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
On August 8, 2002, H. William Coogan, Jr. filed preliminary proxy materials with
the Securities and Exchange Commission (the "SEC") relating to a solicitation of
proxies from the shareholders 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. On August 20, 2002, Mr. Coogan filed revised preliminary proxy materials
with the SEC, and anticipates filing definitive proxy materials with the SEC in
connection with the solicitation described above. Mr. Coogan will be soliciting
proxies in support of his director-nominees to be elected to Firstmark's board
of directors. His director-nominees are H. William Coogan, Jr., Timothy W.
Byrne, Alireza Ezami, John D. McCown, Steven B. Sebastian and John T. Wyand.
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. The definitive
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 definitive 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. shareholders 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; (iv) Timothy W.
Byrne; (v) Alireza Ezami; (vi) John D. McCown; (vii) Steven B. Sebastian; and
(viii) John T. Wyand.
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 former
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. With the
exception of Mr. Coogan, his director-nominees do not beneficially own any
shares of Firstmark common stock. Quantified information relating to the
security holdings of persons who may be deemed to be participants in the
solicitation of Firstmark Corp.'s shareholders may be found in (i) 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 and (ii) the revised
preliminary proxy materials filed by Mr. Coogan on August 20, 2002.