1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 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)(1) 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:
[ ] 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:
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MOBILE AMERICA CORPORATION
Notice and Proxy Statement
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 28, 1998
To the Holders of Common Stock:
PLEASE TAKE NOTICE that the annual meeting of shareholders of MOBILE
AMERICA CORPORATION will be held on Thursday, the 28th of May, 1998, 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 eight directors pursuant to the bylaws of
the Company;
2. To approve amending the Mobile America Incentive Plan to
include an additional 200,000 shares of common stock and
granting of a one-time option of up to 75,000 shares for
recruitment purposes;
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 April 3, 1998, 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: May 1, 1998
3
MOBILE AMERICA CORPORATION
100 Fortune Parkway
Jacksonville, Florida 32256
May 1, 1998
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 28, 1998
This proxy statement and the enclosed form of proxy are first being
sent to shareholders of Mobile America Corporation on or about May 1, 1998, 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 Thursday, May 28, 1998, at 10:00 a.m. 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 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 3, 1998. As of April 3, 1998, the
Company had outstanding and entitled to vote 7,225,006 shares of common stock.
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The following table shows the name, address and beneficial ownership as
of March 2, 1998, 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:
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
- ------------------- ------------------------ --------
Allan J. McCorkle 3,093,381 43.16%
100 Fortune Parkway
Jacksonville, Florida
32256
All executive officers and 3,759,479 52.45%
directors as a group (a total
of 10 persons
- -----------------------------
(1) All of these shares are held with sole voting and investment power.
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 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.
Information concerning the nominees is set forth below:
Shares of Company
Year Common Stock
Offices Held in Company; First Owned Beneficially
Principal Occupations Became as of March 2, 1998
Name Age During the Past Five Years Director (and % of class) (2)
- ---- --- -------------------------- -------- --------------------
Jack H. 67 President and Chief Executive 1994 1,150
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.
5
Shares of Company
Year Common Stock
Offices Held in Company; First Owned Beneficially
Principal Occupations Became as of March 2, 1998
Name Age During the Past Five Years Director (and % of class) (2)
- ---- --- -------------------------- -------- --------------------
J. Michael 57 Senior Vice President of Guy 1994 2,300
Garrity Carpenter & Co., Inc., since (.0003%)
October 1997: Senior Vice
President of G.J. Sullivan Co.
from June 1994 until October
1997; Senior Vice President of
AON Reinsurance for more than
five years until June 1994.
Allan J. 66 Chairman of the Board of Directors 1968 3,093,381
McCorkle for more than the past five years; (43.16%)
President and Chief Executive
Officer since August 1985.
Thomas J. 55 Vice President and Director; 1980 588
McCorkle President of Fortune Life Insurance (.0001%)
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. 65 President of Sing Development 1994 1,725
Perry Company since 1990; Executive (.0002%)
Vice President, General Manager
and Director of Sing Oil Company
From 1964 through 1990.
Randal L. 50 President of Ring Power 1997 2,400
Ringhaver Corporation for more than the (.0003%)
past 5 years; Chairman of Forke
Brothers, Auctioneers and Forke
Credit; Vice President of Diesel
Construction Company; Director
of Ringhaver Equipment Company;
Executive Vice President and
Secretary of RPC, Inc.
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Shares of Company
Year Common Stock
Offices Held in Company; First Owned Beneficially
Principal Occupations Became as of March 2, 1998
Name Age During the Past Five Years Director (and % of class) (2)
- ---- --- -------------------------- -------- --------------------
R. Lee 55 Attorney; member of R. Lee 1979 347,749
Smith Smith, P.A. since February (4.85%)
1979; President of Fortune Life
Insurance Company for more than
five years from April 1986 until
July 1997.
Robert 64 Senior Vice President and 1976 310,117
Thomas, III Member of the Executive (4.33%)
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.
- ----------------------------
(1) Allan J. McCorkle and Thomas J. McCorkle are brothers.
(2) All of these shares are owned with sole voting and investment power.
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 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.
Date Assumed Business Experience
Name Age Office During Past Five Years
- ---- --- ------------ ----------------------
Allan J. 66 August, 1985 President and Chief Executive Officer since
McCorkle August 1985; Chairman of the Board of Directors
for more than the past five years.
