UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Copy to:
Michael T. Cronin, Esq.
Johnson, Pope, Bokor, Ruppel & Burns, LLP
911 Chestnut Street
Clearwater, Florida 33756
(727) 461-1818
February 14, 2011 |
(Date of Event which requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D
CUSIP No. 910710102 Page 2 of 9 Pages
1 | NAME OF REPORTING PERSON Neil W. Savage | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) X . (b) . | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) . | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 57,774 | |
8 | SHARED VOTING POWER 1,613,306 | ||
9 | SOLE DISPOSITIVE POWER 57,774 | ||
10 | SHARED DISPOSITIVE POWER 1,613,306 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,671,080 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* . | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.79% | ||
14 | TYPE OF REPORTING PERSON* IN | ||
SCHEDULE 13D
CUSIP No. 910710102 Page 3 of 9 Pages
1 | NAME OF REPORTING PERSON Kern M. Davis | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) X . (b) . | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) . | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 214,986 | |
8 | SHARED VOTING POWER 1,613,306 | ||
9 | SOLE DISPOSITIVE POWER 214,986 | ||
10 | SHARED DISPOSITIVE POWER 1,613,306 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,828,292 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* . | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.25% | ||
14 | TYPE OF REPORTING PERSON* IN | ||
SCHEDULE 13D
CUSIP No. 910710102 Page 4 of 9 Pages
1 | NAME OF REPORTING PERSON William W. Hood, III | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) X . (b) . | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) . | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 184,416 | |
8 | SHARED VOTING POWER 1,613,306 | ||
9 | SOLE DISPOSITIVE POWER 184,416 | ||
10 | SHARED DISPOSITIVE POWER 1,613,306 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,799,722 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* . | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.98% | ||
14 | TYPE OF REPORTING PERSON* IN | ||
SCHEDULE 13D
CUSIP No. 910710102 Page 5 of 9 Pages
ITEM 1.
SECURITY AND ISSUER.
The securities to which this statement relates are shares of common stock, par value $0.0001 per share (the “Shares”), of United Insurance Holdings Corp., a Delaware corporation (the “Issuer” or “United”). The principal executive office of United is 360 Central Avenue, Suite 900, St. Petersburg, Florida 33701.
ITEM 2.
IDENTITY AND BACKGROUND.
(a) – (c)
This Statement is filed by the following persons ("Reporting Persons"):
(1) Neil W. Savage, whose business address is 333 Third Avenue North, Suite 400, St. Petersburg, Florida 33701. Mr. Savage’s current principal occupation and employment is founder of Directed Capital Resources, LLC, located at 333 Third Avenue, North, Suite 400, St. Petersburg, Florida 33701.
(2) Kern M. Davis, whose business address is 4563 Central Avenue, Suite A, St. Petersburg, Florida 33713. Mr. Davis is a practicing pathologist with Pathology Associates, located at 4563 Central Avenue, Suite A, St. Petersburg, Florida 33713.
(3) William H. Hood, III, whose business address is 3003 Palm Harbor Boulevard, Suite A, Palm Harbor, Florida 34683. Mr. Hood’s current principal occupation and employment is that of a private investor through Hall Holdings, LLC, located at 3003 Palm Harbor Boulevard, Suite A. Palm Harbor, Florida 34683.
(d)
During the last five years, the Reporting Persons have not (i) been convicted in a criminal
proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(e)
During the last five years, the Reporting Persons have not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The Reporting Persons are each citizens of the USA.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Each of the Reporting Persons were among the original investors and founders of United Property and Casualty Insurance Company and its parent, United Insurance Holdings, LC. Effective September 30, 2008, United Insurance Holdings, LC merged with and into FMG Acquisition Corp., thereby creating United Insurance Holdings Corp. (the “Issuer” or “United”). In connection with this merger, each of the Reporting Persons resigned as directors of United Insurance Holdings, LC and United Property and Casualty Insurance Company. All shares of the Issuer of which the Reporting Persons have sole voting power and sole dispositive power, relate to shares of the Issuer acquired by the Reporting Persons prior to or in connection with the merger. All shares of the Issuer with shared voting or dispositive powers relate to shares of the Issuer for which the Reporting Persons hold a proxy, as more fully described in Items 4 and 5 below. All consideration for purchase of the Issuer’s securities was through personal funds of each Reporting Person.
