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:
/x/ Preliminary proxy statement / / Confidential,
For Use of the
Commission Only
(as permitted by
Rule 14a-6(e)(2))
/ / Definitive proxy statement
/ / Definitive additional materials
/ / 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:
PRELIMINARY COPY - SUBJECT TO COMPLETION, DATED MAY 1, 2000
BUENA VENTURE ASSOCIATES, L.P.
201 Street, Suite 3200
Fort Worth, Texas 76102
PROXY STATEMENT
in opposition to The Board of Directors of
INSPIRE INSURANCE SOLUTIONS, INC.
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and the enclosed GREEN proxy card are furnished by
Buena Venture Associates, L.P. ("Buena Venture"), to the holders of the
outstanding common stock, par value $.01 per share (the "Common Shares"), of
INSpire Insurance Solutions, Inc., a Texas corporation (the "Company"), in
connection with the solicitation of proxies by and on behalf of Buena Venture
for use at the Company's annual meeting of shareholders (the "Meeting") to be
held on June 23, 2000, and at any and all adjournments or postponements thereof.
The Meeting will be held at 10:00 a.m. local time, at the Worthington
Hotel, 200 Main Street, Fort Worth, Texas 76102 and the close of business on May
1, 2000 has been fixed as the record date for determining shareholders entitled
to notice of and to vote at the Meeting. This Proxy Statement and the enclosed
GREEN proxy card are first being mailed to shareholders on or about ,
2000. The principal executive offices of the Company are located at 300 Burnett
Street, Fort Worth, Texas 76102.
THESE ARE PRELIMINARY PROXY MATERIALS AND, IN ACCORDANCE WITH UNITED STATES
SECURITIES LAWS, DO NOT INCLUDE A PROXY CARD. ONCE OUR PROXY MATERIALS BECOME
DEFINITIVE, YOU WILL RECEIVE ANOTHER COPY ALONG WITH OUR GREEN PROXY CARD WHICH
YOU CAN USE TO VOTE YOUR SHARES.
Pursuant to this Proxy Statement, Buena Venture is soliciting proxies from
holders of outstanding Common Shares for the purpose of electing two director
nominees sponsored by Buena Venture. Buena Venture urges you to sign, date and
return today the enclosed GREEN proxy card in the enclosed postage prepaid
envelope. Buena Venture respectfully requests that you not return any proxy
forms sent to you by the Board of Directors of the Company (the "Board"). If
you have returned a Board proxy card, even if to withhold authority to vote,
please sign, date and return the enclosed GREEN proxy card in the enclosed
postage-prepaid envelope. The latest dated proxy is the only one that counts.
Regardless of how many shares you own, your vote is very important.
IMPORTANT NOTE: If your shares are held in the name of a brokerage firm,
bank or other institution, only it can execute a proxy with respect to your
Common Shares, and only upon receipt of your specific instructions.
Accordingly, you should contact the person responsible for your account and give
instructions for the GREEN proxy card to be signed representing your shares.
For assistance or further information, please call D. F. King & Co., Inc.
("D. F. King"), which is assisting us in this matter, toll free at (800) 207-
3156 or collect at (212) 269-5550.
REASONS FOR THE SOLICITATION
Buena Venture is commencing this proxy solicitation because Buena Venture
believes that the election of its nominees to the Board will cause the Board to
be more responsive to shareholder concerns. Buena Venture expects its nominees
will represent the point of view of shareholders who have made a substantial
investment in the Company, will be independent of management and will bring a
fresh perspective to the Company's problems and opportunities.
THE MEETING
Record Date, Quorum and Voting
The close of business on May 1, 2000 (the "Record Date") has been
established as the record date for determining shareholders entitled to notice
of and to vote at the Meeting or any adjournments or postponements thereof. At
the Record Date, there were, to the best knowledge of Buena Venture,
Common Shares issued and outstanding and entitled to vote.
