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:
[ ] 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 [ ] 240.14a-11(c) or [ ] 240.14a-12
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):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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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):
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[ ] 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:
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4) Date Filed:
MOBILE AMERICA CORPORATION
Notice and Proxy Statement
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 9, 1999
To the Holders of Common Stock:
PLEASE TAKE NOTICE that the annual meeting of shareholders of MOBILE
AMERICA CORPORATION will be held on Monday, the 9th of August, 1999, at 10:00
a.m. local time, at the Jacksonville Marriott Hotel, 4670 Salisbury Road,
Jacksonville, Florida 32256.
The meeting will be held for the following purposes:
1. To elect a board of eight directors pursuant to the bylaws of the
Company;
2. To approve amending the Mobile America Incentive Plan to
include an additional 500,000 shares of common stock;
3. 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 June 30, 1999, 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 even if you plan
to attend the meeting. Prompt response is helpful and your cooperation will be
appreciated. If you are able to be present at the meeting, you may revoke your
proxy and vote in person.
By order of the Board of Directors,
Carlena E. Purcell
Secretary
Date: July 12, 1999
MOBILE AMERICA CORPORATION
100 Fortune Parkway
Jacksonville, Florida 32256
July 12, 1999
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 9, 1999
This proxy statement and the enclosed form of proxy are first being
sent to shareholders of Mobile America Corporation on or about July 12, 1999, in
connection with the solicitation by the Company's Board of Directors of proxies
to be used at the annual meeting of the shareholders of the Company. The meeting
will be held on Monday, August 9, 1999, at 10:00 a.m. local time, at the
Jacksonville Marriott Hotel, 4670 Salisbury Road, 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 a writing delivered to the Secretary,
by delivering a later dated proxy 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. For example, 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 Board of Directors has designated Allan J. McCorkle, Chairman, and
Carlena E. Purcell, Secretary of the Company, and each or any of them, as
proxies to vote shares of common stock solicited on its behalf.
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. Directors
will be elected by a plurality of votes cast by the shares entitled to vote in
the election of directors provided a quorum is present. Any other matter
properly coming before the meeting will be approved by a majority of the votes
cast on the matter. Broker non-votes and abstentions will have no effect on the
vote, but will be counted for purposes of determining if a quorum is present at
the meeting.
The record of shareholders entitled to vote at the annual meeting was
taken at the close of business on June 30, 1999. As of June 30, 1999, the
Company had outstanding and entitled to vote 7,227,160 shares of common stock.
The following table shows the name, address and beneficial ownership as
of June 1, 1999, of (i) each person known to the Company to be the beneficial
owner of more than five percent of its outstanding common stock, (ii) each
person who was a director or executive officer of the Company as of that date,
and (iii) all officers and directors of the Company as a group:
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Allan J. McCorkle(1) 3,051,866(2) 41.79%
R. Lee Smith(3) 374,999(4) 5.17%
Robert Thomas, III 216,645(5) 2.99%
Thomas J. McCorkle 29,838(6) *
J. Michael Garrity 23,800(7) *
Thomas E. Perry 26,225(8) *
Duane A. Sanders 10,200(9) *
Holly J. McCorkle 18,471(10) *
Arthur L. Cahoon 50,000(11) *
All executive officers and 3,802,044 50.77%
directors as a group
(a total of 9 persons)
- - - --------------------------
* Less than 1%.
(1) The address of Mr. Allan McCorkle is c/o Jones & McCorkle, 6712
Atlantic Boulevard, Jacksonville, Florida 32211.
(2) Includes 2,928,965 shares owned by McCorkle Investments Limited
Partnership, a Nevada limited partnership, controlled by Mr. McCorkle.
Includes 24,701 shares held by a charitable trust of which Mr. McCorkle
is one of four trustees, as to which Mr. McCorkle disclaims beneficial
ownership. Includes immediately exercisable options to purchase 28,750
shares, 17,250 shares, 15,000 shares and 15,000 shares, granted to Mr.
Allan McCorkle under the Company's Incentive Plan, at exercise prices
of $8.365, $8.91, $9.75 and $7.125 per share, respectively. Excludes
347,749 shares owned by R. Lee Smith which are subject to a Voting
Agreement between Mr. McCorkle and Mr. Smith. See "Voting Agreement."
