-----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, G1kWbyNvj1wW18aX+tAXleyldqf2+ZgFajlMCxJ+dVfA4qPBkeMgmuY6vPXqX8rp KBNoxUPKHsKaC2Db1M8c+Q== 0000898080-03-000236.txt : 20030502 0000898080-03-000236.hdr.sgml : 20030502 20030502142210 ACCESSION NUMBER: 0000898080-03-000236 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030502 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: C8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-06534 FILM NUMBER: 03679257 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL PLACE STREET 2: COLLYMORE ROCK CITY: ST. MICHAEL,BARBADOS STATE: C8 ZIP: 00000 BUSINESS PHONE: 8094364895 MAIL ADDRESS: STREET 1: GEORGE R. ABRAMOWITZ STREET 2: 1875 CONNECTICUT AVE, NW #1200 CITY: WASHINGTON STATE: DC ZIP: 20009-5728 10-K/A 1 form10ka.txt FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-K/A |X| Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2002 or |_| Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Commission file number 033-06534 MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED (Exact name of registrant as specified in its charter) Barbados Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Financial Place Not Applicable Collymore Rock (Zip Code) St. Michael, Barbados, W.I. (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: None Title of each class Name of each 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 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] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YES No X ------ ----- Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2002, was $1,830,000.* 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 31, 2003 Common Stock, no-par value 2,000 Participating Stock, no-par value 23,100 * Based on current offering price of $75.00 per share. 2 Explanatory Note This Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002 (the "Form 10-K") is being filed for the exclusive 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 14, 2003, 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 No. 1 to the Form 10-K. 3 PART IV ITEM 15. 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, 2002 and 2001 (iii) Statements of Operations and Retained Earnings for the years ended December 31, 2002, 2001 and 2000 (iv) Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000 (v) Statements of Changes in Stockholders' Equity for the years ended December 31, 2002, 2001 and 2000 (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 15(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. 033-06534 for the quarterly period ended June 30, 1996. 3(b) By-laws of the Company, as amended.** 4 Specimen Participating Stock Certificate filed by reference to Exhibit 4 of Amendment No. 1 to Registration Statement on Form S-1, File No. 033-06534, dated February 12, 1987. 10(a) Form of Principal Retrocession Agreement between Motors Insurance Corporation and Registrant filed by reference to Exhibit 10(a) of the Registration Statement on Form S-1, File No. 033-06534, 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. 033-06534, dated June 18, 1986. 4 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. 033-06534, dated May 22, 1987. 10(d) 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 10-K, File No. 033-06534 for the year ended December 31, 1996. 10(e) 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. 033-06534 for the year ended December 31, 2000. 20(a) Proxy solicitation materials sent to shareholders in connection with annual meeting to be held on May 14, 2003.* 99(a) Certification Form filed by reference to Exhibit 28(a) to Amendment No. 2 to Registration Statement on Form S-1, File No. 033-06534, 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. 033-060105, dated April 23, 1996. 99(c) Certification of the Company's CEO pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 99(d) Certification of the Company's CFO pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** * Filed as an Exhibit herewith. ** Previously filed on March 31, 2003 as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002. (b) Reports on Form 8-K. No reports on Form 8-K for the quarter ended December 31, 2002 have been filed. 5 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: May 2, 2003 CERTIFICATIONS I, William B. Noll, certify that: 1. I have reviewed this annual report on Form 10-K of Motors Mechanical Reinsurance Company, Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any correction actions with regard to significant deficiencies and material weaknesses. Date: May 2, 2003 /s/ William B. Noll ---------------------------------- William B. Noll Chief Executive Officer CERTIFICATIONS I, Ronald W. Jones, certify that: 1. I have reviewed this annual report on Form 10-K of Motors Mechanical Reinsurance Company; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any correction actions with regard to significant deficiencies and material weaknesses. Date: May 2, 2003 /s/ Ronald W. Jones -------------------------------- Ronald W. Jones Principal Financial Officer EX-20 3 ex20a.txt EXHIBIT 20(A) Exhibit 20(a) MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED NOTICE NOTICE is hereby given that the Sixteenth Annual Meeting of the Shareholders of MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED will be held at the Tamarind Cove Hotel, St. James, Barbados on Wednesday, May 14, 2003 at 11:00 a.m. for the following purposes: 1. Adoption of minutes of previous meeting of Shareholders held on May 8, 2002. 2. To receive and consider the financial statements of the Company for the twelve-month period ended December 31, 2002 together with the independent auditors' report thereon. 3. To elect directors. 4. To confirm the appointment of Deloitte & Touche as the Company's independent auditors for the year ended December 31, 2003. 5. To conduct any other business that may properly be transacted at an annual meeting. DATED THE 22nd DAY OF APRIL, 2003 BY ORDER OF THE BOARD MICHAEL BOYCE AS SECRETARY OF MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED Annual Meeting May 14, 2003 PROXY STATEMENT April 22, 2003 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 14, 2002 at 11:00 a.m. at the Tamarind Cove Hotel, St. James, Barbados. Please complete and return the attached proxy indicating 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 22,800 participating shares outstanding, held by 411 persons representing 228 series. All the common stock is held by GMAC Insurance Holdings, Inc., ("GMACI"). Each share entitles the holder to one vote on matters on which that class of stock is entitled to vote. This proxy statement is accompanied by notice of the meeting, financial statements for the year ended December 31, 2002 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. Harvey J. Koning has been nominated to stand for re-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, Thomas D. Callahan, John J. Dunn, Jr., Robert E. Capstack, Peter R.P. Evelyn 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 60 Chairman, Chief Executive Officer, President & Director (President, GMAC Insurance Holdings, Inc., 1997 to present; President, Motors Insurance Corporation ("MIC"), 1999 to present; Executive Vice President & Chief Financial Officer, MIC, 1993-1999). Mr. Noll became President & Director in 1995. Thomas D. Callahan 50 Executive Vice-President and Director (Senior Vice President, MIC, 1998 to present; Vice President, MIC, 1994-1998). Mr. Callahan became Executive Vice-President and Director in April of 1999. John J. Dunn, Jr. 44 Vice-President & Director (Treasurer, GMAC Insurance Holdings, Inc., 1997 to present; Vice President and Treasurer, MIC, 1998 to present; 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 62 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 61 Director (Attorney, 2002 to present; Partner,Evelyn, Gittens & Farmer, a Barbados law firm (1986-2002)). Mr. Evelyn became a Director in 1986. Harvey J. Koning 62 Director (President, Grand Oldsmobile Center Inc., Grand Rapids, MI, 1983). 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, 2003. 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 PART II MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED PART III 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 14, 2003 or at any adjournment thereof and in particular to vote for: (i) The election of Mr. Harvey J. Koning to serve as a director representing the participating shareholders. (ii) The confirmation of Deloitte & Touche as the independent auditors of the Company for the current fiscal year. Dated this ________ day of __________, 2003. - ------------------------------ --------------------------- 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 GMAC INSURANCE HOLDINGS, INC., 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 14, 2003 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 confirmation of Deloitte & Touche as the independent auditors of the Company for the current fiscal year, (i) Dated this ________ day of ______________, 2003 GMAC INSURANCE HOLDINGS, INC. - ------------------------------ -------------------------------- 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-----