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. )
Filed by the registrant / /
Filed by a party other than the registrant /x/
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 under Rule 14a-12
INSPIRE INSURANCE SOLUTIONS, INC.
(Name of Registrant as Specified in Its Charter)
Buena Venture Associates, L.P.
(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 is 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:
<PAGE>
Buena Venture Associates Files Litigation, Plans Proxy Fight
Over INSpire Insurance Solutions' `Illegal, Unenforceable' Bylaw
Fort Worth, April 18, 2000 -- Buena Venture Associates, L.P., a private venture
capital partnership located in Fort Worth, Texas, and managed by persons and
entities associated with Sid Bass, said today it has filed a lawsuit against
INSpire Insurance Solutions, Inc. (NASDAQ: NSPR) to overturn an "illegal and
unenforceable" bylaw that restricts shareholders' input at the company's 2000
annual meeting.
In a letter to the company, Buena Venture also said that, absent a
satisfactory response from the company, it would take preparatory steps
necessary to conduct a proxy contest for the two director seats up for election
this year, including the seat held by George Dunham, the company's CEO.
Buena Venture says it is taking the action because it has received no
response from the company to its "retroactive" bylaw change, passed on March 23,
2000, that requires any shareholder desiring to make nominations or introduce
any other business at the annual meeting to notify the Company 90 days before
the anniversary of the previous annual meeting. This means shareholders must
have notified the Company before February 11, 2000.
*****
The following persons and entities may be deemed to be participants in any
potential solicitation of proxies relating hereto. These persons and entities
beneficially own the number of shares of common stock of INSpire Insurance
Solutions, Inc. set forth immediately following each participant's name. Buena
Venture Associates, L.P. (2,135,000), Buena Holdings Associates, L.P.
(2,135,000, in its capacity as the sole general partner of Buena Venture
Associates, L.P.), Buena Holdings Genpar, Inc. (2,135,000, in its capacity as
the general partner of Buena Holdings Associates, L.P.), The Sid R. Bass
Management Trust (2,135,000, in its capacity as the sole shareholder of Buena
Holdings Genpar, Inc.), Sid R. Bass (2,315,000, in his capacity as a Trustee of
The Sid R. Bass Management Trust) John Pergande, an associate of Mr. Bass (none)
and Greg B. Kent (none).
THE ABOVE-NAMED PARTICIPANTS HAVE NOT DETERMINED TO CONDUCT A PROXY CONTEST
WITH RESPECT TO INSPIRE INSURANCE SOLUTIONS, INC. IF, HOWEVER, THEY DETERMINE
TO DO SO, THEY WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION A PROXY
STATEMENT. IN THAT EVENT, SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN
ITS ENTIRETY, AS IT WILL CONTAIN IMPORTANT INFORMATION. ONCE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, SHAREHOLDERS MAY OBTAIN A COPY OF THE PROXY
STATEMENT AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT WWW.SEC.GOV.
A copy of the letter follows.
Buena Venture Associates, L.P.
201 Main Street, Suite 3200
Fort Worth, TX 76102
April 18, 2000
Mr. George Dunham
Chief Executive Officer
INSpire Insurance Solutions, Inc.
300 Burnett Street
Fort Worth, TX 76102
Dear Mr. Dunham:
Last month you and the rest of INSpire's Board of Directors adopted an
illegal and unenforceable bylaw in an attempt to muzzle shareholders at this
year's upcoming annual meeting. We have already expressed to you, both
privately and publicly, our shock and dismay.
Frankly, we had hoped to hear from you by now with some positive news. But
we have heard nothing. We have consequently filed earlier today a lawsuit
requesting that the Texas courts formally declare that your bylaw is illegal and
void as applied to this year's meeting.
We have also regretfully commenced taking the preparatory steps necessary
to conduct a proxy contest with respect to the two director seats open for
election this year - one of which is yours. We have engaged D.F. King to
assist us, and we have asked our attorneys to start preparing draft preliminary
proxy materials for filing with the Securities and Exchange Commission.
We do not believe, however, that a proxy contest and yet more litigation
are necessarily in the best interests of the Company and its shareholders right
now. Neither, presumably, do you.
This time we expect an answer.
Very truly yours,
BUENA VENTURE ASSOCIATES, L.P.
By: Buena Holdings Associates,
L.P., general partner
By: Buena Holdings Genpar,
Inc., general partner
By: /s/ John Pergande
John Pergande,
Vice President