(3) The address of Mr. Smith is 1200 Riverplace Boulevard, Suite 902,
Jacksonville, Florida 32207. (4) Includes immediately exercisable
options to purchase 11,500 shares, 5,750 shares, 5,000 shares and 5,000
shares, granted to Mr. Smith under the Company's Incentive Plan, at
exercise prices of $8.365, $8.91, $9.75 and $7.125 per share,
respectively. Excludes 2,980,965 shares owned beneficially by Allan J.
McCorkle which are subject to a Voting Agreement between Mr. Smith and
Mr. McCorkle. See "Voting Agreement."
(5) Includes immediately exercisable options to acquire 11,500 shares,
5,750 shares, 5,000 shares and 5,000 shares granted to Mr. Thomas under
the Company's Incentive Plan at exercise prices of $8,365, $8.91, $9.75
and $7.125, respectively. Includes the following shares as to which Mr.
Thomas disclaims beneficial ownership:
o 15,075 shares owned by his wife
o 41,210 shares owned by a community foundation of which Mr.
Thomas may be deemed to share voting and investment control
as a result of his position as a member of the Board of
Directors and Investment Committee of the foundation
o 96,620 shares owned by a family limited partnership of
which Mr. Thomas may be deemed to share investment power as
a result of his role as a financial advisor to the limited
partnership
Excludes 243,265 shares which Mr. Thomas expects to reacquire as a
result of the rescission of a sale of such shares by Mr. Thomas that
occurred in May, 1998.
(6) Includes immediately exercisable options to purchase 11,500 shares,
5,750 shares, 5,000 shares and 5,000 shares, granted to Mr. Thomas
McCorkle under the Company's Incentive Plan, at exercise prices of
$8.365, $8.91, $11.875 and $7.125, respectively.
(7) Includes immediately exercisable options to purchase 5,750 shares,
5,750 shares, 5,000 shares and 5,000 shares, granted to Mr. Garrity
under the Company's Incentive Plan, at exercise prices of $8.365,
$8.91, $9.75 and $7.125 per share, respectively.
(8) Includes immediately exercisable options to purchase 5,750 shares,
5,750 shares, 5,000 shares and 5,000 shares, granted to Mr. Perry under
the Company's Incentive Plan, at exercise prices of $8.365, $8.91,
$9.75 and $7.125 per share, respectively.
(9) All amounts shown are immediately exercisable options to purchase 6,900
shares, 2,300 shares and 1,000 shares, granted to Mr. Sanders under the
Company's Incentive Plan, at exercise prices of $8.1565, $8.91 and
$9.75, respectively.
(10) Includes 2,040 shares owned by Ms. McCorkle's husband as to which Ms.
McCorkle disclaims beneficial ownership.
(11) Includes an immediately exercisable option to purchase 50,000 shares at
$3.125 per share.
PROPOSAL 1:
NOMINATION AND ELECTION OF DIRECTORS
At the meeting, a Board of eight Directors will be elected pursuant to
the bylaws of the Company to serve until the next annual meeting of shareholders
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 as
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.
Information concerning the nominees is set forth below:
Offices Held in Company; Principal Year First
Name Age Occupations During the Past Five Years Became Director
---- --- -------------------------------------- ---------------
Arthur L. Cahoon 43 Interim President and CEO and Director since May 1999
24, 1999; Member of the Board of Directors Of
Verio, Inc. since January 1999; Chairman of the
Board and CEO of Hiway Technologies, Inc., an
Internet company, from May 1998 to January 1999;
since March 1993, general partner of Rock Creek
Partners, Ltd., an investment company, and
Executive Vice President of James Dahl & Co., an
investment banking company; since January 1995,
Executive Vice President of Timberland Investment
Services, LLP, an investment management company,
which he co-founded; in addition, from June 1995
to June 1996, President of QuinStone Industries,
Inc., a manufacturing company.
J. Michael Garrity 58 Consultant to Guy Carpenter & Co. since October 1994
1997; Senior Vice President of G.J. Sullivan Co.
from June 1994 to October 1997; Senior Vice
President of AON Reinsurance for more than five
years until June 1994.
Holly J. McCorkle 33 Director since May 24, 1999; practicing attorney 1999
since 1991.
Allan J. McCorkle 67 Chairman of the Board of Directors; President and 1968
Chief Executive Officer from August 1985 until May
24, 1999.
Thomas J. McCorkle 56 Vice President of the Company since July 1980; 1980
President of Fortune Life 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. Perry 66 Director; private investor; President of Sing 1994
Development Company From 1990 to 1998.
