National Atlantic Holdings Corp - Proxy Statement (definitive) (DEF 14A)
2008年3月15日 - 6:15AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Filed by the Registrant [X]
Filed by a Party other than 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 s. 240.14a-12
NATIONAL ATLANTIC HOLDINGS CORPORATION
(Name of Registrant as Specified in Its Charter)
Not Applicable
(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:
An open letter to employees of National Atlantic Holdings Corporation from Ed
Fernandez, President and CEO of Palisades.
By now you have seen the communication regarding the merger of Palisades and
National Atlantic Holdings Corporation. I'm writing today to introduce myself
and to provide additional information about the activities that will take place
over the next few weeks.
I am excited about the opportunity to work with you and make NAHC an important
part of the Palisades family. Although regulatory requirements limit our taking
certain actions before closing, we are able to tell you now that we plan to
offer employment to a majority of employees at closing to ensure the success of
the combined company. As the first step in this process, we would like to meet
with you so that we have the opportunity to get to know one another. Your
company has invited me to visit your offices on Wednesday, 3/19, with several
Palisades Vice Presidents to introduce myself and for us all to become
acquainted.
By the end of March, I hope we will be able to begin department discussions
about your role after closing and the potential to help make our company
successful in the future. We will also begin the process of integration planning
and set up various special committees to handle those operations. Throughout
this process we are committed to being open, consultative, and fair.
At this point, we do plan on having an office at or near the current Freehold
location once the merger is complete. You should also be aware that employment
opportunities may be available after closing of the merger in one of our six New
Jersey locations: Berkeley Heights, Red Bank, Morganville, Mt. Laurel, Summit,
and Parsippany. We also have an office in Horsham, Pa.
To comply with the Antitrust laws, Palisades and Proformance must still compete
until the merger is consummated. However, people on both sides will spend a
great deal of time planning to integrate the two companies. Your input will be
valuable in guiding us to the many decisions we will make. I can understand how
the uncertainty of your situation can be very stressful, and we will do
everything feasible to openly communicate and move as quickly as possible.
I look forward to seeing you next Wednesday.
Ed Fernandez
President and CEO
Palisades Safety and Insurance Management Corporation
In connection with the proposed transaction, a proxy statement of National
Atlantic and other materials will be filed with SEC. WE URGE INVESTORS TO READ
THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NATIONAL
ATLANTIC AND THE PROPOSED TRANSACTION. Investors will be able to obtain free
copies of the proxy statement (when available) as well as other filed documents
containing information about National Atlantic at http://www.sec.gov, the SEC's
free internet site. Free copies of National Atlantic's SEC filings are also
available on National Atlantic's internet site at
http://www.national-atlantic.com. Stockholders of National Atlantic can obtain
more information about the proposed transaction by reviewing the Form 8-K to be
filed by National Atlantic in connection with the announcement of the entry into
the merger agreement, and any other relevant documents filed with the SEC when
they become available.
National Atlantic and its executive officers and directors may be deemed, under
SEC rules, to be participants in the solicitation of proxies from National
Atlantic's stockholders with respect to the proposed merger. Information
regarding the officers and directors of National Atlantic is set forth in
National Atlantic's proxy statements, previously filed with the SEC. More
detailed information regarding the identity of potential participants, and their
direct or indirect interests, by securities holdings or otherwise, will be set
forth in the proxy statement and other materials to be filed with the SEC in
connection with the proposed merger.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This message contains forward-looking statements, such as those including the
words "expect," "will," and similar expressions, that involve risks and
uncertainties that could cause actual results and events to differ materially
from those anticipated, including the risk National Atlantic's business and its
relationships with customers, employees or suppliers could suffer due to the
uncertainty relating to the merger; that the merger with Palisades may not be
consummated or may be delayed due to a failure of the conditions to close the
merger to be satisfied or a failure of Palisades to close the transaction; and
such other risk factors as may be included from time to time in the reports of
National Atlantic filed with the SEC and posted in the Investor Relations
section of National Atlantic's web site (http://www.national-atlantic.com.). The
forward looking statements included in this document are made only as of the
date of this document and National Atlantic does not undertake any obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by law.
Contact:
National Atlantic Holdings Corporation
Frank Prudente, 732-665-1145
investorrelations@national-atlantic.com
National Atlantic Hldgs Corp (MM) (NASDAQ:NAHC)
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National Atlantic Hldgs Corp (MM) (NASDAQ:NAHC)
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から 9 2023 まで 9 2024