<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MOBILE AMERICA CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
MOBILE AMERICA CORPORATION
Notice and Proxy Statement
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 1996
To the Holders of Common Stock:
PLEASE TAKE NOTICE that the annual meeting of shareholders of MOBILE
AMERICA CORPORATION will be held on Friday, the 24th of May, 1996, at 10:00
a.m. local time, at the Company's Headquarters, 100 Fortune Parkway,
Jacksonville, Florida 32256.
The meeting will be held for the following purposes:
1. To elect a board of seven directors pursuant to the bylaws of
the Company;
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Shareholders of record at the close of business on April 8, 1996, are
entitled to vote at the annual meeting.
Shareholders are requested to date, sign and return the enclosed proxy
in the enclosed envelope, postage for which has been provided. Prompt response
is helpful and your cooperation will be appreciated.
By order of the Board of Directors,
Carlena E. Purcell
Secretary
Date: April 26, 1996
<PAGE> 3
MOBILE AMERICA CORPORATION
100 Fortune Parkway
Jacksonville, Florida 32256
April 26, 1996
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 24, 1996
This proxy statement and the enclosed form of proxy are first being
sent to shareholders of Mobile America Corporation on or about April 26, 1996,
in connection with the solicitation by the Board of Directors of proxies to be
used at the annual meeting of the shareholders of the Company. The meeting
will be held on Friday, May 24, 1996, at 10:00 local time, at the Company's
Headquarters, 100 Fortune Parkway, Jacksonville, Florida 32256.
If the enclosed form of proxy is executed and returned, it may
nevertheless be revoked at any time insofar as it has not been exercised.
Revocation of the proxy may be effected in writing or by attendance at the
annual meeting and electing to vote in person. The shares represented by the
proxy will be voted unless the proxy is received in such form or at such time
as to render it not votable. A proxy will be considered not votable if it is
received unexecuted or if the proxy form or signature thereon is so mutilated
or defaced so as to render it illegible. The proxy is in ballot form so that a
specification may be made to grant or withhold authority to vote for the
election of each director. The shares represented by the proxy will be voted
"for" the election of directors nominated by the Board of Directors unless
authority to do so is withheld.
The Proxy committee consists of Mr. Allan J. McCorkle, president and a
director of the Company, and Carlena E. Purcell, secretary of the Company.
Voting Securities and Principal Holders Thereof
Each share of common stock entitles its holder to one vote.
Shareholders representing a majority of the outstanding common stock must be
present to constitute a quorum at the annual shareholders meeting. The
affirmative vote by the holders of a majority of the shares of common stock of
the Company represented at the meeting and entitled to vote is required for
approval of a proposal.
The record of shareholders entitled to vote at the annual meeting was
taken at the close of business on April 8, 1996. As of April 8, 1996, the
Company had outstanding and entitled to vote 6,209,532 shares of common stock.
<PAGE> 4
The following table shows the name, address and beneficial ownership
as of March 1, 1996, of each person known to the Company to be the beneficial
owner of more than five percent of its outstanding common stock, and for all
executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
- ------------------ ------------------------ --------
<S> <C> <C>
Allan J. McCorkle 3,054,580 48.79%
100 Fortune Parkway
Jacksonville, Florida
32256
R. Lee Smith 378,260 6.04%
1888 River Road
Jacksonville, Florida
32207
Robert Thomas, III 321,841 5.14%
P.O. Box 638
Thomasville, Georgia
31799
All executive officers and 3,779,047 60.37%
directors as a group (a total
of 10 persons)
</TABLE>
- --------------------------------------
(1) All of these shares are held with sole voting and investment power.
Nomination and Election of Directors
At the meeting, a Board of seven Directors will be elected pursuant to
the bylaws of the Company to serve for one year and until the election and
qualification of their successors. The accompanying proxy will be voted, if
authority to do so is not withheld, for the election of Directors of the
following persons who have been designated by management as nominees. Each
nominee has consented to being named as such in the proxy statement and is at
present available for election. If any nominee should become unavailable, the
persons voting the accompanying proxy may in their discretion vote for a
substitute.