ITEM 4.
PURPOSE OF TRANSACTION.
In 1999, in connection with the formation of United Insurance Holdings, LC and United Property and Casualty Insurance Company, each of the Reporting Persons acquired the securities, which were exchanged for shares of the Issuer’s common stock in the September 2008 merger. As indicated in Item 3 above, the Reporting Persons resigned as directors of United Insurance Holdings, LC and United Property and Casualty Insurance Company, on or about September 30, 2008. Since their resignation as directors of United Insurance Holdings, LC and United Property and Casualty Insurance Company, the Reporting Persons have not had any control or influence over the operations or management of the Issuer.
5
SCHEDULE 13D
CUSIP No. 910710102 Page 6 of 9 Pages
A written agreement (the “Agreement”) was entered into as of February 14, 2011 by the Reporting Persons, thereby forming a group under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the rules of the SEC promulgated under the Exchange Act, the group is deemed to have acquired beneficial ownership, for purposes of Section 13(d) and 13(g) of the Exchange Act, of all equity securities of the Issuer beneficially owned by each member of the group and for the proxies granted to the Reporting Persons as described below. None of the members of the group purchased any additional shares of the Issuer in connection with this Agreement. The members of the group and others held discussions and meetings prior to February 14, 2011 to discuss the matters described in this Item 4, but no agreement was reached among the parties as a result of such meetings and discussions, and no group was formed under the Exchange Act, until February 14, 2011. The description of the Agreement in this Schedule 13D is qualified in its entirety by reference to the full text of the Agreement, copy of which is filed with this Schedule 13D as Exhibit “99.2”.
Since the merger in September 2008, the Reporting Persons have been dissatisfied with, among other matters, the financial position and results of United’s operations and the price levels and liquidity of United’s common shares. In the future, the group members may desire to have greater influence and input into the business, direction and operations of United, and accordingly desire to form a group so that management of United and other United shareholders are aware of the Reporting Persons position and aggregate beneficial ownership of the Issuer’s common stock.
The Reporting Persons solicited proxies for shares of United common stock in reliance upon Rule 14a-2(b)(2) under the Exchange Act, which permits unregistered solicitations of up to ten (10) stockholders to be made without incurring proxy filing and disclosure obligations. Item 5 to this Schedule 13D sets forth the identity of the other United shareholders that granted the Reporting Persons their proxy and the number of shares currently underlying each proxy. A form of the proxy is attached as Exhibit “99.3” to this Schedule 13D, to which reference is hereby made.
The Agreement contains provisions which restrict the group members and parties granting proxies the ability to sell or otherwise dispose of any of the Issuer’s securities during the term of the Agreement. The Agreement shall terminate upon the earlier of three (3) years form the effective date of the Agreement or the date on which two (2) of the three (3) group members indicate their intent to withdraw from the group. Appropriate amendments to this Schedule 13D will be filed upon the occurrence of such events.
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between any Reporting Person or any other persons respect to any securities of the Issuer, except with respect to the transactions described in this Item 4 and Item 5. Other than as set forth in this Item 4, none of the Reporting Persons have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraph (a) through (j) of Item 4 of Schedule 13D.
Notwithstanding the above, the Reporting Persons may make additional purchases of Common Stock, either in the open market or in private transactions, including the exercise of options or warrants, depending on the Reporting Persons’ evaluation of the Issuer’s business, prospects and financial condition, the market for the common stock, other opportunities available to the Reporting Persons, prospects for the Reporting Persons’ own business, general economic conditions, money and stock market conditions and other future developments. Depending on the same factors, the Reporting Persons may, subject to the Agreement, decide to sell all or part of their investment in the Issuer’s common stock, although they have no current intention to do so. Likewise, although the Reporting Persons have no current plans or arrangements, the Reporting Persons reserve the right to make changes in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board or to make changes to the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person or a change in the Issuer’s board of directors.
