Company Name: AmerInst Insurance Group, Ltd.
Public Availability Date: April 14, 2005
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
February 22, 2005
Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
Judiciary Plaza
450 Fifth St., N.W.
Washington, D.C. 20549
Re: AmerInst Insurance Group, Ltd. (File No. 000-28249) 2005 Annual
Shareholders' Meeting Shareholder Proposal and Request for No-Action Advice
Ladies and Gentlemen:
On Behalf of AmerInst Insurance Group, Ltd. (the "Company"), we are filing
pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), six copies of this letter, which includes the following
items: (i) a proposal (the "Hallisey Proposal") received from Hallisey &
D'Agostino, LLP, a shareholder of the Company (the "Proponent"), proposed to be
presented at the Company's 2005 Annual Meeting of Shareholders (the "2005
Meeting") and the Proponent's related statement in support of its proposal and
(ii) a statement of the reasons why the Company believes that the proposal may
be omitted from its proxy materials (the "Company Statement"). The Company
respectfully requests that the Staff advise the Company that the Staff will not
recommend any action to the Securities and Exchange Commission (the
"Commission") if the Hallisey Proposal is so omitted. A copy of the Company
Statement setting forth the reasons why the Company believes that it is proper
to omit the Hallisey Proposal has been furnished to Mr. Adelbert L. Hallisey,
executive partner of the Proponent, as required by Rule 14a-8(j)(1).
Concurrently herewith, we are also filing on behalf of the Company inquiry
letters regarding the Company's desire to omit from its proxy materials for its
2005 Meeting a proposal the Company received from Kimball, Paris and Gugliotti,
PC (the "Kimball Proposal") and a proposal the Company received from Mr. Bruce
W. Breitweiser (the "Breitweiser Proposal"). As explained in the Company
Statement, the Company believes that the Hallisey Proposal, the Kimball
Proposal, and the Breitweiser Proposal are related and should be considered
together.
After careful consideration, we believe that the Hallisey Proposal may be
omitted from the proxy materials for the 2005 Meeting scheduled to be held on
June 2, 2005. Omission is proper under the following rules:
(i) Rule 14a-8(i)(4) (pertaining to a proposal that relates to the redress of a
personal claim or grievance against the Company), and
(ii) Rule 14a-8(i)(10) (pertaining to a proposal that the Company has already
substantially implemented).
BACKGROUND
The Company.
The Company commenced business in 1988 to provide a stabilizing influence on the
design, pricing, and availability of accountants professional liability
insurance for individual certified public accountant ("CPA") practitioners and
small CPA firms. During the three years prior to the Company's formation, the
market for accountants malpractice insurance had severely deteriorated: the
number of commercial underwriters covering that risk had declined from eighteen
to three; policy limits were sharply reduced; coverage was restricted; and
premium rates were increased by as much as 1,000%. These conditions caused many
practitioners to reduce their coverage, and some to forgo it entirely. That
crisis caused the American Institute of Certified Public Accountants ("AICPA"),
through its Professional Liability Insurance Plan Committee ("PLIP Committee"),
to explore possibilities for ameliorating the adverse and deteriorating market
conditions. The result was the formation of the Company, which initially was
intended to directly insure individual CPAs and small CPA firms. When the market
for accountants professional liability insurance improved sooner than expected,
this intention evolved into the Company reinsuring the accountants malpractice
liability insurance policies underwritten on a primary basis by the commercial
underwriter endorsed by the PLIP Committee. Since 1993, CNA Financial
Corporation ("CNA") has been so endorsed and reinsured by the Company. CNA
currently insures about 23,000 individual practitioners and local firms
throughout the country.
In order to assure protection to the accounting profession, the Company included
in its bye-laws the requirements that (i) all stockholders must be, individually
or corporately, certified public accountants, practicing in a firm of fewer than
250 professionals, and members of the AICPA or a state society, and (ii) all
transfers of shares of the Company's stock be approved by the Board of Directors
of the Company (the "Board"). Further, at the time of the initial sale of shares
by the Company, the Company adopted a policy to prevent control by any one or
several firms by limiting stock ownership to 2,000 shares. As a result of these
restrictions, there has never been, nor has any stockholder ever had reason to
expect there to be, a liquid market for the Company's shares.
Consistent with its original purpose, the Company remains as a stand-by direct
insurer of accountants professional liability for individual CPAs and local
firms if the commercial market becomes unwilling or unable to offer such
coverage for a reasonable premium and on reasonable terms. If the rate increases
and the constriction of terms experienced in the market for accountants
professional liability during the last three years continue, the Company will be
available to commence primary underwriting. To this end, the Company has
regularly reinvested a portion of its earnings to increase its net worth, which
has grown from an initial $7.4 million to $20.7 million as of December 31, 2003,
after the payment of annual dividends since 1995 totaling about $10.7 million,
including a $3.5 million special dividend paid in January of 2004. The Company
has been profitable in thirteen of sixteen full years of operation, even though
its loss reserving, under the guidance of an independent actuarial firm, has
been conservative. Thus, each shareholder, in its capacity as a CPA, has
available to it standby protection from the Company for malpractice coverage,
which is essential for the conduct of an individual's or a firm's professional
practice. The Company's existing net worth would, under Bermuda insurance
regulations, permit it to provide, at current market premium rates, $1,000,000
of primary malpractice coverage to each of its more than 2,000 shareholders,
with considerable unused capacity available to underwrite insurance for other
accountants.
The Company, therefore, has two primary objectives, each of which imposes
fiduciary duties on the board with respect to the Company's shareholders: first,
to provide standby insurance coverage to individual CPAs and small CPA firms (on
a priority basis, in the case of the Company's shareholders); and, second, to
provide a reasonable return on the invested capital of shareholders, which are
limited to individual CPAs and small CPA firms.
The Hallisey Proposal and Coordinated Third-Party Proposals.
The Company believes that Bruce W. Breitweiser, a former director and chairman
of the audit committee of the Company until 2003, has coordinated with three
other shareholders of the Company, including the Proponent, in furtherance of
his concerted and continuing effort to acquire the Company. The Company believes
that Mr. Breitweiser has a personal grievance against the Board because of its
refusal to sell the Company to him at a discount. As a result, he has been
prevented from recognizing a benefit not available to other shareholders of the
Company that he would receive if he took the Company private and sold off its
assets. The Proponent has requested the inclusion in the proxy materials for the
2005 Meeting of a proposal (described in greater detail below) that was a nearly
verbatim repeat of the proposal Mr. Breitweiser submitted (the "Original
Breitweiser Proposal") for inclusion in the proxy materials for the 2004 Annual
Meeting of Shareholders (the "2004 Meeting"). (The Hallisey Proposal remains
substantially similar to the Original Breitweiser Proposal, with the only
differences resulting from the Proponent being required to shorten the Proposal
to comply with the 500 word limit contained in Rule 14a-8.)