R. Lee Smith 56 Director; private investor and real estate 1979
developer; practicing attorney from 1979 to 1997;
President of Fortune Life Insurance
Company from 1968 to 1997.
Robert Thomas, III 65 Director; private investor; Senior Vice President 1976
of Brown & Brown, Inc. (an insurance agency) since
1980; previously also a member of the Executive
Committee of Brown & Brown, Inc. from 1980 until
December 1998.
Allan J. McCorkle and Thomas J. McCorkle are brothers. Allan J.
McCorkle is the father of Holly J. McCorkle. Each director is elected to serve
until the next annual meeting of shareholders and until the election and
qualification of a successor or his or her earlier death, resignation or
removal.
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
Board of Directors recommends that shareholders vote "FOR" the election of each
of the above nominees.
Executive Officers
The following table presents information concerning all executive
officers of the Company.
Business Experience
Name Age During Past Five Years
---- --- ----------------------
Arthur L. Cahoon 43 See Nomination and Election of Directors.
Thomas J. McCorkle 56 See Nomination and Election of Directors.
Duane A. Sanders 42 Vice President - Operations since August
1995; 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.
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.
Voting Agreement
On May 24, 1999, the Company, Allan J. McCorkle ("A. McCorkle") and R.
Lee Smith ("Smith") entered into a Shareholder Agreement (the "Voting
Agreement"). In the Voting Agreement, A. 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, A. McCorkle and Smith agreed to vote for a director nominated
by A. McCorkle, and in the event of a vacancy on the Board with respect to a
Non-Family Director, A. 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, A. McCorkle and Smith
agreed to vote in favor of an additional nominee selected by A. 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 A. McCorkle, (ii) default by the Company under its Consulting Agreement
or Director Indemnification Agreement with A. 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.
On May 24, 1999 the number of directors was increased by two and Holly
J. McCorkle and Arthur L. Cahoon were elected to serve as directors until the
Company's next annual meeting of shareholders and until their successors are
duly elected and qualified.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the SEC
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors, and greater
than ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based upon a review of its files in preparing its Form 10-K/A for the
year ended December 31, 1998, the Company discovered that its executive officers
and directors inadvertently failed to file information concerning the grant of
stock options under the Company's Incentive Plan. Grants have been disclosed in
definitive proxy statements filed by the Company. The Company is assisting its
executive officers and directors with reporting such options on late Form 5
filings. As of the date of mailing this Proxy Statement, all of these reports
were filed except the report of Jack Chambers, a former director of the Company,
Thomas J. McCorkle and Allan J. McCorkle. The late Form 5 filing of Thomas E.
Perry included one transaction in which he acquired 3,000 shares of the
Company's stock in December 1998 for which Mr. Perry inadvertently failed to
file a Form 4. Effective December 31, 1996 Allan J. McCorkle transferred all of
his stock in Mobile America to a limited partnership controlled by Mr. McCorkle.
Mr. McCorkle inadvertently failed to file a Form 5 reflecting this change in
form of ownership and inadvertently failed to file a Form 3 initial statement of
ownership for the partnership. Mr. McCorkle has continued to report the shares
owned by the partnership as directly owned by him and has reported changes in
ownership by the partnership as changes in his direct ownership. The partnership
is in the process of preparing a late Form 3 filing and a late joint Form 5
filing with Mr. McCorkle for pre-1999 transactions by the partnership which Mr.
McCorkle reported as changes in his direct ownership. Other than the foregoing,
to the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the Company's 1998 fiscal year all applicable
Section 16(a) filing requirements were complied with by the officers, directors,
and greater than ten percent beneficial owners.
Certain Relationships and Related Transactions
No director or executive officer of the Company, nor any security
holder who is known to the Company to own of record or beneficially more than
five percent of any class of the Company's voting securities, nor any member of
the immediate family of any of the foregoing persons had any material interest,
direct or indirect, in any transaction of the Company or its subsidiaries for
the year ended December 31, 1998 or in any proposed transactions. The Company
engages in routine business transactions with certain directors of the Company
involving less than $60,000 each, and the terms of these transactions are as
favorable to the Company as could be obtained from unrelated parties.
