UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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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June 12, 2015 (June 2, 2015)
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ATLANTIC AMERICAN CORPORATION
(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)) |
EXPLANATORY NOTE
On June 5, 2015, Atlantic American Corporation (the “Company”) disclosed that Dr. William H. Whaley, age 75, whose term as a director was expiring on June 26, 2015, had resigned from the board of directors of the Company effective June 3, 2015, in accordance with Item 5.02(b) of Form 8-K. Subsequent to that disclosure, Dr. Whaley has requested that the Company file a copy of the letter in which he resigned as a director but stated a desire to continue to play an active role in the Company pursuant to his existing consulting arrangement.
This Amendment No. 1 to the Company’s Current Report on Form 8-K, dated June 5, 2015 (the “Original Form 8-K”) is being filed solely to include such letter as an exhibit, although the Company disagrees with certain statements therein. No other changes are being made to the Original Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Number
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Exhibit
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99.1
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Letter from Dr. William H. Whaley
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2
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.
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ Hilton H. Howell, Jr.
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Hilton H. Howell, Jr.
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President and Chief Executive Officer
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Date: June 12, 2015
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EXHIBIT LIST
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Number
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Exhibit
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Letter from Dr. William H. Whaley
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Exhibit 99.1
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DATE:
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6/2/2015
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TO:
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HILTON H. HOWELL, CHAIRMAN OF BOARD
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ATLANTIC AMERICAN INSURANCE COMPANIES
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COPIES TO:
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2014-15 MEMBERS OF THE BOARD
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ATLANTIC AMERICAN INSURANCE COMPANIES
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| JOHN SAMPLE, CFO | |
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ATLANTIC AMERICAN INSURANCE COMPANIES
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FROM:
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WILLIAM H. WHALEY, M.D. F.A.C.P.
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Dear Hilton:
It is with heavy heart and great regret that I submit to you my resignation from the Board of Directors of Atlantic American Insurance Companies effective upon receipt of this letter. It was with humility and pride that I accepted Mack Robinson's suggestion that I join the Board of Rhodes Furniture Company greater than 30 years ago. Mack had served as my surrogate father and I was honored that he thought that I might have something to add. I carried on that honor when he moved me to the Board of Atlantic American. I asked him at the time what he wanted me to do. He indicated that I should be myself, speak my mind, and learn from the seasoned independent business savvy Board Members that were on those two Boards. He asked me to diligently represent the interests of the minority share holders. Over the last several years, I saw two of those seasoned directors resign their positions with the Board and I chose not to do so but to honor my commitment to Mack to represent the independent shareholders to the best of my ability. I was honored to serve as the chairman of the Compensation Committee and I took the responsibility seriously. I attended conferences held by the New York Stock Exchange in New York and regularly reviewed their correspondences and notices to compensation committee members. I was told that the Audit Committee commissioned a study by an outside group of consultants of issues that would overlap the purview and responsibility of the Compensation Committee. I sought advice from outside experts who assured me that any such work product could influence the work of the Compensation Committee. In my role as Chairman, I repeatedly requested of the Audit Committee Chairman and the outside counsel advising Atlantic American to allow me to review the findings of that outside survey. I was repeatedly denied access to the work product and was given minimal vague information regarding the contents of that study.
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ATLANTA AND NORTH GEORGIA:
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MACON AND CENTRAL GEORGIA:
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ATHENS:
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1835 Savoy Drive
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308 Coliseum Drive
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125 King Avenue
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Suite 300
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Suite 120
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2nd Floor, Suite 200
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Atlanta, Georgia 30341
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Macon, Georgia 31217
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Athens, Georgia 30606
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Phone: (770) 496-9400
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Phone: (478) 745-6130
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Phone: (706) 369-4478
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| Fax: (770) 496-9495 | Fax: (478) 745-4443 | Fax: (706) 353-6639 |
www.gacancer.com
Subsequent events have led to a situation where 75% of the long term outside Directors of the Corporation have or are being separated from the Board and those outside Directors represent two-thirds of the Compensation Committee and two-thirds of the Audit Committee. I therefore believe that I am powerless to do the due diligence work of the Chairman of the Compensation Committee with these obstacles.. Therefore, I see no alternative than to resign from the Board effective with your receipt via email of this letter. I will mail a hard copy to you and the other members of the Board immediately.
I have enjoyed my many years of service as the Medical Director of Bankers. I believe that I have done everything expected of me and I would like to continue in that role. I would actually like to increase the involvement with the medical director professional organizations as I told you several years ago. I believe I can help the Company and play an active role in Company success in this way.
I wish you and the Company and the Robinson family continued success with the Company. I remain a substantial share holder and will certainly be interested in the Company’s progress.
Sincerely,
William H. Whaley, M.D., F.A.C.P.