UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
MOBILE AMERICA CORPORATION
(Name of Issuer)
Voting Common Stock, $.01 par value
(Title of Class of Securities)
607235504
(CUSIP Number)
Linda Y. Kelso, Esq.
200 Laura Street
Jacksonville, FL 32202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Voluntary
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that Section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- ----------------------------- -----------------------------------
CUSIP No. 607235504 Page 2 of 9 Pages
- ----------------------------- -----------------------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Lee Smith
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS*
Not Applicable
================================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
================================================================================
7
NUMBER OF SOLE VOTING POWER
SHARES 374,999
BENEFICIALLY ====================================================
8
OWNED BY SHARED VOTING POWER
EACH 0
REPORTING ====================================================
9
PERSON SOLE DISPOSITIVE POWER
WITH 374,999
====================================================
10
SHARED DISPOSITIVE POWER
0
================================================================================
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,999
================================================================================
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
================================================================================
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.17%
================================================================================
14
TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- ----------------------------- -----------------------------------
CUSIP No. 607235504 Page 3 of 9 Pages
- ----------------------------- -----------------------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allan J. McCorkle
================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
================================================================================
3 SEC USE ONLY
================================================================================
4 SOURCE OF FUNDS*
Not Applicable
===============================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
================================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
================================================================================
7
NUMBER OF SOLE VOTING POWER
SHARES 22,200
BENEFICIALLY ====================================================
8
OWNED BY SHARED VOTING POWER
EACH 2,953,666
REPORTING ====================================================
9
PERSON SOLE DISPOSITIVE POWER
WITH 22,200
====================================================
10
SHARED DISPOSITIVE POWER
2,953,666
================================================================================
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,051,866
================================================================================
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
================================================================================
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.89%
================================================================================
14
TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer
-------------------
This Statement relates to the voting Common Stock, par value
$.025 per share ("Common Stock"), of Mobile America
Corporation, a Florida corporation (the "Issuer"). The address
of the Issuer's principal executive offices is 10475 Fortune
Parkway, Suite 110, Jacksonville, Florida.
Item 2. Identity and Background
-----------------------
(a) This statement is filed on behalf of R. Lee Smith and
Allan J. McCorkle.
R. Lee Smith disclaims beneficial ownership of the
shares held by Allan J. McCorkle and his affiliates.
Allan J. McCorkle disclaims beneficial ownership of the
securities held by R. Lee Smith. See Item 5.
(b) The business address of Allan J. McCorkle:
c/o Jones & McCorkle
6712 Atlantic Boulevard
Jacksonville, Florida
The business address of R. Lee Smith is:
1200 Riverplace Boulevard, Suite 902
Jacksonville, Florida
(c) The following sets forth for each of Allan J. McCorkle
and R. Lee Smith his present principal occupation or
employment, and the name, principal business and address
of any corporation or organization in which such
employment is conducted:
Principal Name, Address
Occupation and Principal
and Business of
Name Employment Employer
---- ---------- -------------
Allan J. McCorkle Consultant* c/o Jones & McCorkle
6712 Atlantic Boulevard
Jacksonville, Florida
R. Lee Smith Private investor and 1200 Riverplace Blvd.
real estate developer Suite 902
Jacksonville, Florida
*Mr. McCorkle is the retired President and Chief Executive Officer of the
Issuer.
(d) During the last five years, neither R. Lee Smith nor
Allan J. McCorkle has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither R. Lee Smith nor
Allan J. McCorkle has been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect to
such laws except the Cease and Desist Order entered
against Allan J. McCorkle and R. Lee Smith by the
Securities and Exchange Commission on December 9, 1994
(the "Order") and described below:
The Order required McCorkle to permanently cease
and desist from committing or causing any
violation of, or any future violation of,
Sections 13(g) and 16(a) of the Exchange Act
and Rules 13d-1, 13d-2, 16a-2 and 16a-3
promulgated thereunder, and required Smith
and two other directors of Mobile America to
permanently cease and desist from committing
or causing any violation of, or any future
violation of, Sections 13(d) and 16(a) of
the Exchange Act and Rules 13d-1, 13d-2,
16a-2 and 16a-3 thereunder. McCorkle and
Smith, without admitting or denying the
allegations in the Commission's Order,
consented to its entry. The Order found that
McCorkle failed for more than fifteen years
to file a Schedule 13G, filed late eleven
amendments thereto, failed for more than
twenty-one years to file a Form 3, and was
late in filing twenty-two Forms 4 and one
Form 5 for up to approximately six years.
The Order found Smith failed for more than
thirteen years to file a Schedule 13D, filed
late five amendments thereto, failed for
more than fifteen years to file a Form 3 and
was late in filing nineteen Forms 4 and one
Form 5 for up to approximately thirteen years.
(f) Smith and McCorkle are United States citizens.
Item 3. Source and Amount of Funds or Other Considerations
--------------------------------------------------
Not Applicable.