In addition to the Proponent's proposal, Kimball, Paris & Gugliotti, PC has
requested the inclusion in the proxy materials for the 2005 Meeting of a
proposal that the Company provide a breakdown of the line item amounts,
including the costs associated with being a public company, of the Operating and
Management expenses of the Company in the quarterly financial statements filed
with the Commission. Luciano Prida & Company, P.A. originally requested the
inclusion in the proxy materials for the 2005 Meeting of a proposal that the
Company discontinue the practice of restricting the sale and transfer of shares
of the Company (the "Prida Proposal"), after the Company had refused to approve
a proposed sale of the Prida firm's shares to Mr. Breitweiser. Mr. Breitweiser
requests the inclusion in the proxy materials for the 2005 Meeting of a proposal
that the Company's shareholders approve a requirement that the Board be
prohibited from voting shares of the Company owned by a wholly owned subsidiary
of the Company.
The Breitweiser Proposal, Hallisey Proposal, Kimball Proposal, and Prida
Proposal (attached hereto as Exhibits A, B, C, and D, respectively) were
submitted with nearly identical cover letters and, based on similarities in
language, structure, and font, appear to have been prepared by the same person.
The four proposals appear to be a concerted effort to eliminate any obstacles to
Mr. Breitweiser acquiring the Company for his own purposes. Those purposes run
contrary to the primary fiduciary obligations of the Company to its
shareholders. Luciano Prida & Company, P.A., after receiving a request from the
Company to do so, did not express an intention to hold its Company shares
through the date of the 2005 Meeting (and in fact tendered those shares
conditionally in the Company's Tender Offer described below), and thus is not
eligible to submit a shareholder proposal for inclusion in the Company's proxy
materials for the 2005 Meeting pursuant to Rule 14a-8(b)(2)(ii)(c).
Mr. Breitweiser's Involvement with the Company and Past Proposals.
Mr. Breitweiser served as a director of the Company and its predecessor company,
AmerInst Insurance Group, Inc., from 1991 to 2003. His last positions were
Vice-chairman of the Board and chairman of the audit committee of the Board.
During the latter half of 2003, and after he was no longer a member of the
Board, Mr. Breitweiser wrote the Company seeking the Board's endorsement of a
proposed offer by him to purchase all of the Company's shares at 75% of book
value, subject to certain major downward adjustments. He had intimate
familiarity with the value of the Company, its loss reserves, and its business
prospects based upon confidential information gained by him in a fiduciary
capacity as Vice Chairman of the Board and as chairman of the audit committee.
The stated purpose of his proposal was to "maximize" shareholder value. With the
adjustments, Mr. Breitweiser's acquisition price would have been less than the
Company's then current redemption price available to retired or deceased
shareholders. The 25% discount from book value would accrue solely to Mr.
Breitweiser, as would any gain in excess of book value upon the liquidation of
the Company.
Mr. Breitweiser's request prompted a comprehensive review by the Board of the
current business of the Company, its history, its prospects, and, most
importantly, its basic corporate purpose. This included discussions with CNA,
which reaffirmed that the Company's reinsurance of the CNA accountants
professional liability programswhich are endorsed by the AICPAprovides major
value to those insureds, as well as to the accounting profession generally.
Based on its detailed review, the Board rejected Mr. Breitweiser's proposal
because it would undermine the basic mission of the Company and the price
offered was inadequate for a controlling interest in the Company.
In January 2004, the Company completed payment of its regular dividend for the
eighth consecutive year (in the annual amount of $2.60 per share) and paid a
special dividend of $10.50 per share (the "Special Dividend") as a result of the
receipt by the Company of a favorable actuarial report arising from the
Company's conservative accounting policies. In a June 3, 2004, press release,
Mr. Ronald Katch, Chairman of the Board, stated that "... a shareholder who had
invested $25.00 per share in 1988 will have received a total cash return of
$31.30 per share over the 16 year life of the Company. AmerInst will continue to
fulfill its mission while providing excellent cash returns for our shareholders.
The Board continues to seek opportunities that will enable the Company to grow
profitably and remain as a standby direct insurer for Accountants Malpractice
insurance in the event that commercial insurance markets fail to offer CPA firms
insurance coverage with affordable premiums and reasonable terms." The Special
Dividend permitted the Board to honor its two fiduciary duties of maintaining
the Company's existence and commitment to be ready to support the accountants
malpractice insurance market and to provide a reasonable return on the capital
investment of its shareholders.
Mr. Breitweiser then submitted the Original Breitweiser Proposal for inclusion
in the proxy solicitation materials for the 2004 Meeting urging the Board to
consider a prompt sale of the Company to a suitable bidder at a price that would
maximize shareholder value. Since he was the only person who had expressed any
interest in acquiring the Company, this was a transparent attempt to ask
shareholders to recommend a sale to himself. The Original Breitweiser Proposal,
which is nearly identical to the Hallisey Proposal in all material respects, is
set forth below:
"Proposal
Resolved that the shareholders of AmerInst Insurance Group, Ltd. urge the
AmerInst Insurance Group, Ltd. Board of Directors to arrange for the prompt sale
of AmerInst Insurance Group, Ltd. to a suitable bidder at a price that will
maximize shareholder value.
Supporting Statement
I served as a director of AmerInst Insurance Group, Ltd., and its predecessor
Company, AmerInst Insurance Group, Inc., from 1991 to 2003. My last positions
were Vice-chairman of the Board of Directors and chairman of the audit
committee. The only director with longer tenure with the Board is Chairman
Ronald Katch. Notwithstanding my professional respect for each of the Directors
of AmerInst Insurance Group, Ltd., I do not believe the Company is, or can be,
positioned to provide a suitable return to the shareholders. The only viable
means, by which AmerInst Insurance Group, Ltd. can provide value to the CPA
profession, if at all, is as a private company. My opinion considers factors
including; (a) the ongoing significant minimum cost of administration of a very
small but yet publicly held and offshore reinsurance company, (b) the practical
size and volume of any relevant share of the multi-billion dollar reinsurance
markets that can be competitively available to fulfill the initial mission of
the Company, and (c) the risks and uncertainties of future non-CPA firm
reinsurance business presently being placed by the Board of Directors.