<PAGE> 5
Information concerning the nominees is set forth below:
<TABLE>
<CAPTION>
Shares of Company
Year Common Stock
Offices Held in Company; First Owned Beneficially
Principal Occupations Became as of March 1, 1996
Name Age During the Past Five Years Director (and % of class) (2)
- ---- --- -------------------------- -------- --------------------
<S> <C> <C> <C> <C>
Jack H. 65 President and Chief Executive 1994 1,000
Chambers Officer and Director of Koger (.0002%)
Properties from July 1991
until December 1993; Real
Estate Developer for more
than the past five years;
Director, Consolidated Tomoka
Land Company of Florida.
J. Michael 55 Senior Vice President of G.J. 1994 2,000
Garrity Sullivan Co. since June 1994; (.0003%)
Senior Vice President of AON
Reinsurance for more than the
past five years until June 1994.
Allan J. 64 Chairman of the Board of Directors 1968 3,054,580
McCorkle for more than the past five years; (48.79%)
President and Chief Executive
Officer since August 1985.
Thomas J. 53 Vice President and Director; 1980 19,706
McCorkle President of Fortune Life (.0031%)
Insurance Company from
December 1981 to April 1986;
Vice President of Fortune
Insurance Company for more
than five years until April
1986; President of Mobile
America Insurance Group
since April 1986.
Thomas E. 63 President of Sing Development 1994 1,500
Perry Company since 1990; Executive (.0002%)
Vice President, General Manager
and Director of Sing Oil Company
From 1964 through 1990.
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Shares of Company
Year Common Stock
Offices Held in Company; First Owned Beneficially
Principal Occupations Became as of March 1, 1996
Name Age During the Past Five Years Director (and % of class) (2)
- ---- --- -------------------------- -------- --------------------
<S> <C> <C> <C> <C>
R. Lee 53 Director; Attorney; member of 1979 378,260
Smith R. Lee Smith, P.A. since February (6.04%)
1979; President of Fortune Life
Insurance Company since April
1986; President of 18 Construction
for more than the past five years;
member of Lloyds since 1983.
Robert 62 Director; Senior Vice President 1976 321,841
Thomas, III and Member of the Executive (5.14%)
Committee of Poe & Brown, Inc.;
Senior Vice President and Director
Brown & Brown, Inc., since 1980;
Formerly President of MacDuff
Insurance, Inc. and MacDuff
Underwriters, Inc. since 1971.
</TABLE>
(1) Allan J. McCorkle and Thomas J. McCorkle are brothers.
(2) All of these shares are owned with sole voting and investment power.
(3) See "Voting Securities and Principal Holders Thereof" above.
Executive Officers
The following table presents the names and ages of all executive
officers, all positions and offices held with the company and a brief account
of the business experience during the past five years.
<TABLE>
<CAPTION>
Date Assumed Business Experience
Name Age Office During Past Five Years
- ---- --- ------------ ----------------------
<S> <C> <C> <C>
Allan J. 64 August, 1985 President and Chief Executive Officer since
McCorkle August 1985; Chairman of the Board of Directors
for more than the past five years.
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
Date Assumed Business Experience
Name Age Office During Past Five Years
- ---- --- ------------ ----------------------
<S> <C> <C> <C>
Thomas J. 53 July, 1980 Vice President and Director since July 1980;
McCorkle Vice President of Fortune Insurance Company
for more than five years until April 1986;
President of Mobile America Insurance Group
since 1986.
Carlena E. 38 September, 1987 Secretary since September 1987; employed by the
Purcell Company since 1978.
Duane A. 39 August, 1995 Vice President-Operations since August 1995;
Sanders Regional Director/Asst. Vice President Cigna
Financial Institution Services from June 1994 until
August 1995; Asst. Vice President Consolidated
International Insurance Group from May 1993 until
May 1994; Unit Supervisor, Division Supervisor,
Division Manager, Senior Financial Business
Analyst, Product Manager - Progressive Insurance
from May 1985 until April 1993.
Thomas L. 43 December, 1994 Vice President-Financial Reporting since December
Stinson 1994; Vice President and Chief Financial Officer
Pinnacle Insurance Company from January 1993
until November 1994; Deputy Supervisor, Florida
Department of Insurance from November 1992
until January 1993; Senior Vice President of
Accounting - First Southern Insurance Company
from March 1989 until November 1992.