According to the Company's Restated Articles of Incorporation, each holder
of Common Shares is entitled to one vote per Common Share held on each matter
submitted to a vote of the shareholders. Shareholders of the Company do not
have cumulative voting rights. The presence, in person or by proxy, of holders
of a majority of the outstanding Common Shares entitled to vote at the Meeting
is necessary to constitute a quorum for the transaction of business. Assuming
the presence of a quorum, the affirmative vote of the holders of a plurality of
the Common Shares represented at the Meeting is required for the election of
directors and the affirmative vote of the holders of a majority of the Common
Shares voting at the Meeting is required for the approval of the proposal to
redeem the poison pill. Abstentions and broker non-votes will be counted as
present and entitled to vote in determining whether a quorum is present. With
respect to the election of directors, abstentions and broker non-votes will not
be treated as a vote for or against a particular nominee and therefore will not
affect the outcome of the election of directors.
Only holders of record as of the close of business on the Record Date will
be entitled to vote at the Meeting. If you are a shareholder of record on the
Record Date you will retain your voting rights for the Meeting even if you sell
your Common Shares after the Record Date. Accordingly, it is important that you
vote the Common Shares held by you on the Record Date, or grant a proxy to vote
such Common Shares on the GREEN proxy card, even if you sell such Common Shares
after the Record Date.
Any Shareholder executing and delivering Buena Venture's GREEN proxy card
may revoke such action at any time prior to the voting of the proxy by executing
and delivering a later-dated proxy or an instrument expressly revoking the proxy
to Buena Venture, in care of D.F. King, by mail at 77 Water Street, New York,
New York 10005 or FAX at (212) 809-0692. A proxy may also be revoked by
attending the Meeting and voting in person.
If your Common Shares are held in the name of a brokerage firm, bank or
other institution on the Record Date, only it can execute a proxy with respect
to your Common Shares, and only after receipt of your specific instructions.
Therefore, please contact the person responsible for your account and instruct
that person to execute the GREEN proxy card.
Effect of the Green Proxy Card
Buena Venture is soliciting FOR the election of Buena Venture's director
nominees named in Proposal No. 1. By executing Buena Venture's GREEN proxy
card, shareholders will revoke any earlier dated proxy card which they may have
signed, including proxy cards solicited by the Board. Common Shares represented
by the GREEN proxy card will be voted in accordance with the directions
indicated thereon or, if no direction is indicated, in accordance with the
recommendations of Buena Venture contained in the Proxy Statement as to all
Common Shares represented by that proxy card.
Buena Venture knows of no matters to be presented for action at the Meeting
other than those specified in this Proxy Statement and the Notice of Annual
Meeting of Shareholders distributed by the Company. Should any other matter
properly come before the Meeting, the GREEN proxies held by Buena Venture will
be voted upon these other matters in accordance with the best judgment of the
persons voting such GREEN proxies. The persons named as proxies in Buena
Venture's GREEN proxy card were selected by Buena Venture and are nominees,
employees or representatives of Buena Venture.
Buena Venture respectfully requests that you not return any proxy cards
sent to you by the Board. The enclosed GREEN proxy card gives you the
opportunity to instruct the proxies named therein to vote your shares for a full
slate of director nominees. If you have returned a Board proxy card, even if to
withhold authority to vote, please sign, date and return Buena Venture's
enclosed GREEN proxy card in the enclosed postage prepaid envelope. The latest
dated proxy is the only one that counts. Regardless of how many shares you own,
your vote is very important.