The purpose of the Maximize My Shareholder Value Resolution is to give all
AmerInst Insurance Group, Ltd. shareholders the opportunity to send a message to
the AmerInst Insurance Group, Ltd. Board that they support the prompt sale of
AmerInst Insurance Group, Ltd. A strong vote by the shareholders would indicate
to the Board the belief by the shareholders that, among the different options
available to the Company at this time, the sale of AmerInst Insurance Group,
Ltd. would maximize shareholder value. The ultimate sale of AmerInst Insurance
Group, Ltd. would depend on securing a buyer for the Company whose offer
provides shareholders the best value for their investment compared to other
options at the Company's disposal.
It is important to disclose to you the fact that the Board has received at least
two offers to purchase all of the outstanding shares of the Company. One offer
was made in 1995 by an insurance holding company represented by a then director.
The Board hired an outside investment banking firm for a fairness opinion and
concluded, based at least in part on that opinion, that the transaction was not
fair to shareholders. The second offer was presented to the Board by me in
September, 2003 and was summarily rejected, without any fairness opinion or
other assessment of valuation. The Board's posture was especially surprising
given that the price of this offer is 1) at least 20% greater than the price the
Board offers to shareholders wishing for liquidity, and 2) the same as the Board
offers for redemption of shares from deceased or retired shareholders. I do
intend to remain interested as a suitable buyer and to continue AmerInst
Insurance Group, Ltd. as a private company, hopefully for the future benefit of
the CPA profession.
Even if this resolution is approved by the majority of the AmerInst Insurance
Group, Ltd. shares represented and entitled to vote at the annual meeting, the
Maximize My Shareholder Value Resolution will not be binding on the AmerInst
Insurance Group, Ltd. Board. The proponent believes that if this resolution
receives strong support from the shareholders, the Board should choose to
recognize its fiduciary duty and carry out the request set forth in this
resolution.
The prompt sale of AmerInst Insurance Group, Ltd. should be accomplished by any
appropriate process the Board chooses to adopt. It is expected that the Board
will uphold its fiduciary duties to the utmost during the sale process.
I URGE YOUR SUPPORT VOTE FOR THIS RESOLUTION, THANK YOU"
The Board included the Original Breitweiser Proposal in the 2004 Meeting proxy
solicitation materials distributed to shareholders, together with a statement of
the Board against adoption of the Original Breitweiser Proposal, as contrary to
the purpose and prospects of the Company. Upon the shareholder vote at the 2004
Meeting, Mr. Breitweiser's proposal failed to pass.
In September 2004, Mr. Breitweiser again solicited the Board to sell the Company
to him, marginally increasing his offer from 75% to 82.57% of book value (as
calculated by Mr. Breitweiser). This offer was rejected by the Board on December
6, 2004.
Subsequently, the Board approved a Dutch-auction self-tender offer (the "Tender
Offer") for its shares in order to provide shareholders an opportunity for
liquidity because the Company's shares are not listed on any stock exchange nor
are they otherwise readily saleable. The Company commenced the Tender Offer on
December 17, 2005 and, through its indirect wholly owned subsidiary, AmerInst
Investment Company, Ltd. ("Investco"), offered to purchase, for cash, up to
60,000 of the Company's common shares at a price not greater than $75.00 or less
than $60.00 per share (the price to be determined by the tendering
shareholders), net to the seller and subject to the Company's right to purchase
additional shares. These prices were equal to approximately 119% and 95%,
respectively, of the Company's book value per share as of September 30, 2004,
and were equal to approximately 105% and 84%, respectively, of the Company's
estimated net book value at December 31, 2004, compared to Mr. Breitweiser's
maximum offered price of approximately 82.57% of book value. Approximately 32%
of the Company's shareholders tendered shares in the Tender Offer. The Company
purchased approximately 65,900 shares at $60.00 per share (representing
approximately 20% of the Company's outstanding shares (including those held by
Investco)).
HALLISEY PROPOSAL AND SUPPORTING STATEMENT
The Hallisey Proposal and supporting statement are as set forth below:
"Resolved that the shareholders of AmerInst Insurance Group, Ltd. again urge the
AmerInst Insurance Group, Ltd. Board of Directors to arrange for the prompt sale
of AmerInst Insurance Group, Ltd. to a suitable bidder at a price that will
maximize shareholder value."
SUPPORTING STATEMENT SUBMITTED BY MR. HALLISEY
"I am an original shareholder of AmerInst Insurance Group, Ltd. I do not believe
the Company is, or can be, positioned to provide a suitable return to the
shareholders. The only viable way it can provide value to the CPA profession, if
at all, is as a private company. My opinion is based on; (a) the ongoing
significant cost of administration, (b) the lack of any relevant share of the
multibillion dollar reinsurance markets competitively available to this tiny
Company and (c) the risks and uncertainties of non-CPA firm business ventures
presently being developed by the Board.
The purpose of the Maximize My Shareholder Value Resolution is to, again this
year as in 2004, give all AmerInst Insurance Group, Ltd shareholders the
opportunity to tell the Board they support the prompt sale of AmerInst Insurance
Group, Ltd. Another strong vote by the shareholders will reinforce to the Board
the belief by the shareholders that the sale of AmerInst Insurance Group, Ltd.
will maximize shareholder value. The ultimate sale of AmerInst Insurance Group
Ltd. would depend on securing a buyer for the Company whose offer provides
shareholders the best value for their investment compared to other options at
the Company's disposal.
The voting of the similar shareholder resolution in 2004, when the effect of the
Board-controlled voting block of Treasury Shares is eliminated, should have been
reported as: |[NCCDEF] |[UCB2] |[TDC4,MP1,QL] |[TCC4,M'000,000',G.4]
|[TCC4,M'000.00',H%,G.24] |[XT] |[ST]|[LC5]|[RS4]For |[TA]55,826 |[TA]44.06% |[ST]Against
|[TA]58,139 |[TA]45.89% |[ST]Abstain |[TA]12.729 |[TA]10.05% |[ST]
|[TA]|[TU204]|[TU204] |[ST] |[TA]126,694 |[TA]100.00% |[ET]
The Board has received at least three offers to purchase all of the outstanding
shares of the Company. One offer was made in 1995 by an insurance holding
company represented by a then director. The Board hired an outside investment
banking firm for a farness opinion and concluded, based at least in part on that
opinion, that the transaction was not fair to shareholders.