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Date Assumed Business Experience
Name Age Office During Past Five Years
- ---- --- ------------ ----------------------
Thomas J. 55 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. 40 September, 1987 Secretary since September 1987; employed by the
Purcell Company since 1978.
Duane A. 41 August, 1995 Senior Vice President - Operations since August
Sanders 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.
Thomas L. 45 December, 1994 Senior Vice President and Chief Financial Officer
Stinson since February 1997; Vice President - Financial
Reporting from December 1994 to February 1997; 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.
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, J. Michael Garrity and Robert Thomas, which is authorized to
exercise all of the powers of the Board of Directors when the Board is not in
session. Three meetings of the executive committee were held in 1997.
The Board of Directors has an audit committee, consisting of Jack H.
Chambers, Randal
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L. Ringhaver and Robert Thomas, which met four times during 1997. 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 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 E. Perry and R. Lee Smith, which met three times during 1997.
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 1997, 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.
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.
Retirement at
Final ---------------------------------------------
Average Age Age Age
Salary 60 62 65 + over
- -----------------------------------------------------------------------------------------
$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
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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
served, when the annual salary and bonus exceeded $100,000 for fiscal 1997.
Summary Compensation Table
- --------------------------------------------------------------------------------
Long Term Compensation
---------------------------------
Annual Compensation Award Payouts
--------------------------------- ---------------------------------
Restricted
Stock Options LTIP All Other
Name and Position Year Salary Bonus Other Awards SAR's Payouts Compensation
- ---------------------------------------------------------------------------------------------------------------
Allan J. McCorkle 1997 $413,953 $176,312 None None 15,000(2) None $12,126(1)
Chairman, President and 1996 413,953 132,565 None None 17,250(3) None 12,126(1)
Chief Executive Officer 1995 402,666 96,763 None None 28,750(3) None 12,126(1)
Thomas J. McCorkle 1997 $120,000 $ 44,078 None None 5,000(2) None $12,126(1)
Vice President 1996 114,043 33,142 None None 5,750(3) None 11,884(1)
1995 108,612 24,191 None None 11,500(3) None 10,647(1)
Duane A. Sanders 1997 $124,439 $ 44,078 None None 5,000(2) None $12,126(1)
Senior Vice President 1996 117,413 11,441 None None 5,750(3) None 10,307(1)
1995 40,000 None None None 11,500(3) None 2,666(1)
Thomas L. Stinson 1997 $115,750 $ 22,369 None None 5,000(2) None $11,104(1)
Senior Vice President 1996 80,917 16,819 None None 2,875(3) None 7,631(1)
Chief Financial Officer 1995 75,000 1,042 None None 5,750(3) None 5,766(1)
- --------------------------------------------------------------------------------
(1) Company contribution to the individuals account in the Company's money
purchase pension plan.
(2) Options were granted subject to shareholder approval of an amendment to the
Incentive Plan adding an additional 200,000 shares for option grants
(3) Previously granted option amounts have been adjusted to reflect the 15%
stock dividend effected in July 1997
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, 1997 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.
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OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential Realizable
--------------------------------------------------------------------- Value at Assumed Annual
Percentage of Rates of Stock Price
Number Total Options Appreciation for Option
Of Granted to Term
Options Employees in Exercise Expiration -------------------------
Name Granted 1997 (1) Price Date 5% 10%
- ---------------------------------------------------------------------------------------------------------------------------------
Allan J. McCorkle 15,000 (2)(3) 8.57% $ 9.75 08/22/2007 $91,950 $233,100
Thomas J. McCorkle 5,000 (3)(4) 2.857% 11.875 11/21/2007 37,325 94,625
Duane A. Sanders 5,000 (3)(4) 2.857% 11.875 11/21/2007 37,325 94,625
Thomas L. Stinson 5,000 (3)(4) 2.857% 11.875 11/21/2007 37,325 94,625
- ---------------------------------------------------------------------------------------------------------------------------------
(1) A total of 175,000 options were granted to key employees in 1997 under
the Company's Incentive Plan.
(2) All options granted are fully vested.