Proposal No. 1: Election of Directors
The Company's Restated Articles of Incorporation provide for three classes
of directors, with each class serving a three-year term and with one class being
elected each year. All three classes of directors consist of two members. Two
members of the Board are proposed to be elected at the Meeting for a term
expiring at the annual meeting of stockholders in 2003. Other directors will
continue in office until the expiration of the terms of their classes at the
2001 or 2002 annual meeting of stockholders, as the case may be. The two
nominees for election as directors who receive the greatest number of votes cast
for the election of directors by the holders of Common Shares entitled to vote
at the Meeting at which a quorum is present will become directors at the
conclusion of the tabulation of votes. See "-- Record Date, Quorum and Voting"
above. A shareholder's abstention from voting and any broker non-votes will be
counted for purposes of determining whether a quorum is present but will not be
treated as a vote for or against any particular nominee and therefore will not
affect the outcome of the election of directors. Each director nominee so
elected will hold office until the expiration of his term at the annual meeting
of shareholders to be held in 2003 and until such nominee's successor has been
elected and qualified. The proxies given to the persons named in Buena
Venture's enclosed GREEN proxy card will be voted for the election of Buena
Venture's two nominees listed below (unless the proxy withholds authority to
vote for any of such nominees). See "--Effect of the Green Proxy Card" above.
The proxies cannot be voted for a greater number of persons than the number of
nominees named. In case of the inability of any of the nominees to serve such
proxies will be voted for the balance of those named and for substitute
nominees, but Buena Venture now knows of no reason to anticipate that any
substitutions will occur.
Buena Venture recommends a vote FOR the nominees listed below.
Name, Age and Business Address Principal Occupation During the
Last Five Years
John F. Pergande (37) Vice President of Buena
Buena Holdings Genpar, Inc. Holdings Genpar, Inc. (general
201 Main Street, Suite 3200 partner of the general partner
Fort Worth, Texas 76102 of Buena Venture Associates,
L.P. (private venture capital
partnership)) since 1998; Chief
Financial Officer of Pyramid
Services, Inc. (developer of
insurance claims processing
software) from 1997 to 1998;
Member, Corporate Finance
Group, Electronic Data Systems,
Inc. (computer systems and
services) from 1995 to 1997;
prior to 1995, Corporate Banker
for Citibank (diversified
financial services).
Greg B. Kent (52) Risk Manager for Bass
Bass Enterprises Production Co. Enterprises Production Co. (oil
201 Main Street, Suite 2700 exploration and drilling and
Fort Worth, Texas 76102 hydrocarbon production) since
1989; Director, National
Reinsurance Corporation
(insurance) from 1991 to 1996.
Like Buena Venture, Bass
Enterprises Production Co. is
an affiliate of Mr. Sid R. Bass
of Fort Worth, Texas. See
"Background -- Who is Buena
Venture."
According to the proxy statement for the Company's 1999 annual meeting of
shareholders, each member of the Company's Board who is not also an employee of
the Company currently receives an annual fee of $15,000, a fee of $1,000 for
each Board meeting attended, a fee of $300 for each committee meeting attended
and reimbursement of travel expenses to attend such meetings. In addition,
directors who serve as chairman of a committee receive an additional annual fee
of $3,000. Nonemployee directors may also participate in the 1997 Director
Stock Option Plan, as amended by the Board in February, 1998 (the "1997 Director
Plan"). Pursuant to the 1997 Director Plan, each new nonemployee director
elected (or appointed to fill a vacancy) to the Board of Directors receives a
stock option grant of 3,750 Common Shares. These options provide for the
purchase of shares at the fair market value of the stock on the date of the
grant, fully vesting on the date of the grant.
Buena Venture believes that each Buena Venture nominee, if elected, will
receive the Company's regular directors' compensation, as set forth above, and
will be indemnified for his services as a director of the Company to the same
extent indemnification is available to directors of the Company under the
Company's bylaws.
In addition, Buena Venture believes that, upon election, Buena Venture
nominees will be covered by the Company's officer and director liability
insurance, assuming the Company has in effect a standard officer and director
insurance policy. Buena Venture has also agreed to indemnify Buena Venture
nominees against any expenses (including legal fees) arising out of their
participation in the proxy solicitation.
BACKGROUND
Who is Buena Venture?
