-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GcIyE2REOMdOhvuqnOP2UUgmCGlp9QcXR5egggSHDQC6+bqHm/ndNjXNXXq1xTq9 x0tF1T8W78zYD5BA0z6U6w== 0000898080-01-000179.txt : 20010420 0000898080-01-000179.hdr.sgml : 20010420 ACCESSION NUMBER: 0000898080-01-000179 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOTORS MECHANICAL REINSURANCE CO LTD CENTRAL INDEX KEY: 0000790381 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 033-06534 FILM NUMBER: 1605758 BUSINESS ADDRESS: STREET 1: TRIDENT HOUSE CITY: BRIDGETOWN BARBADOS STATE: C8 ZIP: 00000 BUSINESS PHONE: 8094364895 MAIL ADDRESS: STREET 1: SUTHERLAND ASBILL & STREET 2: 1275 PENNSYLVANIA AVE N W CITY: WASHINGTON STATE: DC ZIP: 20004-2404 10-K/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K X Annual Report Pursuant to Section 13 or 15(d) of - ----- The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2000 Or Transition Report Pursuant to Section 13 or 15(d) of - ----- The Securities Exchange Act of 1934 Commission file number 33-6534 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED (Exact name of registrant as specified in its charter) Barbados Not Applicable (State or other jurisdiction (I.R.S. employer identification of incorporation or organization) number) One Financial Place Collymore Rock Not Applicable St. Michael, Barbados, W.I. (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (246) 436-4895 Securities registered pursuant to Section 12(b) of the Act: Name of each Title of each class Exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange PAGE 2 Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Aggregate market value of the voting stock held by non-affiliates of the registrant as of March 1, 2001, was $1,942,500.* Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class As of March 1, 2001 ----- ------------------- Common Stock, no-par value 2,000 Participating Stock, no-par value 25,900 * Based on current offering price of $75 per share. PAGE 3 This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 (the "Form 10-K") is being filed exclusively for the purpose of filing as an exhibit to the Form 10-K, proxy materials sent to the Registrant's shareholders with respect to an annual meeting of shareholders to be held on May 9, 2001, which materials were provided to the Registrant's shareholders subsequent to the filing of the Form 10-K. These materials are filed as Exhibit 20(a) to this Amendment. PAGE 4 Part IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Index to Document List (1) Financial Statements The following are included in Item 8: (i) Independent Auditors' Report. (ii) Balance Sheets, December 31, 2000 and 1999. (iii)Statements of Income and Retained Earnings for the years ended December 31, 2000, 1999 and 1998. (iv) Statements of Cash Flows for the years ended December 31, 2000, 1999, and 1998. (v) Statement of Changes in Shareholders' Equity for the years ended December 31, 2000, 1999 and 1998. (vi) Notes to Financial Statements. (2) Financial Statement Schedules. Schedules are omitted because of the absence of the conditions under which they are required or because the information required is presented in the financial statements or related notes. (3) Exhibits. The following exhibits are included in response to Item 14(c): 3(a) Restated Articles of Incorporation and amendments thereto filed by reference to Exhibit 3(I) to Quarterly Report on Form 10Q File No. 33-6534 for the quarterly period ended June 30, 1996. 3(b) By-laws of the Company dated June 6, 1986 filed by reference to Exhibit 3(b) of the Registration Statement on Form S-1, File No. 33-6534, dated June 18, 1986. 4 Specimen Participating Stock Certificate filed by reference to Exhibit 4 of Amendment No. 1 to Registration Statement on Form S-1, File No. 33-6534, dated February 12, 1987. 10(a)Form of Principal Retrocession Agreement between Motors Insurance Corporation and Registrant filed by reference to PAGE 5 Exhibit 10(a) of the Registration Statement on Form S-1, File No. 33-6534, dated June 18, 1986. 10(b)Form of Supplemental Retrocession Agreement between Motors Insurance Corporation and Registrant filed by reference to Exhibit 10(b) of the Registration Statement on Form S-1, File No. 33-6534 dated June 18, 1986. 