-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgbrvYQUQUabEc59ITGK8FoU+YhA+e/XuQZFucPTOdi/j8fKw9aLPnuCAmA2EKY8 5VlETV8FbP0blEn8a7aInQ== 0000950144-96-001767.txt : 19960429 0000950144-96-001767.hdr.sgml : 19960429 ACCESSION NUMBER: 0000950144-96-001767 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960524 FILED AS OF DATE: 19960426 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOBILE AMERICA CORP CENTRAL INDEX KEY: 0000067199 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 591218935 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06764 FILM NUMBER: 96551035 BUSINESS ADDRESS: STREET 1: P O BOX 10729 CITY: JACKSONVILLE STATE: FL ZIP: 32247-0729 BUSINESS PHONE: 9043636339 MAIL ADDRESS: STREET 1: P O BOX 10729 CITY: JACKSONVILLE STATE: FL ZIP: 32247-0729 DEF 14A 1 NOTICE & PROXY STATEMENT 1 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): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: /X/ 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: 2 MOBILE AMERICA CORPORATION Notice and Proxy Statement -------------------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 24, 1996 To the Holders of Common Stock: PLEASE TAKE NOTICE that the annual meeting of shareholders of MOBILE AMERICA CORPORATION will be held on Friday, the 24th of May, 1996, 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 seven directors pursuant to the bylaws of the Company; 2. 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 8, 1996, 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: April 26, 1996 3 MOBILE AMERICA CORPORATION 100 Fortune Parkway Jacksonville, Florida 32256 April 26, 1996 PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 24, 1996 This proxy statement and the enclosed form of proxy are first being sent to shareholders of Mobile America Corporation on or about April 26, 1996, 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 Friday, May 24, 1996, at 10:00 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 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 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 8, 1996. As of April 8, 1996, the Company had outstanding and entitled to vote 6,209,532 shares of common stock. 4 The following table shows the name, address and beneficial ownership as of March 1, 1996, 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 3,054,580 48.79% 100 Fortune Parkway Jacksonville, Florida 32256 R. Lee Smith 378,260 6.04% 1888 River Road Jacksonville, Florida 32207 Robert Thomas, III 321,841 5.14% P.O. Box 638 Thomasville, Georgia 31799 All executive officers and 3,779,047 60.37% directors as a group (a total of 10 persons)
- -------------------------------------- (1) All of these shares are held with sole voting and investment power. Nomination and Election of Directors At the meeting, a Board of seven 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. 5 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 1, 1996 Name Age During the Past Five Years Director (and % of class) (2) - ---- --- -------------------------- -------- -------------------- Jack H. 65 President and Chief Executive 1994 1,000 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. J. Michael 55 Senior Vice President of G.J. 1994 2,000 Garrity Sullivan Co. since June 1994; (.0003%) Senior Vice President of AON Reinsurance for more than the past five years until June 1994. Allan J. 64 Chairman of the Board of Directors 1968 3,054,580 McCorkle for more than the past five years; (48.79%) President and Chief Executive Officer since August 1985. Thomas J. 53 Vice President and Director; 1980 19,706 McCorkle President of Fortune Life (.0031%) 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. 63 President of Sing Development 1994 1,500 Perry Company since 1990; Executive (.0002%) Vice President, General Manager and Director of Sing Oil Company From 1964 through 1990.
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Shares of Company Year Common Stock Offices Held in Company; First Owned Beneficially Principal Occupations Became as of March 1, 1996 Name Age During the Past Five Years Director (and % of class) (2) - ---- --- -------------------------- -------- -------------------- R. Lee 53 Director; Attorney; member of 1979 378,260 Smith R. Lee Smith, P.A. since February (6.04%) 1979; President of Fortune Life Insurance Company since April 1986; President of 18 Construction for more than the past five years; member of Lloyds since 1983. Robert 62 Director; Senior Vice President 1976 321,841 Thomas, III and Member of the Executive (5.14%) 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. (3) See "Voting Securities and Principal Holders Thereof" above. 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. 64 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. 53 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. 38 September, 1987 Secretary since September 1987; employed by the Purcell Company since 1978. Duane A. 39 August, 1995 Vice President-Operations since August 1995; Sanders 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. 43 December, 1994 Vice President-Financial Reporting since December Stinson 1994; 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, Thomas E. Perry and R. Lee Smith, which is authorized to exercise all of the powers of the Board of Directors when the Board is not in session. Two meetings of the executive committee were held in 1995. The Board of Directors has an audit committee, consisting of Jack H. Chambers, J. Michael Garrity and Robert Thomas, which met three times during 1995. 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 8 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 J. McCorkle and Thomas E. Perry, which met twice during 1995. 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 1995, 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. Compensation Committee Interlocks and Insider Participation Thomas J. McCorkle serves on the Compensation Committee of the Board of Directors and also serves as the Company's Vice President. Pension Plan The Mobile America Corporation Money Purchase Pension Plan was adopted in 1982. The purpose of the Plan is to provide eligible employees with retirement benefits as well as additional benefits in the event of death, disability or other termination of employment. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. All full time employees of the Company are eligible to participate in the plan when they have completed one year of employment and have reached their 21st birthday. Each year, the Company places in a trust fund for each eligible employee, an amount equal to 4.3% of their total compensation plus 4.3% of their compensation in excess of $18,000. In addition to the Company contribution made to each participant's account, the participant will also share on a pro rata basis in the investment earnings or losses of the trust fund. A participant's full account becomes payable upon normal retirement (age 62 and 10 years of service), or upon retirement at any age due to disability, or death. In the event employment is terminated for reasons other than death, disability or retirement, participants will share in the allocations based on their number of years of service with the Company on a vesting basis. All employee-officers and employee-directors participate in the plan on the same terms as other compensated employees. At December 31, 1995, total contributions by the Company for the accounts of the executives 9 named individually and as a group in the cash compensation table were: Allan J. McCorkle $234,015, Thomas J. McCorkle $108,857, all executives as a group $368,876. 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
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 serve, when the annual salary and bonus exceeded $100,000 for fiscal 1995. 10 Summary Compensation Table
- ---------------------------------------------------------------------------------------------------------------------------- Long Term Compensation ------------------------------ Annual Compensation Awards Payouts ----------------------------------------- ------------------------------ Restricted Stock Options LTIP All Other Name and Position Year Salary Bonus Other Awards SAR's Payouts Compensation - ---------------------------------------------------------------------------------------------------------------------------- Allan J. McCorkle 1995 $402,666 $ 96,763 None None 25,000 None $12,126 (1) Chairman, President and 1994 389,874 111,222 None None None None 12,126 (1) Chief Executive Officer 1993 372,673 - None None None None 19,508 (1) Thomas J. McCorkle 1995 $108,612 $ 24,191 None None 10,000 None $10,647 (1) Vice President 1994 106,687 27,806 None None None None 10,792 (1) 1993 101,666 - None None None None 7,969 (1) - ----------------------------------------------------------------------------------------------------------------------------
(1) Company contribution to the individuals account in the Company's money purchase pension plan. 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, 1995 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 Option Individual Grants Term ------------------------------------------------------------ ------------------------ Percentage of Number Total Options Of Granted to Options Employees in Exercise Expiration Name Granted 1995 (1) Price Date 5% 10% - ------------------------------------------------------------------------------------------------------------------- Allan J. McCorkle 25,000 (2) 27.02% $9.62 05/26/2005 $151,249 $383,295 Thomas J. McCorkle 10,000 (2) 10.81% 9 .62 05/26/2005 60,490 153,300 - -------------------------------------------------------------------------------------------------------------------
(1) A total of 92,500 options were granted to key employees in 1995 under the Company's Incentive Plan. (2) All options granted are fully vested. The following table sets forth information concerning the value of unexercised options as of December 31, 1995 held by the executives named in the Summary Compensation Table above. No options were exercised during 1995. 11 OPTION YEAR-END VALUES TABLE
Value of Unexercised Number of Unexercised In-the-Money Options at Options at December 31, 1995 December 31, 1995 Name Exercisable/Unexercisable Exercisable/Unexercisable - ---- ---------------------------- ------------------------- Allan J. McCorkle 25,000 (U) $3,250 Thomas J. McCorkle 10,000 (U) 1,300
Directors' Compensation In 1995, 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. No director or officer had any material interest, direct or indirect, in any business transaction of the Company or its subsidiaries for the year ended December 31, 1995 or in any proposed transactions. The Company engages in routine business transactions with certain directors of the Company, and the terms of these transactions are as favorable to the Company as could be obtained from unrelated parties. Mr. Jack H. Chambers provided consulting services to the Company until August 1, 1995. He was paid consulting fees in the amount of $133,333 for these services. Mr. Chambers did not receive fees for Board of Directors or Board Committee meetings while he was providing consulting services. 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 12 that encourages management performance in the achievement of the Company's long-term objectives and goals. The committee approved a 5% increase in Mr. Allan McCorkle's base compensation in August of 1995 to $388,238. MOBILE AMERICA CORPORATION COMPENSATION COMMITTEE Thomas E. Perry, Chairman J. Michael Garrity Thomas J. McCorkle 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 1990 through 1995. Comparison of five-year cumulative total return between Mobile America and Nasdaq. [GRAPH - see next page] Assume $100 invested on December 31, 1990 in the Company's common stock, Nasdaq Stock Market and Nasdaq Insurance Stocks. 13 Comparison of Five Year-Cumulative Total Returns LEGEND
SYMBOL CRSP TOTAL RETURNS INDEX FOR: - ------ ----------------------------- __________[] Mobile America Corporation - --- ___ - * Nasdaq Stock Market (US Companies) - --------- Nasdaq Insurance Stocks "triangle"
CRSP TOTAL RETURNS INDEX FOR: --------------------------------------------------------------------------- NASDAQ INSURANCE STOCKS MOBILE AMERICA NASDAQ STOCK MARKET SIC 6310-6319, 6330-6339 DATE CORPORATION (US COMPANIES) US & FOREIGN - ---- -------------- ------------------- ------------------------ 12/31/90 100 100.0 100.0 12/31/91 192 161 141.0 12/31/92 367 187 191 12/31/93 528 214 204 12/30/94 215 210 192 12/29/95 383 297 273
14 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 tax preparation and 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, 1995 accompanies this proxy statement. Any shareholder who does not receive a copy may obtain one by writing the Vice President - Financial Reporting at 100 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, 1997, and desiring that such proposal be included in the Company's proxy material, should submit a written copy of such 15 proposal to the Company's principal offices not later than December 27, 1996. 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: April 26, 1996 -----END PRIVACY-ENHANCED MESSAGE-----