UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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*
PF
================================================================================
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 792,074
--------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
0
EACH --------------------------------------------------
9
REPORTING SOLE DISPOSITIVE POWER
PERSON 792,074
--------------------------------------------------
WITH 10
SHARED DISPOSITIVE POWER
0
================================================================================
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,074
================================================================================
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
================================================================================
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.99%
================================================================================
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.
2
<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 0
--------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY
2,872,110
EACH --------------------------------------------------
9
REPORTING SOLE DISPOSITIVE POWER
PERSON 0
--------------------------------------------------
WITH 10
SHARED DISPOSITIVE POWER
2,872,110
================================================================================
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,872,110
================================================================================
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |X|
================================================================================
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.07%
================================================================================
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.
3
<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 6.
(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 Suite 902
real estate developer 1200 Riverplace. Blvd.
Jacksonville, Florida
*Mr. McCorkle is the retired President and Chief Executive Officer of
the Issuer.
4
<PAGE>
(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). 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.
(e) Smith and McCorkle are United States citizens.
Item 3. Source and Amount of Funds or Other Considerations
--------------------------------------------------
This Amendment No. 1 is being filed to report certain
acquisitions of Common Stock by Smith in September - January,
2000. Mr. Smith used personal funds to make these
acquisitions.
Item 4. Purpose of Transaction
----------------------
The acquisitions of Common Stock which are the subject of this
Amendment No. 1 were acquired by Smith for investment
purposes. Smith may acquire additional Common Stock from time
to time in the open market based on factors such as the
Issuer's financial condition, results of operations and future
prospects, the market value of the Common Stock and general
economical market conditions. Depending on such factors, Smith
may determine to dispose of all or a portion of the Common
Stock held by him.
Smith has no present plans or proposals which relate to or
would result in:
(1) The acquisition by any person of additional securities
of the Company or the disposition of securities of the
Company, except as set forth above;
(2) An extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the
Company or any of its subsidiaries;
(3) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(4) Any change in the present board of directors or manage-
ment of the Company, including any plans or proposals to
change the number or term of directors or to fill any
existing vacancies on the board;
(5) Any material change in the present capitalization or
dividend policy of the Company;
5
<PAGE>
(6) Any other material change in the Company's business or
corporate structure;
(7) Any changes in the Company's charter, bylaws, or
instruments corresponding thereto or other actions which
may impede the acquisition of control of the company by
any person;
(8) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association;
(9) Causing a class of equity securities of the Company
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or
(10) Any action similar to any of those enumerated above.
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 February 29, 2000 without regard
to the Voting Agreement (as defined and described below)
is set forth below and is based upon the number of
shares of Common Stock outstanding on February 29, 2000:
<TABLE>
<CAPTION>
Sole Shared Percentage of
Voting and Voting and Aggregate Outstanding
Reporting Dispositive Dispositive Beneficial Shares of Common
Person Power Power Ownership Stock
--------- ----------- ----------- ---------- -----------------
<S> <C> <C> <C> <C>
Allan J. McCorkle 0 2,872,110(1) 2,872,110(1) 40.07%
R. Lee Smith 792,074(2) 0 792,074(2) 10.99%
</TABLE>
---------------
(1) Includes (i) 2,847,409 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 37,250 shares issuable under currently exercisable
options.
(c) The following table lists the transactions in the
Issuer's Common Stock effected by Smith since the date
of Smith's most recent filing on Schedule 13D, all of
which were made through brokers in open market
transactions:
6
<PAGE>
<TABLE>
<CAPTION>
Nature of Price Per No. of
Date Transaction Share Shares
---- ----------- --------- ------
<S> <C> <C> <C>
9/22/99 Purchase $2.125 20,000
9/23/99 Purchase $2.09375 20,000
10/22/99 Purchase $2.125 5,000
10/25/99 Purchase $2.125 3,000
10/27/99 Purchase $1.875 7,500
10/28/99 Purchase $1.96 5,000
11/05/99 Purchase $1.875 5,000
11/16/99 Purchase $1.9375 10,000
11/24/99 Purchase $2.00 20,000
11/26/99 Purchase $2.0625 21,625
12/03/99 Purchase $2.03125 11,700
12/27/99 Purchase $2.00 30,000
12/28/99 Purchase $2.00 40,000
12/29/99 Purchase $2.00 27,000
12/30/99 Purchase $2.00 45,000
1/11/00 Purchase $2.00 15,000
1/19/00 Purchase $2.00 10,000
1/25/00 Purchase $1.937 140,000
</TABLE>
The following table lists the transactions in the
Issuer's Common Stock effected by McCorkle since the
date of McCorkle's most recent filing on Schedule 13D,
all of which (except the gifts) were made through
brokers in open market transactions:
<TABLE>
<CAPTION>
Nature of Price Per No. of
Date Transaction Share Shares
---- ----------- --------- ------
<S> <C> <C> <C>
12/22/99 Sale $2.00 5,000
12/27/99 Sale $2.00 17,200
12/30/99 Sale $1.9375 24,000
1/19/00 Gift N/A 40,628
2/15/00 Gift N/A 16,928
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
7
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer
-----------------------------------
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 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1 Agreement to File Amendment No. 1 to 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.
8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Date: April 10, 2000 /s/ Allan J. McCorkle
------------------------------------
Allan J. McCorkle
Date: April 10, 2000 /s/ R. Lee Smith
------------------------------------
R. Lee Smith
9
<PAGE>
Schedule 13D
Mobile America Corporation
Exhibit Index
Exhibit
- -------
Exhibit 1 - Agreement to file Amendment No. 1 to 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.
10
<PAGE>
EXHIBIT 1
AGREEMENT
AGREEMENT dated as of April 10, 2000 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 Amendment No. 1 to 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