(3) Options were granted subject to shareholder approval of an amendment to
the Incentive Plan adding an additional 200,000 shares for option
grants
(4) Options vest 20% annually beginning on the first anniversary date of
grant.
The following table sets forth information concerning the value of
unexercised options as of December 31, 1997 held by the executives named in the
Summary Compensation Table above. No options were exercised by such persons
during 1997.
OPTION YEAR-END VALUES TABLE
Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at December 31, 1997 December 31, 1997
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
Allan J. McCorkle 46 ,000 (1) 15,000 (2) $284,309 $75,000
Thomas J. McCorkle 17,250 (1) 5,000 (2) $107,008 $14,375
Duane A. Sanders 5,750 (1) 16,500 (2) $ 37,046 $86,734
Thomas L. Stinson 2,875 (1) 10,750 (2) $ 18,044 $49,835
- ------------------------------
(1) Option amounts have been adjusted to reflect the 15% stock dividend
effected in July 1997
(2) Options were granted subject to shareholder approval of an amendment to
the Incentive Plan adding an additional 200,000 shares for option
grants
Directors' Compensation
In 1997, 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
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been included in the cash compensation table above with respect to the
individuals named who are directors.
The Company also provides health and life insurance benefits to all
members of the Board of Directors and their spouses. The Company has agreed to
continue this coverage after a Director's retirement and after a change of
control that occurs while the Director is serving as a member of the Board.
No director or officer or any members of their immediate family had any
material interest, direct or indirect, in any business transaction of the
Company or its subsidiaries for the year ended December 31, 1997 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.
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.
The committee did not increase Mr. Allan McCorkle's base compensation
during 1997. Mr. McCorkle remains at a base salary of $413,953. The committee
approved an annual increase range of 0 - 6% for company employees.
MOBILE AMERICA CORPORATION
COMPENSATION COMMITTEE
Thomas E. Perry, Chairman
J. Michael Garrity
R. Lee Smith
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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 1992 through 1997.
NASDAQ
MOBILE AMERICA NASDAQ STOCK INSURANCE
DATE CORPORATION MARKET STOCKS
12/31/92 100 100 100
1/29/93 119.088 102.846 103.569
2/26/93 121.47 99.01 106.224
3/31/93 114.325 101.875 109.831
4/30/93 114.325 97.528 104.931
5/28/93 116.111 103.35 103.313
6/30/93 120.279 103.826 104.119
7/30/93 138.142 103.949 108.573
8/31/93 158.171 109.321 112.954
9/30/93 167.757 112.577 115.349
10/29/93 158.171 115.107 112.922
11/30/93 146.189 111.676 105.029
12/31/93 143.792 114.79 106.956
1/31/94 131.776 118.274 109.627
2/28/94 124.455 117.17 106.402
3/31/94 117.134 109.964 100.521
4/29/94 102.492 108.537 100.774
5/31/94 100.052 108.801 102.162
6/30/94 112.254 104.822 101.954
7/29/94 104.933 106.972 102.743
8/31/94 102.492 113.792 103.852
9/30/94 82.97 113.501 101.591
10/31/94 82.97 115.732 98.456
11/30/94 67.108 111.892 95.273
12/30/94 58.567 112.206 100.679
1/31/95 62.764 112.835 103.281
2/28/95 77.828 118.802 108.19
3/31/95 86.615 122.325 108.233
4/28/95 75.317 126.177 111.9
5/31/95 95.402 129.432 114.319
6/30/95 84.104 139.921 117.158
7/31/95 86.615 150.207 119.033
8/31/95 95.402 153.252 124.795
9/29/95 115.487 156.776 130.245
10/31/95 117.997 155.878 130.571
11/30/95 114.231 159.538 138.368
12/29/95 104.189 158.688 143.014
1/31/96 116.571 159.47 142.949
2/29/96 119.161 165.539 143.771
3/29/96 113.98 166.088 142.175
4/30/96 113.98 179.868 139.747
5/31/96 121.752 188.126 142.785
6/28/96 121.752 179.646 145.304
7/31/96 113.98 163.65 138.272
8/30/96 110.094 172.818 143.844
9/30/96 104.914 186.037 148.494
10/31/96 102.971 183.982 149.842
11/29/96 102.323 195.356 157.956
12/31/96 108.799 195.18 163.034
1/31/97 139.547 209.051 162.433
2/28/97 131.496 197.495 171.814
3/31/97 131.496 184.602 167.818
4/30/97 123.446 190.373 168.097
5/30/97 122.104 211.956 181.264
6/30/97 124.989 218.441 194.835
7/31/97 124.989 241.5 203.519
8/29/97 118.816 241.132 203.962
9/30/97 118.816 255.398 215.948
10/31/97 160.093 242.178 213.48
11/28/97 145.048 243.39 218.719
12/31/97 172.824 239.567 239.17
[GRAPH]
Assume $100 invested on December 31, 1992 in the
Company's common stock, Nasdaq Stock
Market and Nasdaq Insurance Stocks.
