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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(Exact name of registrant as specified in its charter)
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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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(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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(
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On December 26, 2024, Atlantic American Corporation (the “Company”), and its subsidiary, Bankers Fidelity Life Insurance Company, entered into a Second Amendment to
Lease Agreement (the “Second Amendment”) with 4370 Peachtree LLC. The Second Amendment amends the Lease Agreement, dated November 1, 2007, by and among the same parties (as previously amended, the “Lease Agreement”), pursuant to which the Company
leases space for its principal offices and for some of its insurance operations in an office building located in Atlanta, Georgia. Pursuant to the Second Amendment, the Lease Agreement was modified to increase the base rent payable by the Company
thereunder from a rate of $9.50 per annum per square foot to $12.00 per annum per square foot, beginning January 1, 2025.
4370 Peachtree LLC is controlled by Harriett J. Robinson, who is the Company’s controlling shareholder and a former member of the Company’s Board of Directors (the
“Board”). Hilton H. Howell, Jr., the Company’s Chairman of the Board and President and Chief Executive Officer, is the son-in-law of Mrs. Robinson. Robin R. Howell, a member of the Board, is the daughter of Mrs. Robinson and the wife of Mr.
Howell.
The foregoing summary of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a
copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description of Exhibit
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Second Amendment to Lease Agreement, dated as of December 26, 2024, by and among 4370 Peachtree LLC, Atlantic American Corporation and Bankers Fidelity Life Insurance Company.
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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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.
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ J. Ross Franklin
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J. Ross Franklin
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Vice President, Chief Financial Officer and Secretary
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Date: December 30, 2024
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Exhibit 10.1
SECOND AMENDMENT TO LEASE AGREEMENT
This amendment (“Second Amendment”) made and entered into as of this December 26, 2024 by and between
ATLANTIC AMERICAN CORPORATION AND BANKERS FIDELITY LIFE INSURANCE COMPANY- (“Lessee”) and 4370 Peachtree LLC (assignee of Delta Life Insurance Co.) (“Lessor”).
WHEREAS, on November 1, 2007, Lessee and Lessor entered into a lease (“Lease”) for space (“Premises”) on the 3rd floor of the
building located at 4370 Peachtree Road, NE, Atlanta, Georgia, 30319.
NOW, THEREFORE, the parties hereto agree as follows:
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The following sentence is added after the first sentence in Section 3 (entitled Rent) of the Lease:
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“Beginning January 1, 2025, the Rent will be adjusted to $12 per annum per square foot ($595,032 per year or $49,586 per month) for the
Retained Space of 49,586 square feet per Exhibit 10.2 of the First Amendment to Lease Agreement dated the 31st of March 2008 .”
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Section 4 (entitled Rent Adjustment) in the Lease is deleted and replaced with the following:
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“The Rent will be adjusted on January 1, 2027 in accordance with terms the parties find mutually agreeable. The Rent will be adjusted again
on January 1, 2030, and then each 5th year thereafter, in accordance with terms the parties find mutually agreeable. In the absence of such an agreement, Rent shall continue at the then current rate until an agreeable Rent is negotiated”.
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The terms and provisions of the Lease, as amended hereby, shall be construed, and enforced in accordance with the laws of the State of Georgia. Signatures transmitted by email or digital signatures will be deemed, and will have the same
legal force and effect as, an original. A photographic copy of the Lease and any amendments thereto (which are signed by the parties) will be effective as an original. Except as set forth in this Second Amendment, the Lease will continue
in full force and effect. In the event of a conflict between this Second Amendment and the Lease, this Second Amendment will prevail.
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Accepted & Agreed:
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Lessor: 4370 PEACHTREE LLC
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Lessee: ATLANTIC AMERICAN CORPORATION
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By: /s/ Julie M. Myrick
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By: /s/ J. Ross Franklin
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Name: Julie M Wyrick
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Name: J. Ross Franklin
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Title: Manager
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Title: Chief Financial Officer
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Lessee: BANKERS FIDELITY LIFE INSURANCE COMPANY
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By: /s/ C. McClure King
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Name: C. McClure King
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Title: President
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