Two higher offers were presented to the Board in 2003 and 2004. The Board
rejected these offers without a report of a fairness opinion or any other
independent assessment of valuation.
This: resolution will not be binding on the AmerInst Insurance Group, Ltd.
Board. However, the proponent believes that if this resolution again receives
strong support from the shareholders, the Board must recognize its fiduciary
duty and carry out the request set forth in this resolution.
I URGE YOUR SUPPORT VOTE FOR THIS RESOLUTION, THANK YOU
COMPANY STATEMENT OF REASONS WHY THE HALLISEY PROPOSAL MAY BE OMITTED
Application of Rule 14a-8(i)(4).
Rule 14a-8(i)(4) permits the omission of a proposal that "relates to the redress
of a personal claim or grievance against the company or any other person, or if
it is designed to result in a benefit" to the shareholder submitting the
proposal or to further a personal interest of that shareholder, "which is not
shared by the other shareholders at large." We are of the view that the Hallisey
Proposal may be omitted for each of these reasons.
Redress of a Personal Claim or Grievance.
Although the Hallisey Proposal is cast in general terms and does not articulate
a personal claim, benefit, or interest not shared by other shareholders, the
Commission has stated that even proposals presented in broad terms in an effort
to suggest they are of general interest to all shareholders may nevertheless be
omitted "if it is clear to the issuer from the facts that the proponent is using
the material as a tactic designed to redress a personal grievance." Exchange Act
Release No. 34-19135 (Oct. 14, 1982). This principle has been applied in several
situations similar to that of Mr. Breitweiser with respect to the Company; see
Kentucky First Bancorp, Inc. (Aug. 10, 2001) (former director called for sale of
the company after being refused a board seat); BankAmerica Corporation (Jan. 22,
1998); AmVestors Financial Corporation (Mar. 31, 1992) (disgruntled former
chairman called for board to seek buyer for the company); Cummings, Inc. (Feb.
6, 1980) (refusal of board to purchase shares of shareholder at premium led to a
proposal by the shareholder to liquidate the company).
Mr. Breitweiser has been denied the opportunity to continue to serve as a
director of the Company. Further, the Board has twice denied Mr. Breitweiser the
opportunity to purchase the Company himself, and his proposal to shareholders at
the 2004 meeting was also not approved. The Company believes that, in response,
Mr. Breitweiser has orchestrated a campaign against the Board by coordinating
multiple shareholder proposals, including the Hallisey Proposal, suggesting the
Board has failed in its duties to shareholders in maintaining the Company as a
public company and not selling the Company, while Mr. Breitweiser is the only
apparent potential buyer, at a price that proved to be less than that offered in
the Tender Offer.
The Company believes that the foregoing facts demonstrate that Mr. Breitweiser
continues to harbor a personal grievance against the Board for the loss of his
Board position and the Board's refusal to sell the Company to him. Insofar as
the Hallisey Proposal is a nearly identical copy of the substantive portions of
the Original Breitweiser Proposal, and was transmitted under nearly identical
cover to the current Breitweiser Proposal and the Kimball Proposal, it appears
to be part of Mr. Breitweiser's attempt to satisfy a personal grievance against
the Board and Company, and in furtherance of his own financial interests to the
exclusion of other shareholders not in concert with him.
Personal Interest or Benefit not Shared by Other Shareholders.
The Company believes that the true purpose of the Hallisey Proposal, as with the
Breitweiser Proposal and the Kimball Proposal, is to facilitate and/or encourage
Mr. Breitweiser's attempts to acquire the Company. Such a transaction would not
increase shareholder value. Any savings from taking the Company private would
benefit the purchaser of the Company, not former shareholders, as would profits
from continuing business or gains from liquidating the Company. As a former
director and chairman of the audit committee, Mr. Breitweiser is well aware that
the Company has conservatively calculated its loss reserves in accordance with
the recommendations of Milliman USA, the Company's independent actuaries. As a
result of that conservatism, the Company was able to pay the Special Dividend
last January, due to a reduction in loss reserves based on the actuarial
recommendations resulting from developments in the CNA primary insurance
program. Notwithstanding that reduction, the Company's existing loss reserves
remain conservatively calculated. The Company believes that the Hallisey
Proposal, combined with the Breitweiser Proposal and the Kimball Proposal, is a
thinly veiled attempt coordinated by Mr. Breitweiser, the only identified
potential third party bidder for the Company's shares, to purchase the Company
at a discount and thereby recognize personally the premium involved with any
cost savings from going private and the benefits of any remaining loss reserves.
In Cummings, Inc. (Feb. 6, 1980), the Staff recommended that the Commission take
no action with respect to the omission of a similar shareholder proposal that
was proposed after the company refused to purchase the proponent's shares at a
premium. In Cummings, the proponent had purchased a large number of shares of
the company on the open market at $1.87 to $2.25 per share. He then contacted
the company's board and told them that if the company did not purchase his block
of shares at $3.25 per share, he would make himself a burden on the company (buy
more shares, demand a board seat, etc.) if they didn't buy him out. The company
refused, so the proponent made two shareholder proposals: 1) that the company
liquidate, with the proceeds being distributed to shareholders; and 2) that no
relative of any officer, director or 10% stockholder be employed or retained by
the board without stockholder approval. The Commission stated in its no-action
response that "... despite the fact that the proposals are drafted in such a way
that they may relate its matters which may be of general interest to all of the
shareholders, the information which you have submitted suggests that the
proponent is using the proposals as a tactic to redress an existing personal
grievance against the company." The Staff further noted that "... there may be
some basis for the management's position that the proponent's actions amount to
an abuse of the shareholder proposal process. It appears to the Division that
the proponent may have attempted to use the shareholder proposal process as a
device to obtain a premium on the sale of his stock."