On May 24, 1999, the Company entered into a Consulting and
Noncompetition Agreement (the "Consulting Agreement") with Allan J. McCorkle,
Chairman of the Board of Directors of the Company in connection with his
retirement on that date as the Company's President and CEO. Pursuant to the
Consulting Agreement, A. McCorkle agreed to provide consulting services to the
Company as requested by the Company and not to compete with the business of the
Company nor solicit its agents, employees and customers for a period of seven
years or until his earlier death (the "Consulting Term"). During the Consulting
Term, the Company agreed to pay A. McCorkle a consulting fee of $250,000 per
year. If the Consulting Term ends for reasons other than A. McCorkle's death,
the Company will pay A. McCorkle $250,000 per year for an additional seven year
period or until his earlier death (the "Restrictive Term") as compensation for
his compliance with certain restrictive covenants during this period. After the
Restrictive Term, the Company agreed to pay Rosemary McCorkle, A. McCorkle's
wife, if she is then alive a benefit of $125,000 per year until her death.
During the Consulting Term, the Company also agreed to pay A. McCorkle a monthly
allowance of $1,500 for secretarial and office space, or alternatively, provide
A. McCorkle with part-time secretarial assistance and office space. As a
director, A. McCorkle will participate in the life insurance and medical
insurance programs provided to the Company's directors, but will not be eligible
to receive directors fees, meeting fees or other compensation paid or awarded to
directors.
The Company from time to time employs the law firm of Jones & McCorkle,
P.A., of which Holly J. McCorkle and her husband are members, to provide legal
services to the Company. During the fiscal year ended December 31, 1998, the
Company paid Jones & McCorkle $31,744.46 for such services.
Board of Directors and Committees
The Board of Directors has an Executive Committee which is authorized
to exercise all of the powers of the Board of Directors when the Board is not in
session. The Executive Committee currently consists of Allan J. McCorkle, Thomas
J. McCorkle and Robert Thomas, III. Mr. Thomas McCorkle replaced J. Michael
Garrity on this committee effective November 20, 1998. Three meetings of the
Executive Committee were held in 1998.
The Board of Directors has an Audit Committee which met five times
during 1998. The Audit Committee currently consists of J. Michael Garrity and
Thomas E. Perry. Mr. Garrity replaced Randal Ringhaver, and Mr. Perry replaced
Robert Thomas, III on this committee effective November 20, 1998. Jack H.
Chambers also served on the Audit Committee during 1998 until his retirement
from the Board in February, 1999. The Audit Committee reviews the scope and
results of the audit examination for the Company's previous fiscal year,
consults with the Company's independent auditors and its internal financial
staff with respect to internal accounting systems and controls, and consults
with the Company's independent auditors with regard to the audit plan. In
addition, this 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 which met three times during
1998. The Compensation Committee currently consists of R. Lee Smith and Robert
Thomas, III. Mr. Thomas replaced Thomas E. Perry on this committee effective
November 20, 1998. Randal Ringhaver served as Chairman of the Compensation
Committee from November 20, 1998 until his resignation from the Board in March,
1999. 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 1998, the Board of Directors held seven meetings. Each director
attended 75% or more of the aggregate of the meetings of the board and the
committees on which he served.
In May 1999, a new Senior Officer Selection Committee was appointed for
the purpose of interviewing prospective senior officers of the Company and its
subsidiaries and making hiring recommendations to the Board. The members of this
Committee are Allan J. McCorkle, R. Lee Smith and Arthur L. Cahoon.
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 other executive officers
of the Company in all capacities in which they served.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Securities
Other Underlying All
Annual Options / Other
Name and Position Year Salary(1) Bonus Compensation(2) SAR's Compensation(3)
- - - -----------------------------------------------------------------------------------------------------------------------------
Allan J. McCorkle(4) 1998 $427,751 $169,260 - 15,000 $13,430
Chairman, President and 1997 413,953 176,312 - 15,000 13,363
Chief Executive Officer 1996 413,953 132,565 - 17,250(5) 13,589
Thomas J. McCorkle 1998 $127,000 $ 42,315 - 5,000 13,761
Vice President 1997 120,000 44,078 - 5,000 13,686
1996 114,043 33,142 - 5,750(5) 13,347
Duane A. Sanders 1998 $131,475 $ 42,315 - 5,000 13,761
Vice President 1997 124,439 44,078 - 5,000 13,686
1996 117,413 11,441 - 5,750(5) 11,770
Thomas L. Stinson(6) 1998 $126,300 $ 39,745 - 5,000 13,761
Vice President and 1997 115,750 22,369 - 5,000 12,664
Chief Financial Officer 1996 80,917 16,819 - 2,875(5) 9,094
- - - ------------------------
(1) Includes amounts deferred under the Company's money purchase pension plan.