NEITHER THE AGREEMENT NOR THIS SCHEDULE 13D IS A SOLICITATION AND NO STOCKHOLDER OF THE ISSUER IS REQUESTED TO JOIN THE AGREEMENT OR THIS GROUP. THE REPORTING PERSONS ARE NOT SOLICITING, AND DO NOT INTEND TO SOLICIT, ANY STOCKHOLDER TO VOTE, WITHHOLD A VOTE, GRANT A PROXY WITH REGARD TO OR IN ANY OTHER WAY TAKE ACTION UPON ANY MATTER UPON WHICH THE ISSUER SOLICITS THE VOTE OF ITS STOCKHOLDERS, OTHER THAN THE SOLICITATION OF PROXIES AS DESCRIBED IN ITEM 5 BELOW, MADE IN RELIANCE UPON RULE 14a-2(b)(2) UNDER THE EXCHANGE ACT, WHICH PERMITS NON-REGISTERED SOLICITATIONS UP TO TEN (10) STOCKHOLDERS TO BE MADE WITHOUT INCURRING PROXY FILING AND DISCLOSURE OBLIGATIONS. THE REPORTING PERSONS BELIEVE THAT ALL STOCKHOLDERS SHOULD MAKE INDEPENDENT DECISIONS REGARDING THE ELECTION OF DIRECTORS OR ANY OTHER MATTER TO BE VOTED UPON BY THE STOCKHOLDERS OF THE ISSUER.
6
SCHEDULE 13D
CUSIP No. 910710102 Page 7 of 9 Pages
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
(a)
Based on the Form 10-Q of the Issuer for the period ended September 30, 2010, there were 10,573,932 shares of Common Stock outstanding. In the aggregate, the Reporting Persons beneficially own 2,070,482 shares, including up to 56,368 shares underlying common stock purchase warrants exercisable within sixty (60) days and voting and disposition rights for 1,613,306 common shares pursuant to proxy rights, as described below. These shares present approximately 19.6% of the Issuer’s Common Stock outstanding as of September 30, 2010, as computed in accordance with Rule 13d-3(d) of the Exchange Act. See Item 5(b) below for beneficial ownership information regarding each person named in Item 2.
(b)
The following table sets forth for each Reporting Person the number of shares and applicable percentage of outstanding common shares as of September 30, 2010 as to which there is sole power to vote or direct to vote, shared power to vote or direct to vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition of the Issuer’s common stock:
| # of common |
|
|
| # of common |
|
|
|
|
|
|
| shares |
|
|
| shares |
|
|
|
|
|
|
| with sole |
|
|
| with shared |
|
|
|
|
|
|
| voting or |
|
|
| voting or |
|
|
|
|
|
|
| dispositive |
|
|
| dispositive |
|
|
|
|
|
|
Name | powers |
| % |
| powers (4) |
| % |
| Total |
| % |
|
|
|
|
|
|
|
|
|
|
|
|
Neil W. Savage (1) | 57,774 |
| .55% |
| 1,613,306 |
| 15.26% |
| 1,671,080 |
| 15.79% |
|
|
|
|
|
|
|
|
|
|
|
|
Kern M. Davis (2) | 214,986 |
| 1.76% |
| 1,613,306 |
| 15.26% |
| 1,828,292 |
| 17.25% |
|
|
|
|
|
|
|
|
|
|
|
|
William W. Hood, III (3) | 184,416 |
| 2.03% |
| 1,613,306 |
| 15.26% |
| 1,799,722 |
| 16.98% |
|
|
|
|
|
|
|
|
|
|
|
|
Total | 457,176 |
| 4.33% |
| 1,613,306 |
| 15.26% |
| 2,070,482 |
| 19.59% |
(1)
Mr. Savage beneficially owns, individually and in his self-directed IRA Account, 51,508 common shares and has the right to acquire an additional 6,266 common shares within the next sixty (60) days pursuant to a common stock purchase warrant with a $6.00 exercise price, which expires on October 4, 2011.
