stockholders to act upon
the
agreement of merger or consolidation, were either (i) listed on a national
securities exchange or designated as a national market system security on an
interdealer quotation system by the National Association of Securities Dealers,
Inc. or (ii) held of record by more than 2,000 holders; and further provided
that no appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require for
its
approval the vote of the stockholders of the surviving corporation as provided
in subsection (f) of Sec. 251 of this title.
(2)
Notwithstanding
paragraph (1) of this subsection, appraisal rights under this section shall
be
available for the shares of any class or series of stock of a constituent
corporation if the holders thereof are required by the terms of an agreement
of
merger or consolidation pursuant to Sec.Sec. 251, 252, 254, 257, 258, 263 and
264 of this title to accept for such stock anything except:
a.
Shares
of
stock of the corporation surviving or resulting from such merger or
consolidation, or depository receipts in respect thereof;
b.
Shares
of
stock of any other corporation, or depository receipts in respect thereof,
which
shares of stock (or depository receipts in respect thereof) or depository
receipts at the effective date of the merger or consolidation will be either
listed on a national securities exchange or designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. or held of record by more than 2,000
holders;
c.
Cash
in
lieu of fractional shares or fractional depository receipts described in the
foregoing subparagraphs a. and b. of this paragraph; or
d.
Any
combination of the shares of stock, depository receipts and cash in lieu of
fractional shares or fractional depository receipts described in the foregoing
subparagraphs a., b. and c. of this paragraph.
(3)
In
the
event all of the stock of a subsidiary Delaware corporation party to a merger
effected under Sec. 253 of this title is not owned by the parent corporation
immediately prior to the merger, appraisal rights shall be available for the
shares of the subsidiary Delaware corporation.
(c)
Any
corporation may provide in its certificate of incorporation that appraisal
rights under this section shall be available for the shares of any class or
series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets
of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d)
and
(e) of this section, shall apply as nearly as is practicable.
(d)
Appraisal
rights shall be perfected as follows:
(1)
If
a
proposed merger or consolidation for which appraisal rights are provided under
this section is to be submitted for approval at a meeting of stockholders,
the
corporation, not less than 20 days prior to the meeting, shall notify each
of
its stockholders who was such on the record date for such meeting with respect
to shares for which appraisal rights are available pursuant to subsection (b)
or
(c) hereof that appraisal rights are available for any or all of the shares
of
the constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of such stockholder's
shares shall deliver to the corporation, before the taking of the vote on the
merger or consolidation, a written demand for appraisal of such stockholder's
shares. Such demand will be sufficient if it reasonably informs the corporation
of the identity of the stockholder and that the stockholder intends thereby
to
demand the appraisal of such stockholder's shares. A proxy or vote against
the
merger or consolidation shall not constitute such a demand. A stockholder
electing to take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become effective;
or
(2)
If
the
merger or consolidation was approved pursuant to Sec. 228 or Sec. 253 of this
title, then either a constituent corporation before the effective date of the
merger or consolidation or the surviving or resulting corporation within 10
days
thereafter shall notify each of the holders of any class or series of stock
of
such constituent corporation who are entitled to appraisal rights of the
approval of the merger or consolidation and that appraisal rights are available
for any or all shares of such class or series of stock of such constituent
corporation, and shall include in such notice a copy of this section. Such
notice may, and, if given on or after the effective date of the merger or
consolidation, shall, also notify such stockholders of the effective date of
the
merger or consolidation. Any stockholder entitled to appraisal rights may,
within 20 days after the date of mailing of such notice, demand in writing
from
the surviving or resulting corporation the appraisal of such holder's shares.
Such demand will be sufficient if it reasonably informs the corporation of
the
identity of the stockholder and that the stockholder intends thereby to demand
the appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either (i)
each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of
any class or series of stock of such constituent corporation that are entitled
to appraisal rights of the effective date of the merger or consolidation or
(ii)
the surviving or resulting corporation shall send such a second notice to all
such holders on or within 10 days after such effective date; provided, however,
that if such second notice is sent more than 20 days following the sending
of
the first notice, such second notice need only be sent to each stockholder
who
is entitled to appraisal rights and who has demanded appraisal of such holder's
shares in accordance with this subsection. An affidavit of the secretary or
assistant secretary or of the transfer agent of the corporation that is required
to give either notice that such notice has been given shall, in the absence
of
fraud, be prima facie evidence of the facts stated therein. For purposes of
determining the stockholders entitled to receive either notice, each constituent
corporation may fix, in advance, a record date that shall be not more than
10
days prior to the date the notice is given, provided, that if the notice is
given on or after the effective date of the merger or consolidation, the record
date shall be such effective date. If no record date is fixed and the notice
is
given prior to the effective date, the record date shall be the close of
business on the day next preceding the day on which the notice is
given.