</TABLE>
The term of office of each of the executive officers named above
expires at the first meeting of the Board of Directors following the annual
meeting of the stockholders.
Board of Directors and Committees
The Board of Directors has an executive committee, consisting of Allan
J. McCorkle, Thomas E. Perry and R. Lee Smith, which is authorized to exercise
all of the powers of the Board of Directors when the Board is not in session.
Two meetings of the executive committee were held in 1995.
The Board of Directors has an audit committee, consisting of Jack H.
Chambers, J. Michael Garrity and Robert Thomas, which met three times during
1995. The audit committee reviewed the scope and results of the audit
examination for the Company's previous fiscal year, consulted with the
Company's independent auditors and its internal financial staff with respect to
internal accounting systems and controls, and consulted with the Company's
independent auditors with regard to the
<PAGE> 8
audit plan. In addition, the committee approves the engagement or discharge of
the Company's independent auditors and negotiates the fees for the coming year.
The Company has a Compensation Committee, consisting of J. Michael
Garrity, Thomas J. McCorkle and Thomas E. Perry, which met twice during 1995.
The compensation committee recommends for approval by the full Board of
Directors, the nature and amount of all compensation for executive officers of
the Company.
The Company does not have a standing nominating committee.
During 1995, the Board of Directors held four meetings. Each director
attended 75% or more of the aggregate of the meetings of the board and the
committees on which he served.
Compensation Committee Interlocks and Insider Participation
Thomas J. McCorkle serves on the Compensation Committee of the Board
of Directors and also serves as the Company's Vice President.
Pension Plan
The Mobile America Corporation Money Purchase Pension Plan was adopted
in 1982. The purpose of the Plan is to provide eligible employees with
retirement benefits as well as additional benefits in the event of death,
disability or other termination of employment. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974.
All full time employees of the Company are eligible to participate in
the plan when they have completed one year of employment and have reached their
21st birthday.
Each year, the Company places in a trust fund for each eligible
employee, an amount equal to 4.3% of their total compensation plus 4.3% of
their compensation in excess of $18,000. In addition to the Company
contribution made to each participant's account, the participant will also
share on a pro rata basis in the investment earnings or losses of the trust
fund.
A participant's full account becomes payable upon normal retirement
(age 62 and 10 years of service), or upon retirement at any age due to
disability, or death. In the event employment is terminated for reasons other
than death, disability or retirement, participants will share in the
allocations based on their number of years of service with the Company on a
vesting basis.
All employee-officers and employee-directors participate in the plan
on the same terms as other compensated employees.
At December 31, 1995, total contributions by the Company for the
accounts of the executives
<PAGE> 9
named individually and as a group in the cash compensation table were: Allan J.
McCorkle $234,015, Thomas J. McCorkle $108,857, all executives as a group
$368,876.
Supplemental Executive Retirement Plan
The Company has adopted an unfunded Supplemental Executive Retirement
Plan ("SERP") for the Company's executive officers whose accounts are vested
under the Company's Money Purchase Pension Plan but who have not participated
in such Plan for at least 22 years upon retirement at age 60 or older. A
specified percentage of the average annual salary of the officer during the
last five years of service before retirement will be paid each year under the
SERP, regardless of years of service, as follows: 50% of average annual salary
if retirement is at age 60, 55% if retirement is at age 62, and 60% if
retirement is at age 65 or older. In addition, following the death of the
retired officer, the officer's spouse will receive each year 60% of the annual
benefit that the retiree was receiving. These payments will be in addition to
benefits paid under the Money Purchase Pension Plan. The following table
indicates the benefits that a retired officer would receive under the SERP,
based on average annual salary during the five years preceding retirement and
age at retirement.