(2)
Mr. Davis beneficially owns 62,777 common shares through the Kern M. Davis TTEE/U/A DTD April 3, 2001, Kern M. Davis Living Trust and 125,375 common shares through the Frances T. Davis IRA/Raymond James and Assoc Inc CSDN/Kern Michael Davis POA of which he has voting and dispositive control, and has the right to direct the acquisition of an additional 26,834 common shares within the next sixty (60) days pursuant to a common stock purchase warrant with a $6.00 exercise price, which expires on October 4, 2011.
(3)
Mr. Hood beneficially owns, through the William H. Hood, III Revocable Trust of which he is trustee with voting and dispositive control, 163,148 common shares and has the right to acquire an additional 23,268 common shares within the next sixty (60) days pursuant to a common stock purchase warrant with a $6.00 exercise price, which expires on October 4, 2011.
(4)
Represents beneficial ownership attributable to each Reporting Person pursuant to proxy rights as more fully described in footnote (5).
(5)
The following table identifies each United stockholder that has granted the Reporting Persons a proxy in the form attached as Exhibit “99.3” and the number of shares and percentage ownership as of September 30, 2010 underlying each proxy. These proxies were solicited in accordance with Rule 14a-2(b)(2) of the Exchange Act. Mr. Savage is granted primary voting rights and in his absence either Mr. Davis or Mr. Hood may exercise proxy voting rights. The proxies grant voting rights for all matters on which a shareholder vote or consent is required, excepting only a “Sale of Company”, as defined in the Proxy, to which reference is made.
7
SCHEDULE 13D
CUSIP No. 910710102 Page 8 of 9 Pages
|
|
| % of |
Name | # of Shares |
| Shares |
|
|
|
|
Mark S. and Linda C. Berset | 408,004 |
| 3.86% |
Daniel M. Harvey, Jr. (a) | 285,708 |
| 2.70% |
John B. Weir, Jr | 250,750 |
| 2.37% |
Jean G. Irwin (b) | 219,495 |
| 2.08% |
Robert C. Frye | 170,000 |
| 1.61% |
John B. Norrie (c) | 125,375 |
| 1.19% |
Kristin Brett | 62,777 |
| 0.59% |
Booker Creek Venture, Inc. (d) | 45,988 |
| 0.43% |
Nicholas Griffin | 45,210 |
| 0.43% |
|
|
|
|
Total | 1,613,306 |
| 15.26% |
(a)
Represents shares held in the name of IPP1 Family Limited Partnership of which Daniel M. Harvey, Jr. has voting rights as President of Mid Town Management Corp., its general partner.
(b)
Represents 94,120 common shares held by JJM Fund Management, LLC and 125,375 common shares held by the Jean G. Getting Irwin Trust of which Jean G. Irwin has voting rights.
(c)
Represents common shares held in the name of Constance M. Norrie, et al. TTEE 11/27/91 and John Blair Norrie, et al. TTEE 11/27/91 of which John B. Norrie has voting rights.
(d)
Ronald F. Holehouse has voting rights for Brook Creek Venture, Inc.
Each Reporting Person disclaims economic or pecuniary ownership of the shares underlying these proxies or the shares held by the other Reporting Persons. Each Reporting Person provided only information as to itself and did not independently verify the information contained in this Schedule 13D provided by any other Reporting Person.
(d)
None.
(e)
None
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described in Items 3, 4 and 5 above, there are no current contracts, arrangements, understandings of relationships (legal or otherwise) among or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS.
Exhibits
Exhibit 99.1
Joint Filing Agreement among Reporting Persons.
Exhibit 99.2
Form of Agreement between Reporting Persons.
Exhibit 99.3
Form of Proxy.
8
SCHEDULE 13D
CUSIP No. 910710102 Page 9 of 9 Pages
SIGNATURE PAGE
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this Schedule 13D with respect to such person is true, complete and correct.
Date: | February 22, 2011 | /s/ Neil W. Savage |
|
| Neil W. Savage |
|
|
|
Date: | February 22, 2011 | /s/ Kern M. Davis |
|
| Kern M. Davis |
|
|
|
Date: | February 22, 2011 | /s/ William W. Hood, III |
|
| William W. Hood, III |
9
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments thereto may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such person contained herein, but shall not be responsible for the completeness and accuracy concerning the other signatories, except to the extent that such person knows or has reason to believe that such information is inaccurate.
