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): February 26, 2009 (February 24, 2009) | ||
ATLANTIC AMERICAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Georgia (State or Other Jurisdiction of Incorporation) |
0-3722 (Commission File Number) |
58-1027114 (I.R.S. Employer Identification No.) |
| 4370 Peachtree Rd., N.E. Atlanta, Georgia (Address of Principal Executive Offices) |
30319 (Zip Code) |
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| 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)) | |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||
| On February 26, 2009, Atlantic American Corporation (the “Company”) issued a press release announcing that, as a part of the Company’s regular succession planning, J. Mack Robinson, the Company’s Chairman of the Board of Directors, had resigned from that position effective February 24, 2009, and has assumed the role of Chairman Emeritus. In that role, he will continue to serve as a member of the Company’s Board of Directors. Hilton H. Howell, Jr., the Company’s President and Chief Executive Officer and a member of the Board of Directors, has assumed the title of Chairman of the Board of Directors. | ||||
| The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. | ||||
| Item 9.01 | Financial Statements and Exhibits | |||
| (d) | Exhibits. | |||
| The following exhibit is filed with this Current Report: | ||||
| Exhibit No. | Exhibit Description | |||
| 99.1 | Press Release, dated February 26, 2009 | |||
SIGNATURE
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 |
| /s/ John G. Sample, Jr. |
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| By: John G. Sample, Jr. Senior Vice President and Chief Financial Officer |
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Date: February 26, 2009
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | ||
| 99.1 | Press Release, dated February 26, 2009 | ||
EXHIBIT 99.1
ATLANTIC AMERICAN CORPORATION ANNOUNCES SUCCESSION PLANNING CHANGES;
APPOINTS HILTON H. HOWELL, JR. AS CHAIRMAN
OF THE BOARD
ATLANTA, Georgia, February 26, 2009 – Atlantic American Corporation (Nasdaq-AAME) today announced that, as a part of the Company’s regular succession planning, J. Mack Robinson, the Company’s Chairman of the Board of Directors, had resigned from that position effective February 24, 2009, and has assumed the role of Chairman Emeritus. In that role, he will continue to serve as a member of the Company’s Board of Directors. Hilton H. Howell, Jr., the Company’s President and Chief Executive Officer and a member of the Board of Directors, has assumed the title of Chairman of the Board of Directors.
Commenting on the change, Mr. Howell stated, “On behalf of everyone at Atlantic American Corporation, I would like to thank Mack for his dedication and many years of service as our Chairman. As a result of Mack’s leadership over the past 35 years, the Company has seen tremendous growth and success, and we look forward to Mack’s continued contributions to the Company’s success in his new role.”
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 include American Southern Insurance Company, American Safety Insurance Company, Bankers Fidelity Life Insurance Company and Self-Insurance Administrators, Inc.
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.
For further information contact:
John G. Sample, Jr.
Senior Vice President and Chief Financial Officer
Atlantic American Corporation
404-266-5501