(e)
Within
120 days after the effective date of the merger or consolidation, the surviving
or resulting corporation or any stockholder who has complied with subsections
(a) and (d) hereof and who is otherwise entitled to appraisal rights, may file
a
petition in the Court of Chancery demanding a determination of the value of
the
stock of all such stockholders. Notwithstanding the foregoing, at any time
within 60 days after the effective date of the merger or consolidation, any
stockholder shall have the right to withdraw such stockholder's demand for
appraisal and to accept the terms offered upon the merger or consolidation.
Within 120 days after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the corporation
surviving the merger or resulting from the consolidation a statement setting
forth the aggregate number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal have been received
and the aggregate number of holders of such shares. Such written statement
shall
be mailed to the stockholder within 10 days after such stockholder's written
request for such a statement is received by the surviving or resulting
corporation or within 10 days after expiration of the period for delivery of
demands for appraisal under subsection (d) hereof, whichever is
later.
(f)
Upon
the
filing of any such petition by a stockholder, service of a copy thereof shall
be
made upon the surviving or resulting corporation, which shall within 20 days
after such service file in the office of the Register in Chancery in which
the
petition was filed a duly verified list containing the names and addresses
of
all stockholders who have demanded payment for their shares and with whom
agreements as to the value of their shares have not been reached by the
surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such
a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and
to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day
of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The
forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting
corporation.
(g)
At
the
hearing on such petition, the Court shall determine the stockholders who have
complied with this section and who have become entitled to appraisal rights.
The
Court may require the stockholders who have demanded an appraisal for their
shares and who hold stock represented by certificates to submit their
certificates of stock to the Register in Chancery for notation thereon of the
pendency of the appraisal proceedings; and if any stockholder fails to comply
with such direction, the Court may dismiss the proceedings as to such
stockholder.
(h)
After
determining the stockholders entitled to an appraisal, the Court shall appraise
the shares, determining their fair value exclusive of any element of value
arising from the accomplishment or expectation of the merger or consolidation,
together with a fair rate of interest, if any, to be paid upon the amount
determined to be the fair value. In determining such fair value, the Court
shall
take into account all relevant factors. In determining the fair rate of
interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay
to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has
submitted such stockholder's certificates of stock to the Register in Chancery,
if such is required, may participate fully in all proceedings until it is
finally determined that such stockholder is not entitled to appraisal rights
under this section.
(i)
The
Court
shall direct the payment of the fair value of the shares, together with
interest, if any, by the surviving or resulting corporation to the stockholders
entitled thereto. Interest may be simple or compound, as the Court may direct.
Payment shall be so made to each such stockholder, in the case of holders of
uncertificated stock forthwith, and the case of holders of shares represented
by
certificates upon the surrender to the corporation of the certificates
representing such stock. The Court's decree may be enforced as other decrees
in
the Court of Chancery may be enforced, whether such surviving or resulting
corporation be a corporation of this State or of any state.
(j)
The
costs
of the proceeding may be determined by the Court and taxed upon the parties
as
the Court deems equitable in the circumstances. Upon application of a
stockholder, the Court may order all or a portion of the expenses incurred
by
any stockholder in connection with the appraisal proceeding, including, without
limitation, reasonable attorney's fees and the fees and expenses of experts,
to
be charged pro rata against the value of all the shares entitled to an
appraisal.
(k)
From
and
after the effective date of the merger or consolidation, no stockholder who
has
demanded appraisal rights as provided in subsection (d) of this section shall
be
entitled to vote such stock for any purpose or to receive payment of dividends
or other distributions on the stock (except dividends or other distributions
payable to stockholders of record at a date which is prior to the effective
date
of the merger or consolidation); provided, however, that if no petition for
an
appraisal shall be filed within the time provided in subsection (e) of this
section, or if such stockholder shall deliver to the surviving or resulting
corporation a written withdrawal of such stockholder's demand for an appraisal
and an acceptance of the merger or consolidation, either within 60 days after
the effective date of the merger or consolidation as provided in subsection
(e)
of this section or thereafter with the written approval of the corporation,
then
the right of such stockholder to an appraisal shall cease. Notwithstanding
the
foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed
as to any stockholder without the approval of the Court, and such approval
may
be conditioned upon such terms as the Court deems just.
(l)
The
shares of the surviving or resulting corporation to which the shares of such
objecting stockholders would have been converted had they assented to the merger
or consolidation shall have the status of authorized and unissued shares of
the
surviving or resulting corporation.
