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, 2001
Or
x 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 number)
incorporation or organization)
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:
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 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
PAGE 2
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, 2002, was $1,875,000.*
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 1, 2002
Common Stock, no-par value 2,000
Participating Stock, no-par value 25,000
* 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, 2001 (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 8, 2002, 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, 2001 and 2000.
(iii) Statements of Operations and Retained Earnings for the
years ended December 31, 2001, 2000 and 1999.
(iv) Statements of Cash Flows for the years ended December
31, 2001, 2000 and 1999.
(v) Statement of Changes in Stockholders' Equity for the
years ended December 31, 2001, 2000 and 1999.
(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.
PAGE 5
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.
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 8, 2002.
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, 2001 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 26, 2002