Date: | February 22, 2011 | /s/ Neil W. Savage |
|
| Neil W. Savage |
|
|
|
Date: | February 22, 2011 | /s/ Kern M. Davis |
|
| Kern M. Davis |
|
|
|
Date: | February 22, 2011 | /s/ William W. Hood, III |
|
| William W. Hood, III |
Exhibit 99.2
AGREEMENT
THIS AGREEMENT effective as of February 14, 2011, is made by and between NEIL W. SAVAGE, WILLIAM W. HOOD and KERN M. DAVIS, all of whom are residents of Pinellas County, Florida and former directors of UNITED INSURANCE HOLDINGS, LC and UNITED PROPERTY AND CASUALTY INSURANCE COMPANY. On September 30, 2008, United Insurance Holdings, LC merged with FMG Acquisition Corp., thereby creating UNITED INSURANCE HOLDINGS CORP. (“United” or “Issuer”). As used herein, Mr. Savage, Mr. Hood and Mr. Davis are sometimes referred to as the “Group Members” or “Solicitors”.
1.
Purpose of the Group.
(a)
The Group Members desire to form a group and evidence the formation of such group by filing a Group Schedule 13D. The purpose of this Agreement is to set forth the relative rights, duties, obligations, covenants and responsibilities of each Group Member.
(b)
All of the Group Members were original investors of United Insurance Holdings, LC and prior to this Agreement have held their United shares without any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of equity securities of United.
(c)
Since the merger, the Group Members have been dissatisfied with, among other matters, the financial position and results of United’s operations and the price levels and liquidity of United’s common shares.
(d)
The Group Members may desire to have more influence and input into the business, direction and operations of United, and accordingly desire to form a group so that management of United and other United shareholders are aware of the matters set forth in this Agreement and related Group Schedule 13D.
(e)
The Group Members and others have discussed their issues and concerns regarding United before the date of this Agreement but no agreement was reached among the parties as a result of such discussions and meetings, and no “group” was formed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), until the Group Members entered into this Agreement.
2.
Securities of Issuer/Representations.
(a)
As of the date of this Agreement, each Group Member represents that that Group Member beneficially owns and has, as of the date of this Agreement, the right to vote the securities of United set forth opposite each Member’s name on its signature page. Evidence of such beneficial ownership is attached as Exhibit “A”.
(b)
Each Group Member agrees not to sell, sign, transfer, take a hedge position or otherwise dispose of, during the term of this Agreement, all or any of the United securities beneficially owned by such Group.
(c)
Each Group Member represents and warrants that the Group Member has not acquired, disposed or taken a hedge position (i.e. put or call) within ninety (90) days prior to the effective date of this Agreement in any United securities.
(d)
Each Group Member represents and agrees that to the best of his knowledge the information about such Group Member contained or which is required to be contained in the Group Schedule 13D or any amendment thereto is or will be accurate, correct and complete in all material respects as of the date of the applicable filing.
3.
Solicitation of Proxies.
(a)
Prior to the effective date of this Agreement, each Group Member represents and warrants that he has not solicited any proxies or procured voting rights for any United securities from any United shareholder.
(b)
After the date of this Agreement, the Group Members intend to commence a solicitation of proxies for shares of United common stock in reliance upon Rule 14a-2(b)(2) under the Exchange Act, which permits non-registered solicitations of up to ten (10) stockholders to be made without incurring proxy filing and disclosure obligations.
(c)
No Group Member will solicit any proxies without the consent of all Group Members. A form of the proxy, which the Group Members intend to utilize for soliciting additional voting rights is set forth as Exhibit “B”. The Group Members will file a Schedule 13D within ten (10) days of the Group acquiring greater than five percent (5%) of the beneficial ownership interest in the securities of United.
4.
Expenses. Each Group Member shall share equally in all reasonable out-of-pocket and third party expenses (including without limitation fees and disbursements of counsel) incurred or to be incurred in connection with the matters described by this Agreement or the related Group Schedule 13D. Notwithstanding anything to the contrary, each Group Member shall be fully responsible for all such expenses arising out of such Group Members gross negligence, fraud, bad faith or willful misconduct.
