POS AM 1 posam.txt POST EFFECTIVE AMENDMENT NO. 2 As filed with the United States Securities and Exchange Commission on August 8, 2003 Registration No. 333-34088 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- INTEGON RE (BARBADOS), LIMITED (Exact name of registrant as specified in charter) Barbados 6331 Not Applicable (State or other jurisdiction (Primary Standard (I.R.S. employer of incorporation or Industrial identification number) organization) Classification Code Number) One Financial Place Collymore Rock St. Michael, Barbados, W.I. (246) 436-4895 (Address, including zip code, and telephone number, including area code, of principal executive office) ------------------------------- RONALD W. JONES Integon Re (Barbados), Limited One Financial Place Collymore Rock St. Michael, Barbados, W.I. (246) 436-4895 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------- Copies to: George R. Abramowitz, Esq. LeBoeuf, Lamb, Greene & MacRae, L.L.P. 1875 Connecticut Avenue, N.W. Washington, D.C. 20009 and Joseph L. Seiler III, Esq. LeBoeuf, Lamb, Greene & MacRae, L.L.P. 125 West 55th Street New York, NY 10019-5389 ------------------------------- Approximate date of commencement of proposed sale to the public: Not applicable. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] ================================================================================ EXPLANATORY NOTE The purpose of this Post-Effective Amendment No. 2 (this "Amendment") to the Registration Statement on Form S-1 (Registration No. 333-34088) (the "Registration Statement") is to deregister all securities registered pursuant to the Registration Statement but unissued as of the date this Amendment is filed. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Michael, Barbados, on August 6, 2003. INTEGON RE (BARBADOS), LIMITED By: /s/ Vinston E. Hampden ------------------------ Vinston E. Hampden Vice-President, Finance, Principal Financial Officer and Principal Accounting Officer Date: August 6, 2003 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Mitchell F. White Chairman and Chief August 6, 2003 -------------------------- Executive Officer, Mitchell F. White President and Director /s/ Vinston E. Hampden Vice-President, Finance, August 6, 2003 -------------------------- Principal Financial Vinston E. Hampden Officer and Principal Accounting Officer /s/ Bernard J. Buselmeier Vice-President and Director August 6, 2003 -------------------------- Bernard J. Buselmeier /s/ Kenneth J. Jakubowski Vice-President and Director August 6, 2003 -------------------------- Kenneth J. Jakubowski --------------------------- Director Peter R. P. Evelyn /s/ Beth C. Spilman Director August 6, 2003 ------------------------- Beth C. Spilman ------------------------- Director Scott R. Eidman