Buena Venture Associates, L.P., a Texas limited partnership, is a private
venture capital partnership based in Fort Worth, Texas. Buena Venture
Associates, L.P. was formed in 1998 by its general partner, Buena Holdings
Associates, L.P. Buena Holdings Associates, L.P., in turn, is a Texas limited
partnership formed by its general partner, Buena Holdings Genpar, Inc. to manage
Buena Venture Associates, L.P. Buena Holdings Genpar, Inc. is a Delaware
corporation, the sole shareholder of which is The Sid R. Bass Management Trust.
The Sid R. Bass Management Trust is a revocable trust existing under the laws of
the State of Texas, the trustor and a trustee of which is Mr. Sid R. Bass of
Fort Worth, Texas.
Buena Venture's Involvement with the Company
Buena Venture became a significant investor in the Company in October of
1999. It currently owns 2,135,000 Common Shares, or approximately 11.2% of the
Common Shares outstanding.
During the past several months, John Pergande, on behalf of Buena Venture,
has had numerous conversations with George Dunham, the Company's Chief Executive
Officer, about the Company's prospects and available options to maximize
shareholder value. Until December 30, 1999, Mr. Dunham was also Chief Executive
Officer of the Company's largest shareholder, The Millers Insurance Company
("Millers").
These conversations included, on a preliminary basis, the possibility of
Buena Venture's purchasing some or all of Millers' stock and, conversely, the
possibility of the Company's purchasing some or all of Buena Venture's stock.
During these discussions, Mr. Pergande discussed with Mr. Dunham that a sale of
Millers' shares to a single purchaser would require a waiver or redemption of
the Company's poison pill (which has a 15% trigger threshold). During the
course of discussions over three months, Mr. Dunham, in his capacity as Chief
Executive Officer of the Company, indicated that the Company would consider
neither waiving the poison pill nor purchasing Buena Venture's stock at a price
acceptable to Buena Venture. Mr. Dunham and Mr. Pergande also discussed various
Company operational issues, principally the status of the Company's upgrade of
its insurance software and the possibility of a licensing arrangement involving
the internet software platform being developed by InsureZone, Inc., an affiliate
of Buena Venture.
None of these discussions proved fruitful. Then, on March 27, 2000, the
Company announced that its Board had amended and restated its bylaws on March
23, 2000, as follows:
1. The Company's first bylaw amendment provides that the annual
meeting of shareholders may be held at any such time and date as the Board
may select.
2. The Company's second bylaw amendment effectively provides that, in
order for a shareholder to bring business, including the election of
directors, before an annual meeting of shareholders, the shareholder must
have so notified the Company not less than 90 nor more than 120 days prior
to the anniversary date of the preceding year's annual meeting.
Following this announcement by the Company, Mr. Pergande contacted Mr.
Dunham regarding the date of the Company's upcoming annual meeting of
shareholders and the purpose behind the bylaw amendment. Buena Venture was not
encouraged by Mr. Dunham's response and, therefore, released the following press
release on April 5, 2000:
INSpire Insurance Solutions Board Silences Shareholders
Fort Worth, April 5, 2000 - The following statement has been issued by 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.
Buena Venture currently owns 11% of the common shares of INSpire Insurance
Solutions Inc., a Fort Worth, Texas, based company that provides policy and
claims administration solutions for all property and casualty insurance
products:
"On March 27, 2000, INSpire Insurance Solutions filed notice with the
Securities and Exchange Commission that its Board of Directors amended the
corporation's bylaws on March 23, 2000. The change requires that any
shareholder desiring to make nominations or introduce any other business at the
annual meeting must 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.
"We are shocked by this act making it impossible for shareholders to raise
business matters or nominate persons to the Board of Directors. Such a
retroactive bylaw is unconscionable, unfair and unenforceable.