10(c)Specimen Stock Purchase Agreement filed by reference to Exhibit 10(c) to Amendment No. 2 to Registration Statement on Form S-1, File No. 33-6534, dated May 22, 1987. 10(d)Amended and Restated Stock Purchase Agreement between Registrant and Motors Insurance Corporation filed by reference to Exhibit 10(d) to Amendment No. 1 to Registration Statement on Form S-1, File No. 33-6534, dated February 12, 1987. 10(e)Insurance Management Agreement between Registrant and Aon (formerly Alexander) Insurance Managers (Barbados) Ltd., effective January 1, 1996 filed by reference to Exhibit 10(e) to Annual Report on Form 10K, File No. 33-6534 for the year ended December 31, 1996. 10(f)Investment Management Agreement between Registrant and BlackRock International, Ltd. filed by reference to Exhibit 10(f) to Annual Report on Form 10-K, File No. 33-6534 for the year ended December 31, 2000. 20(a)Proxy solicitation materials sent to shareholders in connection with annual meeting held on May 9, 2001. 27 Financial Data Schedule. 28(c)Certificate of Barbados Residency filed by reference to Exhibit 28(c) to Amendment No. 1 to Registration Statement on Form S-1, File No. 33-6534, dated June 18, 1986. 99(a)Certification Form filed by reference to Exhibit 28(a) to Amendment No. 2 to Registration Statement on Form S-1, File No. 33-6534, dated June 18, 1986. 99(b)Guarantee issued by the Minister of Finance of Barbados filed by reference to Exhibit 99(b) to Amendment No. 2 to Registration Statement on Form S-2, File No. 33-60105, dated April 23, 1996. (b) Reports on Form 8-K. No reports on Form 8-K for the quarter ended December 31, 2000 have been filed. PAGE 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED (Registrant) By s/Ronald W. Jones ----------------- Ronald W. Jones Vice-President, Finance Date: April 18, 2001 EX-20 2 0002.txt EXHIBIT 20(A) MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED NOTICE NOTICE is hereby given that the Fourteenth Annual Meeting of the Shareholders of MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED will be held at the Miramar Conference Centre, Royal Pavilion Hotel, St. James, Barbados on Wednesday, May 9, 2001 at 11:00 a.m. for the following purposes: 1. Adoption of minutes of previous meeting of Shareholders held on May 10, 2000. 2. To receive and consider the financial statements of the Company for the twelve month period ended December 31, 2000 together with the independent auditors' report thereon. 3. To elect directors. 4. To consider proposed amendments to the Restated Articles of Incorporation. 5. To confirm the appointment of Deloitte & Touche as the Company's independent auditors for the year ended December 31, 2001. 6. To conduct any other business that may properly be transacted at an annual meeting. DATED THE 12th DAY OF APRIL, 2001 BY ORDER OF THE BOARD MICHAEL BOYCE AS SECRETARY OF MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED Annual Meeting May 9, 2001 PROXY STATEMENT April 12, 2001 This proxy statement is furnished by management of Motors Mechanical Reinsurance Company, Limited (the "Company") in connection with the solicitation of proxies for use at the annual meeting of the Company to be held on May 9, 2001 at 11:00 a.m. at the Miramar Conference Centre, Royal Pavilion Hotel, St. James, Barbados. Please complete and return the attached proxy whether or not you plan to attend the meeting. A proxy may be revoked at any time prior to the meeting in writing or by attendance of the shareholder at the meeting. Shareholders of record as of the date of this proxy statement are entitled to notice and to vote at the meeting. As of such date, there were 25,600 participating shares outstanding, held by 452 persons representing 256 series. All the common stock is held by Motors Insurance Corporation ("MIC"), which organized the Company. Each share entitles the holder to one vote on matters on which that class of stock is entitled to vote. Each amendment to the Company's Restated Articles of Incorporation described in this proxy statement must be approved by the affirmative vote of a majority of the shares of Common Stock and of the participating shares, present at the meeting by proxy or otherwise. Such amendments are also subject to the approval of the Barbados Supervisor of Insurance and Registrar of Companies. This proxy