DEFA14A 1 d377375ddefa14a.htm SCHEDULE 14A Schedule 14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934,

as amended

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SIGNATURE GROUP HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
Not Applicable
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Supplemental Information
July 2012

PRIVATE AND CONFIDENTIAL
CAUTIONARY STATEMENT
This
presentation
may
contain
certain
“forward-looking
statements”
within
the
meaning
of
the
Private
Securities Litigation Reform Act of 1995, including statements with regard to the future performance of
Signature
Group
Holdings,
Inc.
(“Signature”
or
the
“Company”).
Words
such
as
“believes,”
“expects,”
“projects,”
“anticipates,”
and
“future”
or
similar
expressions
are
intended
to
identify
forward-looking
statements.  These forward-looking statements are subject to the inherent uncertainties in predicting
future results and conditions.  Certain factors could cause actual results to differ materially from those
projected
in
these
forward-looking
statements,
and
such
factors
are
identified
from
time
to
time
in
our
filings with the Securities and Exchange Commission (“SEC”).  Pursuant to the Private Securities
Litigation Reform Act of 1995, Signature undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
No
representation
or
warranty,
express
or
implied,
is
made
as
to
the
accuracy
or
completeness
of
the
information contained herein, and nothing shall be relied upon as a promise or representation as to the
future of the Company.
For more specific financial information please refer to the Company’s Annual Report on form 10-K for
the year ended December 31, 2011, the Quarterly Report on form 10-Q for the quarter ended March,
31, 2012  and other SEC filings.
2

PRIVATE AND CONFIDENTIAL
SETTING THE RECORD STRAIGHT
Focused approach with heavy emphasis on unlocking the value of the NOL’s
Opportunistically considers acquisitions of strong operating businesses that will be accretive to earnings
for Signature
–
NABCO is a great business, is evidence of our strategy being successfully implemented and has
brought the Company closer to profitability
Takes advantage of relationships with multiple investment banking firms as well as connections that
have been established with management over the last 20 years
Large acquisitions have been and continue to be evaluated, such initiatives are precisely why an increase
in authorized shares is being sought by the Company
The infrastructure to manage a diverse platform of companies with our criteria requires only minimal
resources at the corporate headquarters
3
Signature’s Plan

PRIVATE AND CONFIDENTIAL
SETTING THE RECORD STRAIGHT
McIntyre’s “So Called Plan”
McIntyre has not provided a detailed comprehensive plan to the stockholders
–
His plan is filled with hopes and promises but lacks comprehension
–
An unnamed interim CEO, coupled with a recruiting project to find a long term candidate,  und
uncertain economic terms or conditions that could be demanded, will likely result in corporate
instability and uncertainty for stockholders
–
Lack of senior level or executive management brings additional uncertainty to the organization
–
Legacy matters don’t just go away with a new management team
Exclusive
relationship
with
an
investment
bank
is
not
in
the
best
interest
of
the
stockholders
–
Mr. Peiser proposed a similar strategy while serving as a director,  management and a majority of
the Board thought it was costly, limiting, and unnecessary
–
Would
have
required
the
Company
to
pay
a
$250,000
engagement
fee
that
would
not
be
applied
against the substantial success fees contemplated in the contract
–
Investment bankers interests are not necessarily aligned with Company and stockholder interests
4
“Urgency”
as stated by McIntyre, while sourcing of a large transaction often times leads to overpaying
and settling

PRIVATE AND CONFIDENTIAL
SETTING THE RECORD STRAIGHT
Net Operating Loss Carryforward
The Company’s business strategy heavily emphasizes and contemplates the utilization of this asset
The federal NOL’s have a 20 year life, they do not deteriorate over time
5
–
This
claim
is
disingenuous
on
McIntyre’s
part
and
his
“plan”
would
not
receive
a
different
accounting treatment
The disclosures in the Company’s 10K and 10Qs are required by our public accounting firm
and serve to protect the Company
Contrary to McIntyre’s assertions, the valuation allowance established against the NOL’s in the
Company’s
financial
statements
is
based
on
required
accounting
treatment
under
GAAP
and
is
not
a function of the business plan
The Company has and will continue to aggressively protect the asset to ensure maximum
utilization

PRIVATE AND CONFIDENTIAL
SETTING THE RECORD STRAIGHT
The resignations of Blitzer and Peiser were positive for the Company as their presence on the board was
disruptive
McIntyre previously recommended our nominee Ed Lamb as an independent director, he was brought
on in 2011 and now serves as Chairman of the Audit Committee
–
Mr.
Lamb
successfully
oversaw
the
completion
of
nine
SEC
filings
during his tenure as Audit
Committee Chairman in a thirteen month period and abandoned the use of external counsel
Mr. Tinkler is the epitome of an independent director
–
He is an executive of a firm that is a 4.9% stockholder in the Company
–
Maintains extensive expertise in companies with unique tax attributes and significant legacy
challenges
–
He has no affiliation with Signature management
The current board set their personal financial interests aside to put forth the best slate possible for
stockholders
6
The Board of Directors

PRIVATE AND CONFIDENTIAL
SETTING THE RECORD STRAIGHT
The 2007 rights agreement established while McIntyre was Chairman is appropriate and serves to
protect the NOL’s and stockholders
The potential usage of the rights agreement was not a threat as indicated by McIntyre, it was a response
to
his
formation
of
a
“group”
with
Kingstown
Capital
that
the
Board
believed
could
jeopardize
the
NOL’s
and needed time to examine
The litigation associated with the rights agreement was initiated by McIntyre and Kingstown; the
Company is a defendant seeking to protect the NOL’s
Contrary to McIntyre’s assertion, former President, Ken Grossman, is not the beneficial owner of 5% of
the stock under Section 382 of the IRS Code or for the SEC’s Schedule 13D (Required Notification for 5%
Stockholders)
The Company has operated appropriately, with strong corporate governance and within the confines of
the SEC while it was bringing itself current with its filings, we are now able to hold annual meetings and
have quarterly earnings calls
Mr. McIntyre’s assertions regarding the Company’s Governance are inaccurate
The Company has previously published accurate information regarding Governance
7
Stockholder Rights Agreement
Corporate Governance

PRIVATE AND CONFIDENTIAL
SETTING THE RECORD STRAIGHT
McIntyre Nominee and Former Director, Robert Peiser
In 2010 as a Director, Peiser earned more than the Company’s CEO
Compensation
Mr. McIntyre continues to make erroneous assertions regarding managements overall compensation
We have previously published accurate information regarding compensation
8
Peiser advocated and voted for Director compensation packages that he now opposes as a participant
in the McIntyre Slate
Mr. Peiser requested and received $35,000 in supplemental Audit Committee Chairman fee and
then proced to outsource a significant portion of his decision making responsibilities to an external
counsel costing the Company in excess of $200,000
Mr. McIntyre has made no reference in his filings relating to the compensation levels he would
pay a new management team