The group of proposals that the Company believes Mr. Breitweiser has coordinated
(i.e., the Hallisey Proposal, the Breitweiser Proposal, and the Kimball
Proposal) were sent to the Company against a similar backdrop. Mr. Breitweiser
was twice denied the opportunity to purchase the Company at a discount to book
value, and the Original Breitwesier Proposal had failed. The Company believes he
has now coordinated the current proposals, in an `abuse of the shareholder
proposal process,' to attempt to force the Company to sell the Company to him at
a discount to book value so that he can realize a liquidation premium on the
stock. This benefit would accrue only to him, even though the language of the
proposals is couched in general terms.
Accordingly, the Hallisey Proposal should be excluded under Rule 14a-8(i)(4) as
relating to a personal grievance of Mr. Breitweiser and furthering a special
interest not shared by the Company's other shareholders.
Application of Rule 14a-8(i)(10).
Rule 14a-8(i)(10) permits the omission of a proposal if the Company has already
substantially implemented the proposal. The Staff has been inclined to grant the
exclusion on the basis of Rule 14a-8(i)(10) where "'the proposal has been
rendered moot', as for example, where the matter addressed under the proposal
has been `substantially implemented by the [company].'" Woolworth Corp. (Apr.
11, 1991). This is not a situation where the Board has "considered the request
in good faith and determined not to act", Exchange Act Release No. 34-20091
(Aug. 16, 1983), but rather one in which the Board has taken all actions it
considered reasonable to enhance shareholder value and offer liquidity to
shareholders (the goals of the Hallisey Proposal), while still honoring its two
primary obligations of (1) providing support to the accountants malpractice
liability insurance market and providing standby insurance coverage to
individual CPAs and small CPA firms (which corporate purpose was clearly
disclosed at the time the Company's shareholders made their initial investment
in the Company), and (2) providing a reasonable return on the invested capital
of shareholders. A sale of the Company would elevate the second duty over the
first, and could eviscerate the first principle altogether in the likely event
of a liquidation of the Company in private hands. The only feasible option for
the Board that was consistent with both of its fiduciary obligations (to the
same constituency) was to continue to make dividend payments to the extent
available, which it did, including the Special Dividend, and to offer liquidity
to those shareholders who desired to tender their shares, which it did pursuant
to the Tender Offer.
The Board's actions are substantially consistent with the stated objectives of
the Hallisey Proposal. The Hallisey Proposal urges a sale of the Company "at a
price that will maximize shareholder value," and the supporting statement
premises this request on a "suitable return to the shareholders" and an offer to
provide "shareholders the best value for their investment compared to other
options at the Company's disposal." Reading the Hallisey Proposal together with
the supporting statement makes it clear that the proposal seeks a liquidity
opportunity that maximizes the value to shareholders of their shares. The
Special Dividend significantly enhanced the "return to shareholders" and the
Tender Offer provided a liquidity opportunity to almost all shareholders who
appeared to desire that liquidity, at a value greater than any offer the Company
had received to date, while preserving the Company's dual objectives of
providing standby insurance coverage and support to the accountants malpractice
liability insurance market and also enhancing the investment return of the
shareholders. In fact, on a website critical of the Company's board maintained
by Mr. Breitweiser (www.amerinstinfo.com), Mr. Breitweiser himself has stated
with regard to the Tender Offer that "I believe this is the best price available
for your shares." Furthermore, as noted earlier, when presented with a liquidity
opportunity in the form of the Tender Offer, only 32% of the Company's
shareholders attempted to take advantage of that opportunity. The Staff has
previously taken the position that shareholder proposals may be omitted where,
as in this case, the Board has already taken the essential action, or
established policies and procedures that relate to the subject matter of the
proposal, sought by the proposal and no purpose would be served by its inclusion
in the proxy materials. Exchange Act Release No. 34-20091 (Aug. 16, 1983);
Exchange Act Release No. 34-19135 (Oct. 14, 1982); Financial Industries Corp.
(Mar. 28, 2003); PepsiCo, Inc. (Feb. 28, 2003); Erie Indemnity Co. (Mar. 15,
1999); New South Africa Fund (Apr. 18, 1996) (the board had substantially
implemented the shareholder's proposal rendering it moot).
Accordingly, the Hallisey Proposal should be excluded under Rule 14a-8(i)(10) as
having been substantially implemented.
* * *
Please be advised that the Company intends to mail its proxy materials for the
2005 Meeting on or before May 13, 2005.
Please acknowledge receipt of these materials by date-stamping the enclosed copy
of this letter and returning it in the postage-paid, self-addressed envelope
provided and contact the undersigned if you have any questions or comments
regarding this letter or the Company's Statement.
Sincerely,
BELL, BOYD & LLOYD LLC
By: /s/
J. Craig Walker
Cc: Hallisey & D'Agostino, LLP,
ATTN: Mr. Adelbert L. Hallisey
[INQUIRY LETTER]
March 2, 2005
Securities and Exchange Commission
Office of Chief Counsel
Division of Corporation Finance
Judiciary Plaza
450 Fifth St., N.W.
Washington, D.C. 20549
Re: AmerInst Insurance Group, Ltd. (File No. 000-28249) 2005 Annual
Shareholder's Meeting. Rebuttal to AmerInst Insurance Group, Ltd's request for
No-Action Advice to Exclude From Proxy Material a Proposal Submitted by Hallisey
& D'Agostino, LLP, a Shareholder.
Dear Sir/Madam:
This letter is in response to the Request for No-Action Advice filed by AmerInst
Insurance Group, Ltd (AmerInst). In its request, AmerInst refers to the proposal
submitted by our firm as the "Hallisey Proposal" and is claiming that omission
is proper under the following rules:
(i) Rule 14a-8(i)(4) - If the proposal relates to
the redress of a personal claim or grievance against the company or to further a
personal interest, which is not shared by the other shareholders at large;
Rebuttal: The Hallisey Proposal is not about a personal claim or grievance nor
is it about the furthering of a personal interest which is not shared by the
other shareholders at large. It is about the attempt by a small group of
shareholders (the Board of Directors of AmerInst) to render the vote of all
other qualified shareholders moot by effectively controlling by far the largest
block of AmerInst stock, in direct contradiction to AmerInst's bye-laws and
using that control to further their own interests, potentially to the detriment
of all other shareholders at large.
Hallisey & D'Agostino, LLP was an original shareholder in AmerInst's predecessor
company, AmerInst Insurance Group, Inc. (AIIG) domiciled at the time in
Delaware. Our firm subscribed for the maximum number of shares (2,000) in the
initial public offering of stock in 1988, which evidenced our faith in the
company's mission. Over the ensuing years we attempted to obtain information
about our investment from AIIG.