statement is accompanied by notice of the meeting, financial statements for the year ended December 31, 2000 and a form of proxy. ELECTION OF DIRECTORS The Company has a board of directors consisting of six members. Five directors, of whom one is a resident of Barbados, are elected by the holder of the common shares and one director is elected by holders of the participating shares. Directors serve without compensation other than reimbursement of actual expenses. They are elected for one year terms. Mr. J. Theodore Linhart has been nominated to stand for election as director by the participating shareholders. Other nominations can be made by the holders of at least two series of participating shares by notifying the secretary in writing at least ten days prior to the meeting. The nominee receiving the highest number of votes will be elected. In addition, five directors will be elected by the common shareholder. It is anticipated that MIC will choose to re-elect William B. Noll, John J. Dunn, Jr., Peter R.P. Evelyn, Thomas D. Callahan and Robert E. Capstack to serve as directors. Information regarding the age and current occupation of persons nominated to be re-elected as directors by the common shareholder and the person nominated to be elected as director by the participating shareholders is set forth below. Position with the Company and Other Name Age Employment During the Past Five Years William B. Noll 58 Chairman, CEO, President & Director (President, MIC, 1999; Executive Vice President & Chief Financial Officer, MIC, 1993-1999). Mr. Noll became President & Director in 1995 and became Chairman and CEO in 1996. Thomas D. Callahan 48 Executive Vice-President and Director (Senior Vice President, MIC, 1998; Vice President, MIC, 1994-1998). Mr. Callahan became Executive Vice-President and Director in 1999. John J. Dunn, Jr. 42 Vice-President & Director (Vice President & Treasurer, MIC, 1998; Assistant Treasurer, MIC, 1995-1998; Manager, Coopers & Lybrand L.L.P.). Mr. Dunn became Vice-President and Director in 1996. ELECTION OF DIRECTORS (CONTINUED) Robert E. Capstack 60 Vice-President and Director (Section Manager, MIC, 1994; Vice-President, GMAC Securities Corporation, 1999) Mr. Capstack became Vice-President and Director in 1999. Peter R.P. Evelyn 59 Director (Attorney, Evelyn Gittens & Farmer, a Barbados law firm). Mr. Evelyn became a Director in 1986. J. Theodore Linhart 53 Nominee for Director to be elected by the participating shareholders. (Dominion Auto Group, Richmond, Virginia). AMENDMENTS OF RESTATED ARTICLES OF INCORPORATION 1. MIC Agency Accounts Management proposes that the Company's Restated Articles of Incorporation ("Articles") be amended by substituting the term "MIC Mechanical Account" for "MIC Agency Account" wherever it appears in the Articles in order to conform the Articles to terminology used by Motors Insurance Corporation ("MIC"), the ceding company. 2. Risk Fund Calculation Under Section 3(1)(1)(a) of the Articles, an amount equal to 1-1/3% of net premiums ceded to the Company is allocated to the Subsidiary Capital Account for the Common shares. The Retrocession Agreement ("Retrocession Agreement") currently in place between the Company and MIC is to be amended to clarify that premiums are ceded to the Company on a gross basis and the Company pays a specified ceding commission to MIC. Accordingly, Management proposes that Sections 3(1)(1)(a), (b) and (d) of the Articles be amended to read as follows with such amendments to take effect upon the effective date of the foregoing amendment of the Retrocession Agreement: (a) With respect to premiums ceded to the Company, one hundred percent (100%) shall be allocated to the related Subsidiary Capital Account; provided, however, that an amount equal to one percent (1%) of such premiums shall be subtracted from such Subsidiary Capital Account and allocated to the Subsidiary Capital Account of the Common shares. (b) With respect to any agents' or brokers' commissions, ceding commissions, any commissions or ceding commissions recaptured, unearned premiums, reinsurance premiums ceded by the Company, and any United States excise tax, one hundred percent (100%) shall be allocated to the related Subsidiary Capital Account. (d) With respect to return premiums, ninety-nine percent (99%) shall be allocated to the related Subsidiary Capital Account and one percent (1%) shall be allocated to the Subsidiary Capital Account for the Common shares. 