SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant
Filed by a Party other than the Registrant X
Check the appropriate box:
Preliminary Proxy Statement
Definitive Proxy Statement
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Additional Materials
X Soliciting Material Pursuant to Rule 14a-12
FIRSTMARK CORP.
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(Name of Registrant as Specified In Its Charter)
H. WILLIAM COOGAN, JR.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X Fee not required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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NOTICE
OF
SUBSTITUTE ANNUAL MEETING OF SHAREHOLDERS
OF FIRSTMARK CORP.
TO BE HELD ON SEPTEMBER 6, 2002
NOTICE IS HEREBY GIVEN that a Substitute Annual Meeting of Shareholders (the
"Substitute Annual Meeting") of Firstmark Corp. (the "Corporation") will be held
on Friday, September 6, 2002 at 2:30 p.m., Eastern Time, at One Portland Square,
Ninth Floor, Portland, Maine, 04101 to consider the following proposals:
1. To fix the number of directors to serve until the next Annual Meeting
of Shareholders.
2. To elect directors to serve until the next Annual Meeting of
Shareholders.
3. To ratify the appointment of Ernst & Young, LLP to audit the
Corporation's financial statements for its 2002 fiscal year.
The undersigned has fixed the close of business on August 9, 2002 as
the record date for determining shareholders of the Corporation entitled to
notice of and to vote at the Substitute Annual Meeting and at any adjournments
thereof.
/s/ H. William Coogan, Jr.
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H. William Coogan, Jr.
4712 Charmian Road
Richmond, Virginia 23226
August 2, 2002
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IMPORTANT INFORMATION
H. William Coogan, Jr. plans to file a proxy statement with the Securities and
Exchange Commission relating to a solicitation of proxies from the stockholders
of Firstmark Corp. in connection with a Substitute Annual Meeting of
Shareholders of Firstmark to be held for the purpose of voting on the following
matters: (i) to fix the number of directors to serve until the next Annual
Meeting of Shareholders, (ii) to elect directors to serve until the next Annual
Meeting of Shareholders, and (iii) to ratify the appointment of Ernst & Young,
LLP to audit Firstmark's financial statements for its 2002 fiscal year. SECURITY
HOLDERS ARE ADVISED TO READ THAT PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The proxy statement, along with
any other relevant documents, will be available for free at www.sec.gov. You may
also obtain a free copy of the proxy statement, when it becomes available, by
contacting H. William Coogan, Jr. at (804) 240-8297. Information regarding the
names, affiliation and interests of individuals who may be deemed to be
participants in the solicitation of proxies of Firstmark Corp. stockholders is
set forth below.
INFORMATION REGARDING PARTICIPANTS
The following persons may be deemed to be participants in the solicitation of
proxies referred to above: (i) H. William Coogan, Jr.; (ii) The H. William
Coogan Irrevacable Trust (the Trust); and (iii) Susan C. Coogan.
H. William Coogan, Jr. has direct and indirect beneficial ownership of shares of
common stock of Firstmark Corp. H. William Coogan, Jr. is also the President,
Chief Executive Officer and Chairman of the Board of Directors of Firstmark
Corp. The Trust owns shares of Firstmark Corp. common stock. Susan C. Coogan has
indirect beneficial ownership of shares of common stock of Firstmark Corp.,
primarily through her relationship as Trustee of the Trust. Quantified
information relating to the security holdings of persons who may be deemed to be
participants in the solicitation of Firstmark Corp.'s stockholders may be found
in the Schedule 13D/A filed by H. William Coogan, Jr. and The H. William Coogan
Irrevocable Trust, Susan C. Coogan, Trustee, on July 19, 2002.