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

Date of report (Date of earliest event reported) May 22, 2015 (May 18, 2015)

 

 

ATLANTIC AMERICAN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Georgia		0-3722		58-1027114
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS employer Identification No.)

 

4370 Peachtree Road, N.E., Atlanta, Georgia		30319
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code(404) 266-5500

N/A

(Former name or former address, if changed since last report)

 

 

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))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, three members of the Board of Directors (the “Board”) of Atlantic American Corporation (the “Company”) are scheduled to retire at the Company’s 2015 annual meeting of shareholders when their respective terms expire. The Company has now been advised by Edward E. Elson, age 81 and who was first elected to the Board in 1986, and Samuel E. Hudgins, age 85 and who has served on the Board since 1986, that they have each resigned from the Board, effective May 18, 2015.

In connection with such resignations, the Board expects to appoint Joseph M. Scheerer, a member of the Board, to the Audit Committee of the Board and further expects that it will appoint Keehln Wheeler, who will be a nominee for election to the Board at the Company’s 2015 annual meeting of shareholders, to the Audit Committee upon his election to the Board.

Copies of the resignation letters received from each of Messrs. Elson and Hudgins in connection with their respective resignations are attached hereto as Exhibit 99.1 and incorporated by reference herein. The Company disagrees with a number of statements contained in the letter from Mr. Hudgins.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Number		Exhibit
99.1		Resignation letters from directors

 

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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.

 

Date: May 22, 2015

 

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EXHIBIT LIST

 

Number		Exhibit
99.1		Resignation letters from directors

 

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Exhibit 99.1

 

AMBASSADOR EDWARD ELLIOTT ELSON

May 18,2015

Mr. Hilton H. Howell

Chairman of the Board and

Chief Executive Officer

Atlantic American Corporation

Dear Hilton:

After considerable thought, and with regret, I hereby resign as member of the Board of Directors of Atlantic American Corporation, effective immediately. As you know, I have served for many years as a member of the Board and as a member of the Board’s Audit and Compensation Committees. As you also know, the Audit Committee has had a heavy workload the last several months due to the need to make an appropriate investigation of matters brought to our attention by the Company’s Chief Financial Officer. That work has been completed, and the results reported to you, our auditors and the Company’s outside general counsel. With that task completed, and given my years of service, i think it appropriate for me to step down from the Board now. I trust that management and the Board will follow up in accordance with Gibson Dunn’s complete findings and recommendations.

Please confirm your receipt of this resignation.

Sincerely.

Edward E. Elson

EEE/mkb

cc: Samuel E. Hudgins

Harriett J. Robinson

Joseph M. Scheerer

Scott G. Thompson

William H. Whaley, MD

Dom H. Wyant

Mark Hanson, Esq.

Edward E. Elson

Robin R. Howell

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From: SamHud

Date: May 20,2015 at 8:25:51 AM PDT

To: h howell

Cc: edwardelson William Whaley

Subjed:My Resignation From the Board of Directors of Atlantic American

This is my notice of resignation as a member of the Board of Directors of Atlantic American Corporation effective May 18, 2015 (per my conversation with Mr. Hanson on that date). Among my reasons are those described below.

The Audit Committee received a letter from the CFO in January setting forth several concerns about the activities of the CEO relating to his expenditures, behaviour patterns, investment decisions, and other issues. The Audit Committee, composed of Messrs. VVyant, Elson and Hudgins, with the involvement of an independent law firm, made a thorough investigation of the allegations contained in the letter.The Committee was blocked at every tum in its efforts to present its findings to the full Board of Diretors.

My wife and Ihad a very hurtful personal experience from a family standpoint on April 28 and 29 by the efforts of the Howells to get our daughter and her husband to put pressure on me to resign immediately which I refused to do. Further, there were threats involved.This was a complete

surprise as I would have expected Hilton to make such a request of me directly and not go through my family. Robin and our daughter, Julie, are long time friends This has caused a rift in our family relationship at a time our grandSon, a star student at Westminister, was graduating with honors before heading off to Yale in the late summer.

After 29 years of direct involvement in AAC and several more years as an advisor to Mack Robinson while at Andersen and our friendship with the Robinson family, I’m going to miss the relationship through Atlantic American. Hilton. I hope that you will come to realize that your management style and behaviour patterms do not set a positive example for the company and its good and loyal people.

Regards to all,

Sam Hudgins