(2) Each executive officer receives miscellaneous perquisites, the amount of
which does not exceed the applicable thresholds for specific disclosure.
(3) The amounts shown in this column for 1998 include the following:
Company Contributions
to Money Purchase Term Life
Pension Plan Insurance Premiums
--------------------- ------------------
Allan J. McCorkle $12,126 $ 1,304
Thomas J. McCorkle 12,126 1,635
Duane E. Sanders 12,126 1,635
Thomas L. Stinson 12,126 1,635
(4) Allan J. McCorkle retired as President and Chief Executive Officer
effective May 24, 1999.
(5) Previously granted option shares have been adjusted to reflect the 15%
stock dividend effected in July 1997.
(6) Thomas L. Stinson terminated employment with the Company effective
March 31, 1999.
The Company has Agreements regarding Severance and Change in Control
(the "Severance Plans") with each of the executive officers other than Allan J.
McCorkle. The Severance Plans provide that if the executive is terminated other
than for cause (as defined in the Severance Plans) within 18 months after a
change in control of the Company, or if the executive terminates his or her
employment for good reason (as defined in the Severance Plans) within such 18
month period, the executive is entitled to receive a lump sum payment equal to
18 months of his base salary and to continue to receive life and health
insurance benefits for an 18 month period after such termination. In addition,
the Severance Plans provide for the acceleration of all stock options held by
the executive. There are no other employment contracts outstanding on any of the
executive officers of the Company.
Options
The following table sets forth information concerning options granted
during the year ended December 31, 1998 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
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term
---------------------------------------------------------- -----------------------------
Percentage of
Number Total Options
Of Granted to
Options Employees in Exercise Expiration
Name Granted 1998(1) Price Date 5% 10%
- - - ---------------------------------------------------------------------------------------------------------------------
Allan J. McCorkle 15,000(2) 28.030% $ 7.125 08/27/2008 $ 67,213 70,331
Thomas J. McCorkle 5,000(2) 9.345% 7.125 08/27/2008 22,404 56,777
Duane A. Sanders 5,000(3) 9.345% 5.5625 11/20/2008 17,491 44,326
Thomas L. Stinson 5,000(3) 9.345% 5.5625 11/20/2008 17,491 44,326
- - - ------------------------
(1) A total of 53,500 options were granted to key employees in 1998 under the
Company's Incentive Plan.
(2) All options granted are fully vested.
(3) Options vest 20% annually beginning on the first anniversary of the date
of grant.
The following table sets forth information concerning the value of
unexercised options as of December 31, 1998 held by the executives named in the
Summary Compensation Table above. No options were exercised by such persons
during 1998.
OPTION YEAR-END VALUES TABLE
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at December 31, 1998 December 31, 1998
Name Exercisable/Unexercisable(1) Exercisable/Unexercisable(2)
---- ------------------------- -------------------------
Allan J. McCorkle 76,000 / -0- -
Thomas J. McCorkle 27,250 / -0- -
Duane A. Sanders 10,200 / 17,050(3) -
Thomas L. Stinson 4,600 / 17,050(3) -
- - - ------------------------
(1) Option amounts have been adjusted to reflect the 15% stock dividend
effected in July 1997.
(2) None of the unexercised options held by executive officers were "in-the-
money" as of the end of the fiscal year.
(3) Options vest 20% annually beginning on the first anniversary of the date
of grant.
Directors' Compensation
In 1998, 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 who are directors. Each outside director also
participates in the Company's group health insurance and medical reimbursement
plans for its executive officers at no cost to the director. In 1998, the
Company reimbursed Mr. Perry and Mr. Thomas $15,593 and $1,235, respectively,
under the Company's medical reimbursement plan for medical expenses not covered
by group health insurance. The Company also provided each outside director with
$265,000 of term life insurance coverage under the Company's group life
insurance plans for its executive officers.
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 that encourages management
performance in the achievement of the Company's long-term objectives and goals.
In consideration of the fact that Mr. McCorkle's salary had not been
adjusted in two years, the committee approved an 8% increase in Mr. McCorkle's
base compensation bringing his annual base salary to $447,069. The committee
approved an annual increase range of 0 - 6% for company employees.
MOBILE AMERICA CORPORATION
COMPENSATION COMMITTEE
R. Lee Smith, Acting Chairman
Robert Thomas
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 1993 through 1998.