<TABLE>
<CAPTION>
Retirement at
Final -------------------------------------------------------------
Average Age Age Age
Salary 60 62 65 + over
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$100,000 $ 50,000 $ 55,000 $ 60,000
125,000 62,500 68,750 75,000
150,000 75,000 82,500 90,000
200,000 100,000 110,000 120,000
250,000 125,000 137,500 150,000
300,000 150,000 165,000 180,000
350,000 175,000 192,500 210,000
400,000 200,000 220,000 240,000
450,000 225,000 247,500 270,000
500,000 250,000 275,000 300,000
</TABLE>
Executive Compensation
Summary of Cash and Certain Other Compensation
The following table sets forth information with respect to the
compensation paid by the Company and its subsidiaries for the last three fiscal
years, to the Chief Executive Officer and each of the four most highly paid
compensated executive officers of the Company in all capacities in which they
serve, when the annual salary and bonus exceeded $100,000 for fiscal 1995.
<PAGE> 10
Summary Compensation Table
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
----------------------------------------- ------------------------------
Restricted
Stock Options LTIP All Other
Name and Position Year Salary Bonus Other Awards SAR's Payouts Compensation
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Allan J. McCorkle 1995 $402,666 $ 96,763 None None 25,000 None $12,126 (1)
Chairman, President and 1994 389,874 111,222 None None None None 12,126 (1)
Chief Executive Officer 1993 372,673 - None None None None 19,508 (1)
Thomas J. McCorkle 1995 $108,612 $ 24,191 None None 10,000 None $10,647 (1)
Vice President 1994 106,687 27,806 None None None None 10,792 (1)
1993 101,666 - None None None None 7,969 (1)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Company contribution to the individuals account in the Company's money
purchase pension plan.
There are no employment contracts outstanding on any of the officers
of the Company or its subsidiaries.
Options
The following table sets forth information concerning options granted
during the year ended December 31, 1995 under the Company's Incentive Plan to
the executives named in the Summary Compensation Table above. The Company did
not grant any stock appreciation rights during the year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for Option
Individual Grants Term
------------------------------------------------------------ ------------------------
Percentage of
Number Total Options
Of Granted to
Options Employees in Exercise Expiration
Name Granted 1995 (1) Price Date 5% 10%
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Allan J. McCorkle 25,000 (2) 27.02% $9.62 05/26/2005 $151,249 $383,295
Thomas J. McCorkle 10,000 (2) 10.81% 9 .62 05/26/2005 60,490 153,300
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) A total of 92,500 options were granted to key employees in 1995 under
the Company's Incentive Plan.
(2) All options granted are fully vested.
The following table sets forth information concerning the value of
unexercised options as of December 31, 1995 held by the executives named in the
Summary Compensation Table above. No options were exercised during 1995.
<PAGE> 11
OPTION YEAR-END VALUES TABLE
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at December 31, 1995 December 31, 1995
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ---------------------------- -------------------------
<S> <C> <C>
Allan J. McCorkle 25,000 (U) $3,250
Thomas J. McCorkle 10,000 (U) 1,300
</TABLE>
Directors' Compensation
In 1995, each outside director of the Company was paid $1,000 for each
Board of Directors meeting and $500 for each Board Committee meeting attended.
Such amounts have been included in the cash compensation table above with
respect to the individuals named.
No director or officer had any material interest, direct or indirect,
in any business transaction of the Company or its subsidiaries for the year
ended December 31, 1995 or in any proposed transactions. The Company engages
in routine business transactions with certain directors of the Company, and the
terms of these transactions are as favorable to the Company as could be
obtained from unrelated parties.
Mr. Jack H. Chambers provided consulting services to the Company until
August 1, 1995. He was paid consulting fees in the amount of $133,333 for these
services. Mr. Chambers did not receive fees for Board of Directors or Board
Committee meetings while he was providing consulting services.
Compensation Committee Report
The Company's Compensation Committee establishes, and recommends for
approval by the full Board of Directors, the compensation to executive officers
of the Company as well as approving the Company's annual bonus pool in order to
attract and motivate management to enhance shareholder value.
The Committee's decisions on compensation for the Chief Executive
Officer are ultimately subjective, based on consideration of several factors:
(i) historic salary increments, (ii) annual performance of individual and (iii)
Company performance as measured by the return on equity and increase in the
value of the Company's stock.