3. Advances With Respect to Shares The Company has, on occasion, provided advance distributions to holders of Shares of series with respect to which no new business was being written and the existing business of which had substantially run-off. Management has determined that the Articles should be modified to clarify that for purposes of allocating certain expenses and liabilities and investment income, and calculating dividend payments and payments upon liquidation of the Company or repurchase or redemption of Shares by the Company, the balance of the Subsidiary Capital Account with respect to which an advance distribution has been made, will be deemed to have been reduced by the outstanding amount of such advance distribution. Accordingly, Management proposes that the Articles be amended by adding the following subsection (9) to Section 3(1)(1) of the Articles: (9) For purposes of allocating expenses and liabilities (that are allocated based on Subsidiary Capital Account balances) and investment income, and of calculating the amount of dividends and of payments upon liquidation of the Company or upon redemption or repurchase of Shares by the Company pursuant to these Articles, the Subsidiary Capital Account for a series of Shares shall be deemed to have been reduced by the outstanding amount of any advance of funds made with respect to such series of Shares as of the applicable date for determination of the balance of the Subsidiary Capital Account. For purposes of this Section 3(1)(1)(9), an advance of funds is "made with respect to a series of Shares" if the advance has been paid to one or more holders of Shares of that series. 4. Repayments of Deficits The Articles provide that deficits attributable to a series of Shares that have been allocated to other series of Shares, after January 1, 1995, will be repaid if the Subsidiary Capital Account for the series that had such deficits would otherwise have a positive balance as of a subsequent fiscal quarter. Management has determined that the Articles should be modified to clarify that when a Subsidiary Capital Account for a series of Shares that had deficits that were allocated to other series of Shares after January 1, 1995, otherwise would have a positive balance at the end of a subsequent fiscal quarter, such positive balances should be reallocated to the Subsidiary Capital Accounts for the other series of Shares, pro rata, based on the total amount of deficits that have been allocated to each series after January 1, 1995 and that have not been repaid. Accordingly, Management proposes that Section 3(1)(7)(c)(ii) of the Articles be amended to read as follows: (ii) then, to the Subsidiary Capital Accounts for the Shares, pro rata, based upon the relative amounts, through the end of the fiscal quarter preceding the quarter for which the reallocation hereunder is being made, of deficits that were allocated after January 1, 1995 to those accounts (whether under Section 3(1)(7)(a)(ii) or (iii)) from any Subsidiary Capital Account and that have not previously been restored, until all Subsidiary Capital Account reductions after January 1, 1995 under Section 3(1)(7)(a) with respect to the series of Shares from which the reallocation hereunder is being made have been restored. 5. Subsidiary Capital Accounts for Redeemed/Repurchased Shares Management has determined that the Articles should be modified to clarify that when a series of Shares is repurchased or redeemed by the Company, the Subsidiary Capital Account for such series will remain in existence for accounting purposes until all premiums allocated to such account have been earned. Accordingly, Management proposes that Section 3(1)(8)(b) shall be amended to read as follows: (b) Where all shares of a series of Shares are repurchased by the Company pursuant to Section 4 below, or redeemed in accordance with the Company's procedures for redemption set forth in Section 3(6) below, the Subsidiary Capital Account for such series shall be terminated as of the last day of the fiscal quarter in which the unearned portion of premiums that have been ceded to the Company and