SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 1999
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MOBILE AMERICA CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 0-6764 59-1218935
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
10475 Fortune Parkway, Suite 110
Jacksonville, Florida 32256
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (904) 363-6339
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Allan J. McCorkle, President and Chief Executive Officer of Mobile
America Corporation (the "Company") resigned these positions effective May 25,
1999. Mr. McCorkle will remain Chairman of the Company's Board of Directors
until the Company's next annual meeting of shareholders which is expected to
occur in July or August, 1999. McCorkle also will continue to provide consulting
services to the Company under a Consulting and Non-Competition Agreement. Arthur
L. Cahoon was elected interim President and Chief Executive Officer and as a
director of the Corporation. Holly J. McCorkle was also elected as a director of
the Company. The press release announcing these events is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
In addition, on May 25, 1999, the Registrant, Allan J. McCorkle
("McCorkle") who owns, or has the right to exercise voting control over,
approximately 43.8% of the Company's outstanding common stock and R. Lee Smith
("Smith") who owns approximately 5.2% of the Company's outstanding common stock
entered into a Shareholder Agreement (the "Shareholder Agreement"). In the
Shareholder Agreement, McCorkle and Smith agreed to vote all of the shares over
which they then have voting power 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.
In the Agreement, McCorkle and Smith also agreed to vote against the
adoption by the Company of anti-takeover measures such as a staggered board of
directors, a stock dividend or distribution plan intended to dilute the interest
of a purchaser of the Company's stock, contracts providing for golden parachute
payments to the Non-Family Directors, and limitations on shareholder rights to
act by written consent or to otherwise propose or take action (other than 30
days notice of any nominee for election as a director). The Company agreed not
to adopt any such anti-takeover measures without the consent of McCorkle and
Smith.
The Agreement generally continues until, but not including, the 2002
Annual Meeting of the Company. However, the Agreement will terminate earlier on
the happening of any of the following events: (i) the death of McCorkle, (ii)
default by the Company 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 Agreement
or (iv) failure of the Company's Board to nominate as directors the Family
Directors or Cahoon.
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Item 7. Financial Statements and Exhibits
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(a) Exhibits
99.1 Text of Press Release dated May 25, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOBILE AMERICA CORPORATION
(Registrant)
June 4, 1999 By /s/ Arthur L. Cahoon
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Arthur L. Cahoon
Interim President and CEO
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EXHIBIT LIST
99.1 Text of Press Release dated May 25, 1999
EXHIBIT 99.1
May 25, 1999
MOBILE AMERICA CORP. ANNOUNCES MANAGEMENT CHANGE
Jacksonville, FL - (Business Wire) - May 25, 1999 - Mobile America
Corp. (Nasdaq: MAME) announces the resignation and retirement of Allan J.
McCorkle as President and Chief Executive Officer of the Company. Mr. McCorkle,
who entered into a Consulting and Non-Competition Agreement with the Company,
will continue to be a member of the Board of Directors and will continue to act
as Chairman of the Board until the next annual meeting of the Company to be held
in late June or early July.
Arthur L. Cahoon has been elected to the Board of Directors of the
Company and has agreed to serve as interim President and Chief Executive Officer
pending the Company's locating and hiring a permanent President and Chief
Executive Officer. It is anticipated that Mr. Cahoon will succeed Mr. McCorkle
as Chairman of the Board on a permanent basis at the annual meeting. Mr. Cahoon
has a wide range of business experience and most recently served as the Chairman
and CEO of Hiway Technologies, Inc., a rapidly growing internet company, guiding
that company through its merger with Best Internet, Inc. and the recent sale of
the combined companies to Verio (Nasdaq: VRIO). Mr. Cahoon serves on the board
of directors of Verio and is a Certified Public Accountant.
The Company is also pleased to announce the election of Holly McCorkle
to the Board of Directors. Ms. McCorkle is a lawyer who practices law in
Jacksonville, Florida and is Allan McCorkle's daughter.
Mr. Cahoon announced that he intends to follow through with the
Company's initiatives to expand its internet, extranet, and intranet operations
to offer e-commerce solutions in customer service, agency uploading and other
direct internet operations, to strengthen management and to increase our top
line growth in the minimum coverage auto insurance market.
Forward-Looking Statements
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This informational release contains certain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are deemed by the Registrant to be
covered by and to qualify for safe harbor protection provided by the Private
Securities Litigation Reform Act of 1995. The Registrant disclaims any intent or
obligation to update publicly these forward-looking statements, whether as a
result of new information, future events or otherwise.