5.
Cooperation.
(a)
Each Group Member shall use reasonable efforts to assist each other and provide such information to each other and to execute and deliver such additional documents as may be reasonably required as contemplated by this Agreement, the Group Schedule 13D, Form 3/4 filings with the SEC, and any additional information that may be required by other regulatory agencies.
(b)
Each Group Member agrees to cooperate, to the extent reasonable, including without limitation in a joint defense, with respect to any claim or action of any kind, at law and equity, initiated or pending, which in any manner attempts to prevent, forestall or invalidate the consummation of any of the matters contemplated by this Agreement or the Group Schedule 13D.
6.
Liability. No Group Member, any of their respective affiliates, partners, employees, counsels, agents or representatives shall be liable to any other Group Member or any of their respective affiliates, in each case for any loss, liability, damage or expense arising out of or in connection with this Agreement or the Group Schedule 13D or the actions or transactions contemplated hereby or thereby, except to the extent such loss, liability, damage or expenses caused by such party’s gross negligence, fraud, bad faith, or willful misconduct.
7.
Powers; Binding Agreements; Non-Contravention; Misstatements; Omissions. Each party to this Agreement represents to the other parties on a joint and several basis, as to itself only, that:
(a)
he has the full right, power and authority to enter into this Agreement and perform all of its obligations hereunder and as contemplated by the related Group Schedule 13D;
(b)
the execution, delivery or performance of this Agreement will not violate any agreement, contract or arrangement to which he is a party or is bound, including any voting agreement, stockholders agreement, proxy or voting trust.
8.
Notices. All notices, correspondence and information relating to this Agreement should be sent to:
Neil W. Savage
333 – 3rd Avenue North
St. Petersburg, Florida 33701
Phone:
(727) 341-8388
Fax:
(727) 898-6606
Email:
neil.savage@directedcapital.com
William H. Hood, III
3962 Tarian Court
Palm Harbor, Florida 34684
Phone:
(727) 785-9576
Fax:
(727) 789-0878
Email:
bhood@hallcapitalllc.com
Kern M. Davis
6334 Bahama Shores Drive South
St. Petersburg, Florida 33705
Phone:
(727) 866-8666
Fax:
(727) 825-1401
2
Email:
ufgator33705@yahoo.com
With attention to:
Michael T. Cronin, Esq.
Johnson, Pope, Bokor, Ruppel & Burns, LLP
911 Chestnut Street
Clearwater, FL 33756
Phone: (727) 461-1818
Fax:
(727) 462-0365
Email:
mikec@jpfirm.com
9.
Termination. This Agreement shall terminate upon the earlier of (i) three years from the effective date of this Agreement or (ii) the date on which two (2) of the three (3) Group Members indicate their intent to withdraw from the Group and to no longer be bound by the terms and conditions of this Agreement or the related Schedule 13D, in which event there will no longer be a “Group” because there will only be one remaining party. In the alternative, this Agreement may be terminated at any time by the approval and unanimous consent of all Group Members.
10.
Public Announcements. No party hereto shall issue any written press release or make any other public statement regarding the transactions contemplated by this Agreement or the Group Schedule 13D without the prior consent of the other parties hereto.
11.
Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.
12.
Choice of Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida, without giving effect to any choice of law or conflict of laws provision or rule.
13.
Venue. Venue for any legal proceedings relating to this Agreement shall be a court of competent jurisdiction in Pinellas County, Florida.
14.
Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority by judgment or order no longer subject to review, to be invalid, void unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
15.
Duty to Update. Each party to this Agreement agrees, to the extent required by, and in accordance with, applicable federal securities laws, to update any information pertaining to such party in the Group Schedule 13D, Form 3/4 filings, or any amendments thereto.
IN WITNESS WHEREOF, the parties have each caused this Agreement to be executed and delivered on the date and year first written above.