There was, essentially, no public market for the company's stock and our
attempts to elicit information from the company about our investment met with
various degrees of stonewalling and lack of information flow. Our frustration
with the lack of cooperation reached the point where we turned to your agency,
the Securities and Exchange Commission (SEC), for relief. In a letter to the SEC
dated February 12, 1996 (included with this filing as Exhibit A), we detailed
our various concerns at the time. We received no meaningful response. Our basic
concern was that AIIG had evolved into a shell corporation with no employees and
part-time management in the guise of a Board of Directors (BOD), a situation
ripe for self-dealing and we had no means of liquidating our investment for its
fair value. AIIG would purchase stock from the estate of deceased and retired
shareholders at 75% of book value, a book value that by the AIIG's own admission
was conservatively stated, therefore depriving the selling shareholders of fair
value. Stock acquired in this manner was retired. In 1999, AmerInst (a Bermuda
domiciled corporation) filed a Form S-4 in connection with its offer to exchange
its shares for those of AIIG (a Delaware corporation). On October 8, 2004, we
again sent a letter to the SEC (included in this filing as Exhibit B) concerning
what we believe was a material misrepresentation of fact concerning the voting
rights of shareholders. To date we have not received a reply. Excerpts from the
letter are included here:
"In retrospect, we believe that the Form S-4 contained a materially false and
misleading statement and we are concerned about ever receiving a fair full value
for our investment, given the recent actions by the Board of Directors."
"In effect, as a consequence of the exchange of shares, management has
substantially leveraged its control of the company by having under its control
for voting purposes all the shares owned by the investment company, shares which
historically had been retired, not withstanding the following statements
contained in Form S-4 filed with the Commission in June, 1999; page 6 "The
change of domicile to Bermuda will not have any material effect on the relative
equity or voting interest of AIIG's stockholders,"; page 15 "The change of
domicile to Bermuda will not have any material effect on the relative equity or
voting interests of AIIG's stockholders,", Our contention is that these
statements are materially false and misleading. The change in domicile did, and
continues to have, a material effect on the relative equity and voting interests
of AIIG's stockholders by virtue of managements enhanced voting power. Case in
point a shareholder sponsored non-binding resolution proposing that the Board of
Directors seek bids from qualified buyers to sell Amerinst in order to maximize
value was soundly defeated at this year's annual meeting by a vote of 89,944
shares against, 55,826 shares for. The shareholder sentiment against the
proposal was not as great as a company press release would have one believe, the
margin of difference being the shares voted by the Directors and the investment
company subsidiary."
We excerpt from page 2 of the AmerInst letter to the SEC dated February 22, 2005
seeking a request for no-action advice:
"In order to assure protection to the accounting profession, the Company
included in its bye-laws the requirements that (i) all stockholders must be,
individually or corporately, certified public accountants, practicing in a firm
of fewer than 250 professionals, and members of the AICPA or members of a state
society". It appears that the investment company subsidiary's ownership of
shares in AmerInst is in violation of the bye-laws. It is not a certified public
accountant and does not remotely meet the criteria to qualify as a shareholder.
Excerpting again from page 2 of the letter: "Further, at the time of the initial
sale of shares by the Company, the Company adopted a policy to prevent control
by any one or several firms by limiting stock ownership to 2,000 shares". Why
does the investment company subsidiary own 97,000 shares, an apparent direct
violation of AmerInst's bye-laws to limit concentration of ownership and why
does the BOD feel the necessity to vote this block in their interest?
So here we have the crux of the matter. The Hallisey Proposal is about the greed
and arrogance of the BOD of AmerInst who have hatched a scheme to effectively
mutualize AmerInst by virtue of their control of the large cache of 97,000
shares, a cache that grows each year by virtue of the purchases from estates and
retired shareholders, in effect, treasury shares, owned by the investment
company subsidiary, shares that under the AIIG corporate structure, would have
been retired and not available to management to vote in their interest.
(ii) Rule 14a-8(i)(10) - The company has already
substantially implemented the proposal.
Rebuttal: Until AmerInst actively solicits bona fide bids to determine the true
value of AmerInst and allows the shareholders to vote on the merits of any bids
received, without including the votes controlled by the BOD, except for their
own personal holdings, the Hallisey Proposal has not been substantially
implemented.
By pointing to the fact that AmerInst did in fact pay a special dividend of
$10.50 in January, 2004 ("due to a favorable actuarial report"? Read AmerInst's
loss reserves were grossly overstated.) and, in fact, recently completed a
tender offer for approximately 65,900 shares simply reinforces our contention
that the BOD have not had the best interest of all shareholders at heart over
the past several years.
Frankly, Hallisey & D'Agostino, LLP is surprised by AmerInst's attempt to omit
its proposal from the 2005 annual meeting proxy material. A favorable vote on
our proposal is not binding on the BOD and, realistically, any shareholder
proposal not supported by the BOD is doomed to failure given the BOD ability to
vote the 97,000 shares it controls. Until this inequity is resolved, the playing
field will not be level for all shareholders.
Please acknowledge receipt of this letter and the enclosed exhibits by
date-stamping the enclosed copy of this letter and returning it in the postage
-paid, self-addressed envelope. If you have any questions or comments regarding
this letter, please contact Adelbert L. Hallisey at 860 563-8271, ext 106 or
ext. 105; email ahallise@hdllpcpa.com.
Very truly yours,
HALLISEY & D'AGOSTINO, LLP
/s/
Adelbert L. Hallisey
ALH:rp/tg/amerinst/SECrebuttal
Enclosures
[APPENDIX]
EXHIBIT A
Hallisey & D'Agostino letter to SEC dated February 12, 1996
[INQUIRY LETTER]
February 12, 1996
The Securities and Exchange Commission
Office of Investor Education and Assistance
Stop 11-2
450 5th Street N.W.
Washington, D.C. 20001
Gentlemen:
Re: AmerInst Insurance Group, Inc. Ticket # DAAV CUSIP # 3070F Disclosure Co. #
A6223589
We are one of the largest stockholders of AmerInst Insurance Group, Inc. owning
2,000 shares out of 335,000 shares issued.
We have made inquiries into the AmerInst operation and have confronted the Board
of Directors with several requests for information. The Board of Directors and
the law firm representing AmerInst insist that we must follow the SEC
regulations for any requests for information that we seek to obtain. We have
been stonewalled in making any inquiries into the operation of AmerInst.