Item 4. Purpose of Transaction
----------------------
On May 24, 1999, Mobile America Corporation (the "Company"),
McCorkle and Smith entered into a Shareholder Agreement (the
"Voting Agreement"). In the Voting Agreement, McCorkle and
Smith agreed to vote all of the shares over which they then
have voting power (except 24,701 shares contributed by
McCorkle to the Kissaway County Charitable Trust) in favor of
the following slate of directors: (i) Allan J. McCorkle,
Thomas J. McCorkle and Holly J. McCorkle (the "Family
Directors"), (ii) J. Michael Garrity, Thomas E. Perry, R. Lee
Smith and Robert Thomas (the "Non-Family Directors") and (iii)
Arthur L. Cahoon. In the event of a vacancy on the Board with
respect to a Family Director, McCorkle and Smith agreed to
vote for a director nominated by McCorkle, and in the event of
a vacancy on the Board with respect to a Non-Family Director,
McCorkle and Smith agreed to vote in favor of an individual
nominated by the Non-Family Directors and Cahoon. In the event
a new President and CEO is hired and elected as a director,
McCorkle and Smith agreed to vote in favor of an additional
nominee selected by McCorkle.
The Voting Agreement generally continues until, but not
including, the 2002 Annual Meeting of the Company's
shareholders. However, the Voting Agreement will terminate
earlier on the happening of any of the following events: (i)
the death of McCorkle, (ii) default by the Registrant under
its Consulting Agreement or Director Indemnification Agreement
with McCorkle after notice and opportunity to cure, (iii) the
occurrence of a "material adverse change" as defined in the
Voting Agreement or (iv) failure of the Company's Board to
nominate as directors the Family Directors or Cahoon.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) - (b) Information concerning the amount and percentage of
shares of Common Stock beneficially owned by each of the
reporting persons as of July 1, 1999 without regard to
the Voting Agreement is set forth below and is based
upon the number of shares of Common Stock outstanding on
July 1, 1999:
Sole Shared Percentage of
Voting and Voting and Aggregate Outstanding
Reporting Dispositive Dispositive Beneficial Shares of
Person Power Power Ownership Common Stock
--------- ----------- ----------- ---------- -------------
Allan J. McCorkle 22,200 2,953,666(1) 2,975,866(1) 40.89%
R. Lee Smith 374,999(2) 0 374,999(2) 5.17%
- ---------------
(1) Includes (i) 2,928,965 shares held by a family limited partnership
controlled by McCorkle and (ii) 24,701 shares held by a charitable trust
of which McCorkle is one of four trustees and as to which McCorkle
disclaims beneficial ownership.
(2) Includes 27,250 shares issuable under currently exercisable options.
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
--------------------------------------------------------------
For a description of the contract of McCorkle and Smith with
respect to the voting of securities over which they have
voting power. See Item 4 above.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Agreement to File Schedule 13D jointly.
Exhibit 2 Shareholder Agreement dated as of May 24,
1999 between Mobile America Corporation,
Allan J. McCorkle and R. Lee Smith filed as
Exhibit 10(a) to the Form 10-K/A of Mobile
America Corporation filed July 9, 1999 and
incorporated herein by reference.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of his/her or its knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Date: July 28, 1999
/s/ Allan J. McCorkle
------------------------------------------------
Allan J. McCorkle
/s/ R. Lee Smith
------------------------------------------------
R. Lee Smith
<PAGE>
Schedule 13D
Mobile America Corporation
Exhibit Index
Exhibit
- --------
Exhibit 1 - Agreement to file Schedule 13D jointly.
Exhibit 2 - Shareholder Agreement dated as of May 24, 1999 between Mobile
America Corporation, Allan J. McCorkle and R. Lee Smith filed as
Exhibit 10(a) to the Form 10-K/A of Mobile America Corporation
filed July 9, 1999 and incorporated herein by reference.
<PAGE>
EXHIBIT 1
AGREEMENT
AGREEMENT dated as of July 28, 1999 between Allan J. McCorkle and
R. Lee Smith.
WHEREAS, pursuant to paragraph (k) of Rule 13d-1 promulgated under
Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the parties hereto have decided to satisfy their filing obligations
under the 1934 Act by a single joint filing.
NOW, THEREFORE, the undersigned hereby agree as follows:
2. The Schedule 13D with respect to Mobile America Corporation, to
which this is attached as Exhibit 1, is filed on behalf of Allan J. McCorkle and
R. Lee Smith.
3. Each of Allan J. McCorkle and R. Lee Smith is responsible for the
completeness and accuracy of the information concerning such person contained
therein; provided that each person is not responsible for the completeness or
accuracy of the information concerning any other person making such filing.
IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the
date first above written.
/s/ Allan J. McCorkle
------------------------------------------------
Allan J. McCorkle
/s/ R. Lee Smith
------------------------------------------------
R. Lee Smith