Preliminary
Copy
P
R O X Y
THIS
PROXY IS SOLICITED BY THE STILWELL GROUP IN OPPOSITION TO THE BOARD OF DIRECTORS
OF SCPIE HOLDINGS INC.
SCPIE
HOLDINGS INC.
SPECIAL
MEETING OF SHAREHOLDERS
_________________,
2008
VOTING
CONTROL NUMBER
Your
vote is important. Casting your vote in one of the three following ways votes
all shares of Common Stock of
SCPIE
Holdings Inc.
that you are entitled to vote. Internet and telephone voting facilities are
available 24 hours a day, seven days a week. Please consider the issues
discussed in the proxy statement and cast your vote:
|
§
|
VIA
INTERNET
- Have the above control number handy when you go to:
https://www.proxyvotenow.com/skp
. Follow the
instructions. You will have the option of receiving an e-mail
confirmation.
|
|
§
|
BY
TELEPHONE
- Dial toll-free from the U.S. or Canada: 1-888-216-1297. Have the
control
number handy and follow the
instructions.
|
|
§
|
BY
MAIL
- Unless you have voted via the Internet or by telephone, complete,
sign
and date the
GOLD
proxy card below and mail it promptly in the enclosed postage-paid
envelope to Ellen Philip Associates, PO Box 1997, New York, NY
10117-0024.
|
Your
Internet or telephone vote must be received no later than 6:00
a.m.,
Eastern
time, on __________, 2008.
Detach
Here
PROXY
SOLICITED BY THE STILWELL GROUP IN OPPOSITION
TO
THE BOARD OF DIRECTORS OF SCPIE HOLDINGS INC.
GOLD
PROXY CARD
|
GOLD
PROXY CARD
|
SCPIE
HOLDINGS INC.
SPECIAL
MEETING OF SHAREHOLDERS
_________________,
2008
The
undersigned hereby appoints Joseph Stilwell, Spencer Schneider, and ___________,
or any of them, as proxies with full power of substitution, to vote in the
name
of and as proxies for the undersigned at the Special Meeting of SCPIE Holdings
Inc. (the "Company"), to be held on _________________, 2008, at ___ _m. (local
time), and at any adjournment(s) or postponement(s) thereof, according to the
number of votes that the undersigned would be entitled to cast if personally
present on the matters shown on the reverse side:
This
proxy, when properly executed, will be voted in the manner directed herein
by
the undersigned Shareholder.
Unless
otherwise specified, this proxy will be voted "AGAINST" Proposal 1 relating
to
the merger agreement with The Doctors Company and “AGAINST” Proposal 2 relating
to adjournment of the Special Meeting.
This
proxy revokes all prior proxies given by the undersigned.
Until
the
voting deadline, you may revoke a prior proxy vote at any time by submitting
a
new vote, which automatically revokes any previous vote. ONLY YOUR LATEST VOTE
WILL COUNT IN THE TABULATION.
In
their
discretion, the proxies are authorized to vote upon such other business as
may
properly come before the meeting, or any adjournments or postponements thereof,
as provided in the proxy statement provided herewith.
The
proxies may exercise discretionary authority only as to matters unknown to
the
Group a reasonable time before this Proxy Solicitation.
Unless
you have voted via the Internet or by telephone, please mark this GOLD proxy
card on the reverse side, sign it and date it, and return it promptly in the
envelope
provided.
THANK
YOU FOR VOTING
Detach
Here
GOLD
PROXY CARD
|
GOLD
PROXY CARD
|
We
recommend that you vote AGAINST Proposal 1.
1.
To
adopt the Agreement and Plan of Merger, dated October 15, 2007, by and among
The
Doctors Company, Scalpel Acquisition Corp. and SCPIE Holdings Inc.
|
¨
FOR
|
¨
AGAINST
|
¨
ABSTAIN
|
We
recommend that you vote AGAINST Proposal 2.
2.
To
adjourn the special meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the special meeting
to
adopt the Agreement and Plan of Merger, dated October 15, 2007, by and among The
Doctors Company, Scalpel Acquisition Corp. and SCPIE Holdings Inc.
|
¨
FOR
|
¨
AGAINST
|
¨
ABSTAIN
|
______________
Signature
|
______________
Signature
(Joint Owners)
|
______________
,
2008
Date
|
Please
sign exactly as your name appears hereon or on proxy cards previously
sent
to you by the Company. When shares are held by joint tenants, both
should
sign. When signing as an attorney, executor, administrator, trustee,
or
guardian, please give full title as such. If a corporation, please
sign in
full corporation name by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized person.
This proxy card votes all shares held in all capacities.
|
______________
Title
|
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