"Our real concern, however, is that the Board of Directors would attempt to
silence shareholders. Who owns INSpire Insurance Solutions? Is this the way
the Directors represent the shareholders, or the way the Directors represent
themselves?
"Over the coming days we will discuss these issues with other shareholders
and determine what action to take. Shareholders interested in sharing their
views with us should call us directly at (817) 339-7400 and ask for John
Pergande."
[Legends omitted]
After receiving no response to the concerns raised in the press release,
Buena Venture sent the following letter to Mr. Dunham and each member of the
Board on April 18, 2000:
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
cc: Board of Directors By: /s/ John F. Pergande
John Pergande,
Vice President
Simultaneously with the delivery of the foregoing letter, Buena Venture
filed suit in the District Court of Tarrant County, Texas seeking a judicial
declaration that the bylaw recently adopted by the Company, and to be applied
retroactively against the Company's shareholders, is void and unenforceable with
respect to the Company's upcoming annual meeting of shareholders tentatively
scheduled for June 23, 2000.
On May 1, 2000, Buena Venture delivered to the Company a demand under Texas
law to inspect the Company's list of shareholders and filed this Proxy Statement
(in preliminary form) with the Securities and Exchange Commission, and proceeded
with the solicitation described herein.
VOTING SECURITIES OUTSTANDING
The following table provides information as to the beneficial ownership of
the Common Shares by Buena Venture nominees, each current director and officer,
all current officers and directors as a group, and each other person who
beneficially owns 5% or more of the Common Shares. The information for current
directors, current officers and for all current officers and directors as a
group has been taken from the Company's 1999 annual meeting proxy statement
dated April 1, 1999. The information for beneficial holders (other than Buena
Venture) of 5% or more of the Common Shares has been taken from each such
holder's most recent filing on Schedule 13D or 13G with the Securities and
Exchange Commission. Although Buena Venture has no reason to believe that any
such information is inaccurate or incomplete, Buena Venture has undertaken no
independent investigation of such information and does not assume any
responsibility for its accuracy or completeness.
Buena Venture Nominees
Name And
Address Of Common Percent Of
Beneficial Owner Stock Class
John F. Pergande -0- -0-
201 Main Street, Suite 3200
Fort Worth, Texas 76102
Greg B. Kent -0- -0-
201 Main Street, Suite 2700
Fort Worth, Texas 76102
Current Directors and Named Executive Officers
Name Of Common Percent Of
Beneficial Owner Stock Class
F. George Dunham, III 817,619(1) 4.4%
Ronald O. Lynn 131,856(2) *
Robert K. Agazzi 148,483(3) *
Jeffrey W. Robinson 123,856(4) *
Harry E. Bartel 12,000(5) *
R. Earl Cox, III 12,000(5) *
Mitch S. Wynne 36,500(6) *
Jeffrey W. Robinson (7)
Daniel E. Berce (7)
All directors and executive
officers as a group
(12 individuals) (8) 1,324,414(9) 7.5%
* Less than 1%.
(1) Includes 5,100 Common Shares held in trusts, of which Mr. Dunham or a
person controlled by Mr. Dunham is trustee, for the benefit of certain family
members of Mr. Dunham, and 716,807 Common Shares issuable upon exercise of
options exercisable within 60 days of April 1, 1999.
(2) Includes 128,856 Common Shares issuable upon exercise of options
exercisable within 60 days of April 1, 1999.
(3)Includes 120,107 Common Shares issuable upon exercise of options exercisable
within 60 days of April 1, 1999.
(4)Represents Common Shares issuable upon exercise of options exercisable
within 60 days of April 1, 1999.
(5)Includes, 7,500 Common Shares issuable upon exercise of options exercisable
within 60 days of April 1, 1999. Does not include options covering
additional shares granted following the Company's 1999 annual meeting
pursuant to the 1997 Director Plan.