Our basic question to the SEC is why AmerInst files SEC reports in the first
place?
The following is a short background on AmerInst Insurance Group, Inc.
The AICPA (American Institute of Certified Public Accountants) program of
endorsement of a liability insurance company to provide professional liability
insurance was a valid concept in 1987 for all members of the AICPA. The
membership of the AICPA failed to realize that the corporation, AmerInst
Insurance Group, Inc. was ceded 10% of premiums as a reinsurer from the endorsed
liability insurance company as part of the AICPA endorsement.
The liability insurance company chosen by the AICPA would not do business with
AmerInst without the endorsement of the AICPA. Thus, if you look carefully into
the agreement, there has to be a link between the AICPA, AmerInst, and the
liability insurance company selected by the AICPA. Further evidence of this
connection between the AICPA and the company is on page 15 of the original
prospectus, Exhibit I.
The capital stock issued by AmerInst was restricted to the members of the AICPA.
Thus, only CPAs and mostly practicing CPAs in 1988 invested in AmerInst. The
restrictions on the transfer of shares, the control of the Board of Directors by
the AICPA and the 75% majority of the stockholders needed to vote to change the
bylaws made all stockholders captive investors of AmerInst, a corporation
controlled by the AICPA.
Enclosed for easy reference are photocopies of the original prospectus, Exhibit
I, and original bylaws, Exhibit II, given to us by the law firm of Keck, Mahin,
& Cate of Chicago, Illinois.
Our position is that AmerInst is a private company under the restrictive control
of the AICPA without any investor stockholder representation on the Board of
Directors, thus captive investors. This Board of Directors of AmerInst now
controls $50 million in assets.
If your decision is that AmerInst is under the protection and regulations of the
SEC, we ask you to investigate the following situations:
A. The stock ownership and all transfers of the stock is controlled by the Board
of Directors and has created an absolute captive stockholder situation. We want
the SEC to investigate all transfers of stock since incorporated. Especially
transfers to a Mr. John Dore, a non-CPA who became a stockholder. Mr. Dore also
became a member of the Board of Directors. Mr. Dore has made two offers to buy
AmerInst at below book value.
1. Who did Mr. Dore buy stock from and at what price?
2. Did the Board of Directors approve Mr. Dore's purchase of shares and at what
price?
3. Why did the Board of Directors offer stock to Mr. Dore, a non-CPA?
4. Why did the Board of Directors not follow the bylaws in restricting the sale
of stock only to CPAs?
5. How can the Board of Directors transfer and purchase stock and not allow
fellow CPAs the same privilege?
B. Mr. Bruce Breitweiser, another director, has also purchased stock.
1. Who did Mr. Breitweiser buy stock from and at what price?
2. Did the Board of Directors approve Mr. Breitweiser's purchase of shares and
at what price?
3. How can the Board of Directors transfer and purchase stock and not allow
fellow CPAs the same privilege?
C. Limiting the directors to five and a quorum of one-third means two directors
can conduct business for a $50 million company called AmerInst. The composition
of the officers and directors is as follows: |[NCCDEF] |[UCA1]
|[TDC2,M'Shares',QR,I2] |[TCC4,MP1,QL,G.18] |[TCC4,M'Vice President',QL,G.18]
|[TCC4,M'Director',QL,G.18] |[XT] |[ST]|[LC5]|[RS2]Shares Owned|[QC]
|[ST]|[LC5]|[RS4]22 |[TA]Norman C. Batchelder CPA |[TA]President |[TA]Director
|[ST]294 |[TA]Bruce W. Breitweiser CPA |[TA]Vice President |[TA]Director
|[ST]400 |[TA]Ronald S. Katch CPA |[TA]Treasurer |[TA]Director |[ST]20 |[TA]Charles
B. Larson CPA |[TA]Secretary |[TA]Director |[ST]0 |[TA]Jerome Harris CPA |[TA]
|[TA]Director |[ST]|[TU204] |[ST]736 |[TA] |[TA] |[TA] |[ET]
As shown above, four officers of the corporation are directors and one outsider,
Jerome Harris, who owns no stock, is an additional director. Therefore, four out
of the five directors are officers of the corporation and the lone director who
is not an officer owns zero shares.
We request that the SEC get a conflict of interest statement from each board
member with any business done by AmerInst with the following companies:
1. The Country Club Bank of Kansas City, Missouri
2. Liscord, Ward & Roy, Inc.
3. Keck, Mahin & Cate and Baker and Hostetler
4. The Chicago Corporation
5. Johnson Lambert & Co.
6. U.S. Risk Group
7. The liability insurance company ceding business to AmerInst.
D. The SEC should investigate why the Board of Directors refused to make known
to the stockholders the appraisal of AmerInst made by the Chicago Corporation
when Mr. Dore first offered to purchase the company at below market value?
E. The SEC should investigate why the Board of Directors refused to release the
annual statements filed with the State of Illinois Insurance Department by
AmerInst when requested by Adelbert L. Hallisey in a letter dated September 25,
1995.
F. The SEC should investigate why the Board of Directors and officers of
AmerInst have accepted a modified unqualified opinion on the financial statement
for six straight years. The modified unqualified opinion has been repeated
verbatim for the past six years. The modified unqualified opinion seems to be in
conflict in regard to the independent consulting actuarys' statement made in the
actual footnote.
AmerInst Insurance Group, Inc. has stated in its footnotes to the financial
statements each year through 1994 with the following taken from the 1994 report
".......due to the relatively short history of the company's operations, the
ultimate liability for unpaid losses may vary significantly from the amounts
shown in the financial statements." How long a time may the company claim it has
a "relatively short history"? This note has been the basis for a repeated
modified auditors' report based on an uncertainty. The company states in its
1994 footnote that it ".......utilizes the findings of an independent consulting
actuary...." After seven years of operation and utilizing "industry data",
should not there be a conclusion reached on the estimated losses?
G. Michael T. Rogers is the chief operating officer of USA Risk Group of
Montpelier, Vermont who classified himself as the accountant for AmerInst.
Apparently the books and records of AmerInst are kept in Montpelier. On August
22, 1995 in Montpelier, Vermont he gave to Paul R. D'Agostino and Adelbert L.