allocated to such account becomes zero. Subsequent to the Repurchase Date or Redemption Date (as those terms are defined in Sections 4 and 3(6), respectively), as the case may be, any positive balance as of the last day of any calendar quarter for the Subsidiary Capital Account of any repurchased or redeemed series of Shares, after application of the provisions of Section 3(1)(7)(c), will be allocated among the Subsidiary Capital Accounts of the existing series of Shares pro rata based upon relative earned premiums attributable to such accounts for the calendar quarter then ending and any net deficit will be allocated in accordance with the provisions of Section 3(1)(7)(a). ELECTION OF INDEPENDENT AUDITORS The Board of Directors proposes that the shareholders confirm the selection of Deloitte & Touche, Bridgetown, Barbados, as independent auditors to audit the financial statements of the Company for the year ended December 31, 2001. Deloitte & Touche has served as the Company's independent auditors since its inception in 1986. Representatives of Deloitte & Touche are expected to be present at the Annual Meeting of Shareholders. P R O X Y MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED PARTICIPATING SHAREHOLDERS I/We, , a member of the above-named company hereby appoint Ronald W. Jones, Vice President, Finance of the Company or failing him Michael R. Boyce, Secretary of the Company, as my/our proxy to vote for me/us on my/our behalf at the shareholders meeting to be held on May 9, 2001 or at any adjournment thereof and in particular to vote for: (i) The election of Mr. J. Theodore Linhart to serve as a director representing the participating shareholders. (ii) The adoption of amendments to the Company's Restated Articles of Incorporation as contained in the Company's Proxy Statement dated April 12, 2001. (iii)The confirmation of Deloitte & Touche as the independent auditors of the Company for the current fiscal year. Dated this ________ day of __________, 2001. - ------------------------------ --------------------------- Signature Print Name As a Shareholder in Series # __________ (for identification purposes, please indicate the series in which you are a shareholder) - -------------------------------------------------------------------------------- Completed Proxy forms should be returned either by facsimile or overnight mail to the Company's Barbados address as follows: Motors Mechanical Reinsurance Company, Limited c/o Aon Insurance Managers (Barbados) Ltd. One Financial Place, P.O. Box 1304, Collymore Rock, St. Michael, Barbados, W.I. Tel.#: (246) 436-4895 Fax#: (246) 436-9016 - -------------------------------------------------------------------------------- ANY QUESTIONS RELATIVE TO THE CONTENT OR COMPLETION OF THIS PROXY SHOULD BE DIRECTED TO MR. RONALD W. JONES, VICE PRESIDENT, FINANCE AT THE ABOVE LOCATION - -------------------------------------------------------------------------------- PROXY MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED COMMON SHAREHOLDER MOTORS INSURANCE CORPORATION, a member of the above-named company, hereby appoints Thomas D. Callahan, Director of the Company or failing him Robert E. Capstack, Director of the Company, as its proxy to vote for it on its behalf at the shareholders meeting to be held on May 9, 2001 or at any adjournment thereof and in particular to vote for: (i) The election of the following individuals to serve as directors representing the Common Shareholder: William B. Noll Thomas D. Callahan John J. Dunn Jr. Robert E. Capstack Peter R.P. Evelyn (ii) The adoption of amendments to the Company's Restated Articles of Incorporation as contained in the Company's Proxy Statement dated April 12, 2001. (iii)The confirmation of Deloitte & Touche as the independent auditors of the Company for the current fiscal year, Dated this ________ day of __________, 2001 MOTORS INSURANCE CORPORATION - ------------------------------ --------------------------- Signature Print Name --------------------------- Title Signature of the proxy was not provided by Michael Boyce. After discussion with Jim Knott, and referencing By-Law 18.7, it was determined that the typewritten name of the Secretary was sufficient for the notice to be sent to the shareholders. -----END PRIVACY-ENHANCED MESSAGE-----