(6)Includes 24,000 Common Shares held in trusts, of which Mr. Wynne or a person
controlled by Mr. Wynne is trustee, for the benefit of certain family
members of Mr. Wynne, and 7,500 Common Shares issuable upon exercise of
options exercisable within 60 days of April 1, 1999. Does not include
options covering additional shares granted following the Company's 1999
annual meeting pursuant to the 1997 Director Plan.
(7) Information not yet publicly available.
(8)Does not include Daniel E. Berce, who was appointed a director of the
Company by the Board on March 29, 1999, or Jeffrey W. Robinson, who was
appointed a director of the Company on January 7, 2000. Pursuant to the
1997 Director Plan, Mr. Berce was granted options to purchase 3,750 Common
Shares, which vested and became exercisable on the date of grant, March 29,
1999.
(9)Includes 1,187,126 Common Shares issuable upon exercise of options
exercisable within 60 days of April 1, 1999.
Principal Stockholders
The following table sets forth information regarding each person who, to
Buena Venture's knowledge, owns more than 5% of any class of the Company's
outstanding voting securities:
Name And
Address Of Common Percent Of
Beneficial Owner Stock Class
Buena Venture 2,135,000(1) 11.2%
201 Main Street, Suite 3200
Fort Worth, Texas 76102
The Millers Insurance Company 4,606,875(2) 24.0%
300 Burnett Street
Fort Worth, Texas 76102-2799
Massachusetts Financial Services Company 2,109,430(3) 11.1%
500 Boylston Street
Boston, Massachusetts 02116
Eagle Asset Management, Inc. 1,068,174(4) 5.62%
880 Carillon Parkway
St. Petersburg, Florida 33716
Warburg Pincus Asset Management, Inc. 965,100(5) 5.1%
466 Lexington Avenue
New York, New York 10017
(1) Shares are held by Buena Venture Associates, L.P., the general partner
of which is Buena Holdings Associates, L.P., whose sole general partner, in
turn, is Buena Holdings Genpar, Inc., all of whose stock is owned by The Sid
R. Bass Management Trust. In his capacity as a Trustee of the Sid R. Bass
Management Trust, Sid R. Bass may also be deemed to own beneficially the
2,135,000 Common Shares directly beneficially owned by Buena Venture
Associates, L.P.
(2) Based on the Schedule 13G/A filed by The Millers Insurance Company with
the Securities and Exchange Commission (the "SEC") on January 21, 2000.
(3) Based on the Schedule 13G/A filed by Massachusetts Financial Services
Company ("MFSC") with the SEC on February 18, 2000. MFSC reported sole
voting power as to 1,766,280 common Shares and sole dispositive power as to
2,109,430 Common Shares.
(4) Based on the Schedule 13G filed by Eagle Asset Management, Inc.
("Eagle") with the SEC on January 10, 2000. Eagle reported sole voting and
dispositive power as to 1,068,174 Common Shares.
(5) Based on the Schedule 13G filed by Warburg Pincus Asset Management, Inc.
with the Commission on January 13, 1999.
CERTAIN ADDITIONAL INFORMATION
The rules of the SEC require Buena Venture to make available to shareholders
certain additional information with respect to its director nominees and any
others who may be deemed to be participants in Buena Venture's solicitation
(each, including all the entities specified in the following paragraph, a
"Participant").
The name, business address, principal occupation and principal business of
Buena Venture's nominees appear above under "The Meeting--Proposal No. 1:
Election of Directors." The principal business of Buena Venture Associates,
L.P. is the purchase, sale, exchange, acquisition and holding of investment
securities and other investments. The general partner of Buena Venture
Associates, L.P. is Buena Holdings Associates, L.P., the principal business of
which is serving as the general partner of Buena Venture Associates, L.P. and
activities related thereto. The general partner of Buena Holdings Associates,
L.P. is Buena Holdings Genpar, Inc., the principal business of which is
investments in securities and activities related thereto. Sid R. Bass
(President and sole director) and John F. Pergande (Vice President) are the
principal officers of Buena Holdings Genpar, Inc. and its sole shareholder is
The Sid R. Bass Management Trust. The principal occupation of Mr. Pergande is
set forth above under "The Meeting --Proposal No. 1: Election of Directors."