Hallisey a demonstration of how liability reserve losses are allocated and the
procedure that they follow. In the course of the conversation, he stated that
the AmerInst reserve for losses is overstated and would be reflected in the net
income in the next three years. He said to expect net income to be in excess of
$10.00 per share to adjust for the overstated reserves.
I request that the SEC investigate Michael T. Roger's statements in regard to
the overstatement of the reserve for losses, including a review of the appraisal
of these reserves by the consulting actuary.
H. 1. The SEC should investigate why the Board of Directors and the law firm
refused to let Adelbert L. Hallisey review the stockholders list at the annual
meeting held in Chicago on May 8, 1995 as stated in the bylaws.
2. The SEC should investigate why the Board of Directors and the law firm at the
annual meeting held in Chicago on May 8, 1995 refused to allow Adelbert L.
Hallisey to vote his shares of stock regarding the stockholder proposal, which
would have been a decisive vote for it. The law firm knew about the closeness of
the vote prior to the meeting and would not allow Adelbert L. Hallisey to vote.
3. The SEC should investigate the vote count on this proposal and why no vote
was taken on this question at the annual meeting on May 8, 1995.
Enclosed is a photocopy of the stockholder proposal printed in the Notice of
Annual Meeting, Exhibit III.
I. The SEC should investigate the consulting actuary's analysis of each years
losses and compare it to the actual reserves set up by the Board of Directors.
J. The SEC should investigate the hardships that the Board of Directors of
AmerInst and the American Institute of Certified Public Accountants has placed
on individual practicing CPAs who try to sell or to liquidate their holdings in
AmerInst.
We are enclosing photocopies of correspondence regarding stockholders'
unsuccessful experiences when attempting to liquidate their shares, Exhibit IV.
Very truly yours,
/s/
Adelbert L. Hallisey
ALH:rp
Enclosures
[APPENDIX]
EXHIBIT B
Hallisey & D'Agostino letter to SEC dated October 8, 2004
[INQUIRY LETTER]
October 8, 2004
Division of Corporation Finance
Securities and Exchange Commission
450 5th NW Street
Washington, DC 20549
Dear Sir/Madam:
This letter is in reference to Amerinst Insurance Group, Ltd, ("Amerinst") a
Bermuda domiciled insurance holding company. Amerinst filed Form S-4 in
1998-1999 in connection with its offer to exchange its shares for those of
Amerinst Insurance Group, Inc ("AIIG") a Delaware corporation. Our firm is a
founding shareholder of AIIG and participated in the exchange offer with
Amerinst. AIIG and then AmerInst has been involved in the insurance business
primarily as a reinsurer of Accountant's Professional Liability Coverage offered
to individual practitioners and smaller accounting firms.
In retrospect, we believe that the Form S-4 contained a materially false and
misleading statement and we are concerned about ever receiving a fair full value
for our investment, given the recent actions by the Board of Directors.
Prior to the share exchange, AIIG redeemed shares from retired shareholders or
their estates for 100% of the previous years book value, subsequently reduced to
75%. The shares so redeemed were considered treasury shares and each year's lot
of shares was cancelled and retired. Subsequent to the exchange, Amerinst's
wholley owned investment company subsidiary, Amerinst Investment Company, Ltd
became the buyer of shares in these transactions and retains full voting power
over them to the extent that Amerinst Investment Company, Ltd owned 31,805
(9.6%) shares of Amerinst common stock as of March 31, 2004.
In effect, as a consequence of the exchange of shares, management has
substantially leveraged its control of the company by having under its control
for voting purposes all the shares owned by the investment company, shares which
historically had been retired, not withstanding the following statements
contained in Form S-4 filed with the Commission in June, 1999; page 6 "The
change of domicile to Bermuda will not have any material effect on the relative
equity or voting interest of AIIG's stockholders."; page 15 "The change of
domicile to Bermuda will not have any material effect on the relative equity or
voting interests of AIIG's stockholders.". Our contention is that these
statements are materially false and misleading. The change in domicile did, and
continues to have, a material effect on the relative equity and voting interests
of AIIG's stockholders by virtue of managements enhanced voting power. Case in
point, a shareholder sponsored non-binding resolution proposing that the Board
of Directors seek bids from qualified buyers to sell Amerinst in order to
maximize value was soundly defeated at this year's annual meeting by a vote of
89,944 shares against, 55,826 shares for. The shareholder sentiment against the
proposal was not as great as a company press release would have one believe, the
margin of difference being the shares voted by the Directors and the investment
company subsidiary.
Without a level playing field for all shareholders Amerinst Directors will
eventually be (one can say they are now) in the total control of the company if
the present practice of buying and voting treasury shares is allowed to
continue.
Since there is effectively no public market for Amerinst common stock the
company maintains a "buyer/seller" list that is available to interested parties
who can then negotiate buy/sell transactions. All transfers of stock must be
approved by the Board of Directors. As more evidence of present management's
intent to totally control the future of Amerinst to the detriment of all other
shareholders is the fact that it has unequivocally stated to a certain
shareholder who is interested in purchasing additional common stock in Amerinst,
possibly at prices in excess of 75% of book value that it will not approve
transfer of stock where he is the buyer. It is not coincidental that it is the
same shareholder who submitted a shareholder resolution at the recent annual
meeting asking the Board of Directors to explore the possibility of selling the
company. In our opinion, this is a blatant attempt to manipulate the price of
the stock and to deny potential sellers of stock fair value.
We would hope that your office sees merit in our position and can provide a
remedy or provide us with recommendations for further course of actions.
Very truly yours,
HALLISEY & D'AGOSTINO, LLP
/s/
Adelbert L. Hallisey
ALH:rp
[STAFF REPLY LETTER]
April 14, 2005
Response of the Office of Chief Counsel Division of Corporation Finance
Re: AmerInst Insurance Group, Ltd. Incoming letter dated February 22, 2005
The proposal urges the board to arrange for the prompt sale of AmerInst to a
suitable bidder at a price that will maximize shareholder value.
We are unable to concur in your view that AmerInst
may exclude the proposal under rule 14a-8(i)(4). Accordingly, we do not believe
that AmerInst may omit the proposal from its proxy materials in reliance on rule
14a-8(i)(4).
We are unable to concur in your view that
AmerInst may exclude the proposal under rule 14a-8(i)(10). Accordingly, we do
not believe that AmerInst may omit the proposal from its proxy materials in
reliance on rule 14a-8(i)(10).
Sincerely,
/s/
Rebekah Toton
Attorney-Advisor
|