[OBJECT OMITTED]
Date Company Index Market Index Peer Index
---- ------------- ------------ ----------
12/31/1993 100.000 100.000 100.000
01/31/1994 91.643 103.035 102.497
02/28/1994 86.552 102.073 99.482
03/31/1994 81.461 95.797 93.983
04/29/1994 71.278 94.553 94.219
05/31/1994 69.581 94.785 95.517
06/30/1994 78.067 91.318 95.323
07/29/1994 72.975 93.193 96.061
08/31/1994 71.278 99.135 97.098
09/30/1994 57.701 98.881 94.983
10/31/1994 57.701 100.824 92.052
11/30/1994 46.670 97.479 89.077
12/30/1994 40.730 97.752 94.131
01/31/1995 43.649 98.310 96.561
02/28/1995 54.125 103.509 101.151
03/31/1995 60.236 106.578 101.190
04/28/1995 52.379 109.936 104.619
05/31/1995 66.347 112.772 106.881
06/30/1995 58.490 121.911 109.535
07/31/1995 60.236 130.873 111.288
08/31/1995 66.347 133.526 116.676
09/29/1995 80.315 136.596 121.771
10/31/1995 82.061 135.807 122.078
11/30/1995 79.442 138.996 129.367
12/29/1995 72.458 138.256 133.711
01/31/1996 81.069 138.936 133.637
02/29/1996 82.870 144.224 134.406
03/29/1996 79.267 144.699 132.914
04/30/1996 79.267 156.700 130.641
05/31/1996 84.672 163.896 133.481
06/28/1996 84.672 156.508 135.836
07/31/1996 79.267 142.551 129.268
08/30/1996 76.565 150.538 134.477
09/30/1996 72.962 162.052 138.824
10/31/1996 71.611 160.261 140.085
11/29/1996 71.160 170.169 147.671
12/31/1996 75.664 170.015 152.419
01/31/1997 97.048 182.098 151.857
02/28/1997 91.449 172.025 160.628
03/31/1997 91.449 160.793 156.891
04/30/1997 85.850 165.819 157.152
05/30/1997 84.917 184.611 169.462
06/30/1997 86.923 190.265 182.149
07/31/1997 86.923 210.336 190.268
08/29/1997 82.631 210.011 190.682
09/30/1997 82.631 222.402 201.887
10/31/1997 111.337 210.853 199.599
11/28/1997 100.874 211.924 204.484
12/31/1997 120.190 208.299 223.582
01/30/1998 122.156 214.912 217.593
02/27/1998 119.405 235.137 228.468
03/31/1998 104.548 243.772 228.949
04/30/1998 94.643 247.861 228.308
05/29/1998 90.241 234.131 223.170
06/30/1998 85.839 250.543 213.052
07/31/1998 79.236 247.627 202.041
08/31/1998 61.628 199.061 184.427
09/30/1998 62.729 226.846 181.776
10/30/1998 53.925 236.548 193.240
11/30/1998 44.020 260.073 197.609
12/31/1998 34.666 293.520 198.781
Assumes $100 invested on December 31, 1993 in the
Company's common stock, Nasdaq Stock
Market and Nasdaq Insurance Stocks.
PROPOSAL 2:
AMENDMENT TO MOBILE AMERICA CORPORATION INCENTIVE PLAN
In June 1999, the Company's Board of Directors adopted, subject to
stockholder approval, an amendment to the Mobile America Corporation Incentive
Plan (the "Plan") increasing the number of shares authorized for issuance under
the Plan by 500,000 to a total of 1,045,000 shares. The Board of Directors
believes that the increase in authorized shares is desirable because of the need
to continue to attract and retain key employees who are in a position to
contribute materially to the Company's success through the grant of awards under
the Plan.
Summary of Plan
Purpose; Eligibility. The purpose of the Plan is to assist the Company
in attracting and retaining key employees and directors who will contribute to
the Company's success, and motivating such persons in a manner that will align
their interests with those of the Company's stockholders. Key employees and
directors of the Company are eligible to receive awards under the Plan. As of
June 1, 1999, there were approximately 18 key employees of the Company
(including executive officers and employee directors) and five non-employee
directors considered eligible to receive awards under the Plan.
