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,
as amended
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| SIGNATURE GROUP HOLDINGS, INC. | ||||
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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 |