UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported)
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December 10, 2014 (December 8, 2014)
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ATLANTIC AMERICAN CORPORATION
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(Exact name of registrant as specified in its charter)
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Georgia
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0-3722
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58-1027114
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS employer
Identification No.)
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4370 Peachtree Road, N.E., Atlanta, Georgia
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30319
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(404) 266-5500
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N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2014, the Board of Directors (the “Board”) of Atlantic American Corporation, a Georgia corporation (the “Company”), increased the size of the Board by one director to nine directors, and appointed Joseph M. Scheerer as a member of the Board, effective immediately, to serve until the Annual Meeting of Shareholders in 2015.
Mr. Scheerer will receive compensation for his service as a member of the Board that is consistent with the compensatory arrangements the Company has in place with its other non-employee directors.
A copy of the press release announcing Mr. Scheerer's appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated December 10, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLANTIC AMERICAN CORPORATION | |
| By: | /s/ John G. Sample, Jr. |
| John G. Sample, Jr. | |
| Senior Vice President, Chief Financial Officer and Secretary | |
Date: December 10, 2014
EXHIBIT INDEX
Exhibits:
Exhibit 99.1 Press release dated December 10, 2014.
ATLANTIC AMERICAN APPOINTS JOSEPH M. SCHEERER TO BOARD OF DIRECTORS
ATLANTA, Georgia, December 10, 2014 - Atlantic American Corporation (Nasdaq-AAME) today announced that Joseph M. Scheerer had been elected to the Company’s Board of Directors effective December 8, 2014. Mr. Scheerer is the Principal and Managing Director of Stonybrook Capital based in New York, NY, a merchant banking firm focused on the insurance industry. Holborn Corporation, one of the largest independent reinsurance brokers in the U.S. is an equity partner with Stonybrook.
Mr. Scheerer has been responsible for numerous investment advisory assignments in the insurance industry including corporate restructurings, debt/equity/mezzanine capital raises and mergers/acquisitions. He began his career at Wall Street investment banking firms and moved to specialist advisory boutiques affiliated with large reinsurance brokers. Mr. Scheerer has a Bachelor of Arts in both Economics and International Relations from the University of Pennsylvania.
Commenting on the appointment, Hilton H. Howell, Chairman, president and chief executive officer stated, “We could not be more pleased to welcome Joe to the Board of Directors of Atlantic American Corporation. He brings a wealth of knowledge and experience in the insurance industry which should be of great benefit to our organization. His contributions will be meaningful, deep and well appreciated by our entire Board of Directors.”
Atlantic American is an insurance holding company involved through its subsidiary companies in specialty markets of the life, health, and property and casualty insurance industries. Its principal subsidiaries consist of American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company and Bankers Fidelity Assurance Company.
Note regarding Private Securities Litigation Reform Act: Except for historical information contained herein, this press release contains forward-looking statements that involve a number of risks and uncertainties. Actual results could differ materially from those indicated by such forward-looking statements due to a number of factors and risks detailed from time to time in statements and reports that Atlantic American Corporation files with the Securities and Exchange Commission.
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For further information contact:
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John G. Sample, Jr.
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Hilton H. Howell, Jr.
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Senior Vice President and Chief Financial Officer
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Chairman, President & CEO
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Atlantic American Corporation
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Atlantic American Corporation
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404-266-5501
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404-266-5505
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