The principal occupation of Mr. Bass is serving as the President of Sid R. Bass,
Inc., a Texas corporation. Mr. Bass's business address is 201 Main Street,
Suite 2700, Fort Worth, Texas 76102. The Sid R. Bass Management Trust, the
trustor and a trustee of which is Sid R. Bass, is a revocable grantor trust
existing under the laws of the State of Texas. The business address of The Sid
R. Bass Management Trust is 201 Main Street, Suite 2700, Fort Worth, Texas
76102. Unless otherwise noted herein, the business address of each person and
entity named in this paragraph is 201 Main Street, Suite 3200, Fort Worth, Texas
76102.
The number of Common Shares owned, of record or beneficially, by Buena
Venture's nominees is set forth above under "Voting Securities Outstanding --
Buena Venture Nominees." The number of Common Shares owned, of record or
beneficially, by Buena Venture Associates, L.P. is set forth above under "Voting
Securities Outstanding -- Principal Shareholders" and in Note 1 thereto. Except
insofar as any of the other persons or entities specified in Note 1 may be
deemed, under the rules of the Securities and Exchange Commission, to be the
indirect owners of the 2,135,000 shares held by Buena Venture Associates, L.P.,
none of such persons or entities owns any securities of the Company.
Schedule I hereto states, with respect to all securities of the Company
purchased or sold within the past two years by each Participant, the dates on
which they were purchased or sold and the amount purchased or sold on each such
date. Participants not named in Schedule I have not purchased or sold any of
the Company's securities. No part of the purchase price or market value of any
of such securities is represented by funds borrowed or otherwise obtained for
the purpose of acquiring or holding such securities. Except as set forth
herein, no Participant is, or was within the past year, a party to any contract,
arrangement or understanding with any person with respect to any of the
Company's securities 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.
Except as set forth above and under "Voting Securities Outstanding" neither
the Participants nor any of their associates own beneficially, directly or
indirectly, any securities of the Company.
Each of Buena Venture's nominees has agreed to stand for election as a
director of the Company at the request of Buena Venture.
Except as set forth above under "The Meeting -- Proposal No. 1: Election of
Directors," or under "Certain Additional Information," no Participant or any
associate of any Participant (i) has any arrangement or understanding with any
person with respect to any future employment by the Company or its affiliates,
(ii) has any arrangement or understanding with any person with respect to any
future transactions to which the Company or any of its affiliates will or may be
a party or (iii) had during the last fiscal year any direct or indirect material
interest with respect to any, or has any such interest with respect to any
currently proposed, transaction or series of similar transactions in which the
amount involved exceeds $60,000 and to which the Company or any of its
subsidiaries was or is to be a party.
THE SOLICITATION
The entire cost of the solicitation of proxies by Buena Venture will be borne
by Buena Venture. Buena Venture does not intend to seek reimbursement from the
Company for these expenses if Buena Venture nominees are elected to the Board of
Directors. Buena Venture estimates that total expenditures relating to such
solicitation, including D.F. King's fees and expenses, will be approximately
$250,000 of which approximately $80,000 has been expended to date. Proxies will
be solicited by mail, advertisement, telephone, and in person. Nominees and the
other persons identified as Participants herein may, without additional
compensation, make solicitations through personal contact or by telephone, and
arrangements may be made with brokerage houses or other custodians, nominees and
fiduciaries to send solicitation material to their principals. Buena Venture
will reimburse any such person for his reasonable expenses. In addition, Buena
Venture has retained D. F. King to assist in the solicitation of proxies on
behalf of Buena Venture for a fee not to exceed $35,000 and reimbursement for
its direct and indirect expenses. Buena Venture cannot now determine how many
persons will be used by D. F. King in its solicitation efforts but anticipates
that approximately 25 such persons will be used. Buena Venture also expects to
agree to indemnify D. F. King against certain liabilities and expenses,
including liabilities and expenses under the federal securities laws.