Administration. The Plan is administered as to key employees by a
committee of at least two non-employee directors who must qualify as
"disinterested" persons under Rule 16b-3 under the Securities Exchange Act of
1934 and as "outside directors" under 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and is administered as to non-employee directors
by a committee of at least two directors who also are Company employees. Subject
to the provisions of the Plan, the committees determine, as to the respective
segments of the plan they administer, who qualifies for awards, the type, timing
and expiration dates of awards, vesting schedules and other terms and conditions
of awards. All awards are non-transferable.
Stock Options. Options awarded under the Plan may be either incentive
stock options within the meaning of Section 422 of the Internal Revenue Code of
1986 (the "Code"), which permits the deferral of taxable income related to the
exercise of such options, or non-qualified options not entitled to such
deferral. The committees determine the exercise price of options, which cannot
be less than 100% of the fair market value of the common stock on the date of
grant, expiration dates and other terms and conditions of options, including
whether the option exercise price may be paid in share of common stock of the
Company. Under the Code, only employees may receive incentive options, which
cannot have a term of more than 10 years. In the case of an incentive option
granted to an individual who owns (or is deemed to own) at least 10% of the
total combined voting power of the Company, the exercise price must be at least
110% of the fair market value of the common stock on the date of grant and the
option term cannot exceed five years. Incentive options may be granted only
within 10 years from the date of adoption of the Plan. The aggregate fair market
value (determined at the time the option is granted) of shares with respect to
which incentive options may be granted to any one individual under the Plan, or
any other plan of the Company or any parent or subsidiary, which stock options
are exercisable for the first time during any calendar year, may not exceed
$100,000. No participant may receive options or stock appreciation rights under
the Plan for an aggregate of more than 25,000 shares during any single year.
As of June 1, 1999, there were outstanding options to acquire 335,988
shares of common stock. See the "Options" tables under "Executive Compensation"
above for information on options granted to the Company's executive officers
named in the Summary Compensation Table. The following table sets forth
information concerning options held by the groups listed therein:
Group(1) Options
----- -------
All current executive officers 104,500
All current non-employee directors 173,500
All employees 57,988
- - - ---------------------------------
(1) No recipients of awards are associates of either directors or executive
officers of the Company. No persons other than (i) those shown on the
"Options" tables under "Executive Compensation" and (ii) the Company's
outside directors, hold 5% or more of the total options outstanding
under the Plan.
The number of options awarded to each participant was based on the
recipient's potential ability to contribute to the Company's success, including
position within the Company, and, in a number of instances, previous length of
service with the Company.
All outstanding options have exercise prices equal to the fair market
value of the common stock on the date of grant, ranging from $3.125 per share to
$11.875 per share.
The following table sets forth information relating to outstanding
options:
Outstanding
Exercise Price Numbers of Shares
-------------- -----------------
$3.125 50,000
5.5625 27,750
7.125 40,000
8.1565 11,500
8.365 76,188
8.91 65,550
9.63 5,000
9.75 35,000
11.875 25,000
Approximately 75% of all outstanding options awarded under the Plan
were fully vested and exercisable on the grant dates. The remaining outstanding
options vest 20% annually beginning on the first anniversary date of grant.
Outstanding options expire if not exercised prior to the tenth anniversary date
of grant. The option exercise price may be paid in whole or in part in shares of
common stock, valued at their closing sale price on the date of exercise.
As of June 1, 1999 the closing sale price of the common stock on the
Nasdaq National Market was $3.938 per share.
Other Types of Awards. The Plan also permits the award of other
stock-based awards, including stock appreciation rights ("SARs") and restricted
stock awards. An SAR entitles the recipient to receive the difference between
the fair market value of the common stock on the date of exercise and the SAR
price, in cash or in shares of common stock, or a combination of both, as
determined in the discretion of the committee awarding the SAR. Restricted stock
awards entitle the recipient to receive shares of common stock, subject to
forfeiture restrictions that lapse over time or upon the occurrence of events
specified by the committee making the award, with the shares required to be
forfeited if the recipient ceases to be an employee or a director of the
Company, as the case may be, before the restrictions lapse.
Federal Income Tax Consequences of Options. An optionee does not
recognize income for federal income tax purposes upon the grant of a
non-qualified option but generally must recognize ordinary income upon exercise,
to the extent of the excess of the fair market value of the underlying shares of
common stock on the date of exercise over the exercise price. The amount of
compensation includable in gross income by an optionee ordinarily is deductible
by the Company during the Company's taxable year in which the income is
includable by the optionee provided among other things that the applicable
information reporting requirements are satisfied. Upon the sale of shares
acquired pursuant to the exercise of non-qualified options, the optionee
recognizes capital gain or loss to the extent the amount realized exceeds the
fair market value of the shares on the date of exercise. If an optionee pays the
exercise price of a non-qualified option solely with cash, the tax basis of the
shares received will equal the sum of the cash plus the amount of compensation
income includable by the optionee as a result of the exercise.