# of United shares of | GROUP MEMBERS |
common stock beneficially owned |
|
(See Exhibit “A”) |
|
|
|
Shares 51,508 Warrants 6,266 | /s/ NEIL W. SAVAGE |
| NEIL W. SAVAGE |
|
|
Shares 188,152 Warrants 26,834 | /s/ KERN M. DAVIS |
| KERN M. DAVIS |
|
|
Shares 163,148 Warrants 23,268 | /s/ WILLIAM H. HOOD, III |
| WILLIAM H. HOOD, III |
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Exhibit 99.3
Form of
IRREVOCABLE PROXY
OF
UNITED INSURANCE HOLDINGS CORP.
To induce Neil W. Savage, William H. Hood, III, and Kern M. Davis (collectively “Proxy Holders” or individually “Proxy Holder”) to incur the expenses and devote time associated with filing a Schedule 13D in connection with beneficial ownership of United Insurance Holdings Corp., a Delaware corporation (“United”), the undersigned (“Shareholder”), a shareholder of United, makes the following representations and grants the following proxy:
1.
Shareholder represents and warrants that as of the date hereof Shareholder beneficially owns ___________of the issued and outstanding shares of United common stock (“Shares”), all of which Shares are free and clear of all proxies and agreements to sell. Shareholder represents and warrants that Shareholder has the sole voting power with respect to the Shares. Evidence of shareholder’s beneficial ownership of the Shares is attached as Exhibit “A”.
2.
Shareholder agrees that until the earlier of (i) the decision of the Proxy Holders to terminate the “Group” filing status of the Proxy Holders under Schedule 13D pursuant to the rules and regulations promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended, or (ii) three (3) years from the date of this irrevocable proxy, or such shorter period as may be required under applicable state law, (referred to as the “Termination Date”), Shareholder will not sell, transfer or dispose of, nor permit to be sold, or otherwise dispose of or transfer in any manner, either voluntarily or by operation of law, any Shares, and no subsequent proxy for the Shares will be granted or written consent will be executed by Shareholder without the consent of a majority of the Proxy Holders.
3.
Shareholder hereby irrevocably (to the fullest extent provided by law) constitutes and appoints Neil W. Savage, and in his absence, either Kern M. Davis or William H. Hood, III, its proxy and power of attorney with full power of substitution and resubstitution for all Shares identified in paragraph one for which Shareholder has the right to vote, to vote on any matters at any meeting of shareholders of United or any adjournment thereof (or to execute a shareholder consent), exclusive only of a “Sale of Company Transaction”.
A “Sale of Company Transaction” is defined as:
(i)
Any consolidation or merger of United in which United is not the continuing or surviving corporation or pursuant to which shares of the common stock of United would be converted into cash (other than cash attributable to dissenters' rights), securities or other property, other than a consolidation or merger of United in which the holders of the common stock of United immediately prior to the consolidation or merger have approximately the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger;
(ii)
The shareholders of United approve a sale, transfer, liquidation or other disposition of all or substantially all of the assets of United;
4.
The proxy granted hereby shall continue in effect until the Termination Date. Shareholder acknowledges and agrees that such proxy is coupled with an interest and is irrevocable (to the fullest extent provided by law) for the duration hereof. This proxy shall automatically terminate and be revoked and be of no further force and effect on and after the Termination Date.
5.
Nothing contained in this Agreement shall be deemed to vest in Proxy Holders or their representatives any direct or indirect ownership or incidence of economic or pecuniary ownership with respect to any Shares. All rights, ownership, economic and pecuniary benefits of and relating to the Shares shall remain and belong to Shareholder. Shareholder shall be entitled to all dividends and distributions relating to the Shares.
6.
Shareholder permits Proxy Holders to publish and disclose in Schedule 13D filings, Form 3 or 4 filings and any other disclosures or filings required by the SEC or by applicable law the existence of this proxy.
Dated
February _____, 2011
For a shareholder who is a natural person:
__________________________________________________
Print Name:________________________________________
For a shareholder that is not a natural person:
__________________________________________________
Print name of entity
By:_______________________________________________
Print Name:________________________________________
Address:
___________________________________________
__________________________________________________
__________________________________________________
NUMBER OF SHARES OWNED:
_____________________
Dated:_____________________________________________
Please sign exactly as your name appears on your United stock certificate.
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