IMPORTANT
If your shares are registered in the name of a brokerage firm, bank or other
institution, only it can execute a proxy for such shares and only after
receiving your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute the GREEN proxy
card. If you have any questions or need assistance, please contact D. F. King,
which is assisting us in this matter, toll free at (800) 207-3156 or collect at
(212) 269-5550.
PLEASE ACT PROMPTLY -- SIGN, DATE AND MAIL THE GREEN
PROXY CARD TODAY!
Schedule I
This Schedule sets forth information concerning all shares of the Common
Stock of INSpire Insurance Solutions, Inc. purchased and sold by each
Participant within the past two years, the dates on which they were purchased or
sold and the amount purchased or sold on each such date. None of the
Participants have purchased or sold any securities of INSpire Insurance
Solutions, Inc. other than Common Stock within the past two years.
BUENA VENTURE ASSOCIATES, L.P.
Number of Shares
Date Purchased (P) or Sold (S)
10/18/99 20,000(P)
10/19/99 230,000(P)
10/20/99 85,000(P)
10/20/99 162,400(P)
10/21/99 25,000(P)
10/21/99 225,000(P)
10/21/99 10,800(P)
10/22/99 56,000(P)
10/22/99 46,000(P)
10/22/99 500,000(P)
10/25/99 200,000(P)
10/25/99 287,300(P)
10/25/99 2,500(P)
10/26/99 285,000(P)
PRELIMINARY COPY--FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
INSPIRE INSURANCE SOLUTIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF BUENA VENTURE PARTNERS, L.P. ("BUENA
VENTURE"), FOR THE ANNUAL MEETING TO BE HELD ON JUNE 23, 2000, OR ANY
POSTPONEMENT OR ADJOURNMENT THEREOF.
THE UNDERSIGNED hereby constitute(s) and appoint(s) John F. Pergande and Greg
B. Kent, and each of them, as proxies, with full power of substitution, to
represent and to vote all shares of the common stock of INSpire Insurance
Solutions, Inc. (the "Company") that the undersigned would be entitled to vote
if personally present at the above stated Annual Meeting, and at any
postponement or adjournment thereof, as instructed below. The undersigned
hereby revokes any previous proxies with respect to the matters covered by this
proxy.
1. ELECTION OF DIRECTORS
Buena Venture nominees:
Buena Venture recommends a vote FOR the election of the Buena Venture
Nominees listed below.
FOR the two nominees [ ] WITHHOLD AUTHORITY [ ]
listed below (except as marked to vote for the two
to the contrary below) nominees listed below
John F. Pergande and Greg B. Kent
Instruction: To withhold authority to vote for any individual nominee, mark
FOR above and write that nominee's name in the space provided below.
(Continued And To Be Signed On The Other Side)
PROXY (Continued From Other Side)
This Proxy will be voted in accordance with the undersigned shareholder's
specifications hereon. IN THE ABSENCE OF SUCH SPECIFICATIONS, THE PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES SPECIFIED IN PROPOSAL NO. 1. As to such
other matters as properly may come before the Annual Meeting, this Proxy will be
voted by the proxies named on the reverse hereof according to their discretion.
+ + Dated:
(Signature)
(Title)
+ +
Please sign exactly as your name appears
hereon. When shares are held by joint tenants,
both should sign. When signing as an attorney,
executor, administrator, trustee, guardian,
corporate officer or partner, give full title
as such. If a corporation, sign in full
corporate name by authorized officer. If a
partnership, sign in partnership name by
authorized person.
Please vote, date, sign and return
this Proxy promptly using the
enclosed postage prepaid envelope.