PROPOSAL 2:
Mobile America Corporation Incentive Plan
In August 1997, the Company's Board of Directors adopted, subject to
stockholder approval, amendments to the Mobile America Corporation Incentive
Plan (the "Plan") increasing the number of shares authorized for issuance under
the Plan by 200,000 to a total of 500,000 shares and granting of a one-time
option of up to 75,000 shares for recruitment purposes. 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 through the grant of awards
under the Plan. The Board of Directors believes that the granting of a one-time
option of up to 75,000 shares for recruitment purposes will enable the Plan to
better fulfill its purpose of attracting key employees who are in a position to
contribute materially to the Company's success.
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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
March 2, 1998, there were approximately 21 key employees of the Company
(including executive officers and inside directors) and six 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 provision 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 shares 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 March 2, 1998, there were outstanding non-qualified options to
acquire 200,188 shares of common stock and incentive options to acquire 73,175
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:
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Group (1) Non-qualified Options Incentive Options
--------- --------------------- -----------------
All current executive officers 79,688 43,025
All current non-employee directors 99,000 -0-
All other employees 21,500 30,150
- ---------------------------------
(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 $4.40 per share to
$11.875 per share.
The following table sets forth information relating to outstanding
options:
Number of Outstanding Option Shares
--------------------------------------------------------
Exercise Price Non-qualified options Incentive options
- -------------- --------------------- -----------------
$ 4.40 -0- 10,000
8.1565 4,600 6,900
8.365 84,238 3,450
8.91 65,435 8,740
9.63 10,000 -0-
9.75 40,000 -0-
11.875 5,000 35,000
Approximately 50% 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 March 2, 1998 the closing sale price of the common stock on the
Nasdaq National Market was $13.625 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
15
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 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 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.
16
The amendments increasing the number of shares covered by the Plan from
300,000 to 500,000 shares and granting a one-time option of up to 75,000 shares
for recruitment purposes will be adopted if a majority of the shares voted at
the annual meeting with respect to the Plan are voted for approval thereof.
Proxies will be so voted unless shareholders specify a contrary choice. For this
purpose, abstentions and broker "non-votes" will not be counted. 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 of the Board of Directors.
Annual Report
A copy of the Company's annual report for the fiscal year ended
December 31, 1997 accompanies this proxy statement. Any shareholder who does not
receive a copy may obtain one by writing the Chief Financial Officer at 10475
Fortune Parkway, Suite 110, 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.
17
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, 1999,
and desiring that such proposal be included in the Company's proxy material,
should submit a written copy of such proposal to the Company's principal offices
not later than December 24, 1998. 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: May 1, 1998
18
APPENDIX
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
MAY 28, 1998
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 April 3, 1998, at the annual
meeting of shareholders to be held on May 28, 1998, 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
below). listed below.
NOMINEES: Jack H. Chambers, J. Michael Garrity, Allan J. McCorkle,
Thomas J. McCorkle, Thomas E. Perry, Randal L. Ringhaver,
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 AMENDMENTS TO INCENTIVE PLAN
In August 1997, The Company's Board of Directors adopted, subject to
stockholder approval, amendments to the Mobile America Corporation
Incentive Plan (The "Plan") increasing the number of shares authorized
for issuance under the Plan by 200,000 to a total of 500,000 shares and a
one-time option award of up to 75,000 shares for recruitment purposes.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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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 ______________________, 1998
----------------------------------
Signature
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Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.