Annual performance incentive compensation by way of cash bonuses is
established by the Company's ultimate results for each fiscal year, compared
with previously targeted objectives. The combination of base compensation and
cash bonuses provides a level of risk and opportunity
<PAGE> 12
that encourages management performance in the achievement of the Company's
long-term objectives and goals.
The committee approved a 5% increase in Mr. Allan McCorkle's base
compensation in August of 1995 to $388,238.
MOBILE AMERICA CORPORATION
COMPENSATION COMMITTEE
Thomas E. Perry, Chairman
J. Michael Garrity
Thomas J. McCorkle
Performance Graph
The performance graph set forth below compares the cumulative total
shareholder return on the Company's common stock with the Nasdaq Index and
Nasdaq Insurance Index for the years 1990 through 1995.
Comparison of five-year cumulative total return between Mobile America
and Nasdaq.
[GRAPH - see next page]
Assume $100 invested on December 31, 1990 in the Company's common stock,
Nasdaq Stock Market and Nasdaq Insurance Stocks.
<PAGE> 13
Comparison of Five Year-Cumulative Total Returns
LEGEND
<TABLE>
<CAPTION>
SYMBOL CRSP TOTAL RETURNS INDEX FOR:
- ------ -----------------------------
<S> <C> <C>
__________[] Mobile America Corporation
- --- ___ - * Nasdaq Stock Market (US Companies)
- --------- Nasdaq Insurance Stocks
"triangle"
</TABLE>
<TABLE>
<CAPTION>
CRSP TOTAL RETURNS INDEX FOR:
---------------------------------------------------------------------------
NASDAQ INSURANCE STOCKS
MOBILE AMERICA NASDAQ STOCK MARKET SIC 6310-6319, 6330-6339
DATE CORPORATION (US COMPANIES) US & FOREIGN
- ---- -------------- ------------------- ------------------------
<S> <C> <C> <C>
12/31/90 100 100.0 100.0
12/31/91 192 161 141.0
12/31/92 367 187 191
12/31/93 528 214 204
12/30/94 215 210 192
12/29/95 383 297 273
</TABLE>
<PAGE> 14
Independent Certified Public Accountants
The accounting firm of Cherry, Bekaert & Holland L.L.P., have acted as
the Company's independent certified public accountant since fiscal 1987. A
representative of that firm is expected to be present at the meeting and will
be afforded the opportunity to make a statement if he so desires and will also
be available to respond to appropriate questions.
Professional services provided by Cherry, Bekaert & Holland L.L.P.,
consisted of tax preparation and audit services, including the examination of
the financial statements of the Company and its subsidiaries, and assistance
and consultation in connection with filings with the Securities and Exchange
Commission.
The Company has not selected its independent accountants for the
current fiscal year. Such selection will be made after the consideration and
recommendation by the audit committee of the Board of Directors.
Annual Report
A copy of the Company's annual report for the fiscal year ended
December 31, 1995 accompanies this proxy statement. Any shareholder who does
not receive a copy may obtain one by writing the Vice President - Financial
Reporting at 100 Fortune Parkway, Jacksonville, Florida 32256.
Other Matters
Management does not know of any other matters to come before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the persons designated as proxies to vote in accordance with
their best judgment on such matters.
Expenses of Solicitation
The cost of soliciting proxies will be borne by the Company. The
Company does not expect to pay any compensation for the solicitation of the
proxies but may reimburse brokers and other persons holding stock in their
names, or in the names of nominees, for their expense for sending proxy
material to principals and obtaining their proxies.
Shareholder Proposals
Any shareholder desiring to present a proposal for action at the
annual meeting of shareholders which is expected to be held at the end of May,
1997, and desiring that such proposal be included in the Company's proxy
material, should submit a written copy of such
<PAGE> 15
proposal to the Company's principal offices not later than December 27, 1996.
Such proposal should be submitted by certified mail, return receipt requested,
and should in all respects comply with applicable proxy rules relating to
shareholder proposals in order to be included in the Company's proxy materials.
Proposals should be directed to the attention of the Secretary.
Shareholders are urged to specify their choices, date, sign and return
the enclosed proxy in the enclosed envelope, postage for which has been
provided. Prompt response is helpful and your cooperation will be appreciated.
Dated: April 26, 1996