The holder of an incentive option generally recognizes no income for
federal income tax purposes at the time of the grant or exercise of the option
(but the spread between the exercise price and the fair market value of the
underlying shares on the date of exercise generally will constitute a tax
preference item for purposes of the alternative minimum tax). The optionee
generally will be entitled to long term capital gain treatment upon the sale of
shares acquired pursuant to the exercise of an incentive stock option, if the
shares have been held for more than two years from the date of grant of the
option and for more than one year after exercise. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), the gain realized on disposition will be
compensation income to the optionee to the extent the fair market value of the
underlying stock on the date of exercise (or, if less, the amount realized on
disposition of the underlying stock) exceeds the applicable exercise price. The
Company will not be entitled to an income tax deduction in connection with the
exercise of an incentive stock option but will be entitled to a deduction equal
to the amount of any ordinary income recognized by an optionee upon a
disqualifying disposition. If an optionee pays the exercise price of an
incentive option solely with cash, the optionee's tax basis in the stock
received is equal to the amount of cash paid.
If the employee pays the exercise price with shares of Common Stock,
the employee should not recognize capital gain or loss on the shares delivered
in payment of the exercise price, and the employee's basis in the number of
shares purchased upon exercise equal to the number of shares exchanged will be
equal to the employee's original basis in the shares exchanged. The employee's
basis in any shares purchased upon exercise in excess of that amount will be the
fair market value of the Common Stock on the date of exercise.
The Board of Directors recommends that shareholders vote in favor of
the amendment.
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 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 to the Board of Directors.
Annual Report
A copy of the Company's annual report for the fiscal year ended
December 31, 1998 accompanies this proxy statement. Any shareholder who does not
receive a copy may obtain one by writing the Corporate Secretary at 10475-110
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, 2000,
and desiring that such proposal be included in the Company's proxy material
pursuant to Rule 14a-8 of the Securities and Exchange Commission, should submit
a written copy of such proposal to the Company's principal offices not later
than December 23, 1999. 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. Notice to the Company of a shareholder proposal submitted otherwise
than pursuant to Rule 14a-8 will be considered untimely if received by the
Company after March 7, 2000 and the persons named in proxies solicited by the
Company's Board of Directors for its Annual Meeting of Shareholders to be held
in 2000 may exercise discretionary voting power with respect to any such
proposal as to which the Company does not receive timely notice.
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: July 12, 1999
MOBILE AMERICA CORPORATION
100 FORTUNE PARKWAY
JACKSONVILLE, FLORIDA 32256
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
AUGUST 9, 1999
The undersigned hereby appoints Allan J. McCorkle and Carlena E.
Purcell, and each or either of them, as Proxies, each with full power to appoint
a substitute, and hereby authorizes them or either of them to represent and to
vote, as designated below, all the shares of common stock of Mobile America
Corporation held on record by the undersigned on June 30, 1999, at the annual
meeting of shareholders to be held on August 9, 1999, or any adjournment
thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed (Except [ ] WITHHOLD AUTHORITY to
as marked to the contrary below). vote for all nominees
listed below.
Nominees: Arthur L. Cahoon, J. Michael Garrity, Allan J. McCorkle,
Holly J. McCorkle, Thomas J. McCorkle, Thomas E. Perry,
R. Lee Smith, Robert Thomas, III.
To withhold authority to vote for any individual nominee, write that
nominee's name on the space provided below:
_____________________________________________________________________
2. APPROVAL OF AMENDMENT TO INCENTIVE PLAN
In June 1999, the Company's Board of Directors adopted, subject to
stockholder approval, an amendment to the Mobile America Corporation
Incentive Plan (The "Plan") increasing the number of shares authorized
for issuance under the Plan by 500,000 to a total of 1,045,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
If any other matter requiring a vote of the shareholders arises, the
Proxies are authorized to vote upon the matter in accordance with their
best judgement in the interest of the Corporation.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED
FOR EACH OF THE PROPOSALS.
Please sign exactly as names appear hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated ________________________, 1999
------------------------------------
Signature
------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.