MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
NOTICE
NOTICE is hereby given that the Fifteenth Annual Meeting of the Shareholders of
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED (the "Company") will be held at
the Tamarind Cove Hotel, St. James, Barbados on Wednesday, May 8, 2002 at 11:00
a.m. for the following purposes:
1. Adoption of minutes of the previous Annual Meeting of Shareholders held on
May 9, 2001.
2. To receive and consider the financial statements of the Company for the
twelve month period ended December 31, 2001 together with the independent
auditors' report thereon.
3. To elect the Company's directors.
4. To consider proposed amendments to the Company's By-Law No. 1.
5. To confirm the appointment of Deloitte & Touche as the Company's
independent auditors for the year ended December 31, 2002.
6. To conduct any other business that may properly be transacted at an annual
meeting.
DATED THE 10th DAY OF APRIL, 2002
BY ORDER OF THE BOARD
MICHAEL BOYCE
AS SECRETARY OF
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
Annual Meeting May 8, 2002
PROXY STATEMENT
April 10, 2002
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 8,
2002 at 11:00 a.m. at the Tamarind Cove 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 25,000
participating shares outstanding, held by 448 persons representing 250 series.
All of the Company's outstanding common stock is held by Motors Insurance
Corporation ("MIC"), which organized the Company. Each share of common stock and
each participating share entitles the holder to one vote on matters on which
that class of stock is entitled to vote. The amendment to the Company's By-Law
No. 1 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.
This proxy statement is accompanied by notice of the meeting, audited
financial statements for the year ended December 31, 2001 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 election as director
by the holders of participating shares. 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 holder of the common
stock (MIC). 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 holder of the common stock and the person
nominated to be elected as director by the holders of participating shares is
set forth below.
Position with the Company and Other
Name Age Employment During the Past Five Years
---- --- -------------------------------------
William B. Noll 59 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 49 Executive Vice-President and Director
(Senior Vice President, MIC, 1998; Vice President,
MIC, 1994-1998).
Mr. Callahan became Executive Vice-President andn
Director in 1999.
John J. Dunn, Jr. 43 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.
Robert E. Capstack 61 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 60 Director
(Attorney, 2002; Partner, Evelyn Gittens & Farmer,
a Barbados law firm, 1986-2002).
Mr. Evelyn became a Director in 1986.
Harvey J. Koning 61 Nominee for Director to be elected by the
participating shareholders. (President, Grand
Oldsmobile Center Inc., Grand Rapids, Michigan,
1983).
AMENDMENT OF BY-LAW NO. 1
The Company's By-Law No. 1 currently provides that each member of the
Company's Board of Directors, including the Director elected by the holders of
participating shares (the "Participating Director"), is generally elected to
serve for a term of one year. Directors elected by the holder of the Company's
outstanding common stock (MIC) are eligible for re-election, but the
Participating Director is not. Management believes that it would be beneficial
for Participating Directors to be eligible to be re-elected to serve one
additional term and for individuals who have previously served as a
Participating Director, to be elected again. Accordingly, Management proposes
that the second sentence of By-Law No. 1, Section 4.3 be amended to read as
follows:
The duties of such committee shall be limited to the nomination of a
person, who may not be an incumbent director serving a second term, to
stand for election, or re-election, as a director by the holders of
the participating shares at the next annual meeting.
and that By-Law No. 1, Section 4.5 be amended to read as follows:
Tenure: Unless his tenure is sooner determined, a director shall
hold office from the date on which he is elected or appointed until
the close of the annual meeting of the shareholders next following or
until his successors are elected or appointed, whichever shall last
occur, provided that a director elected by holders
of the common shares shall be eligible for re-election to serve an
unlimited number of terms and a director elected by holders of
participating shares shall be eligible for re-election to serve one
additional term. Subject to the foregoing, nothing herein shall
prevent an individual who is not an incumbent director, but who has
previously served as a director elected by holders of participating
shares, from being elected to serve as a director.
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, 2002.
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 8, 2002
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 adoption of amendments to the Company's By-Law No. 1 as contained
in the Company's Proxy Statement dated April 10, 2002.
(iii) The confirmation of Deloitte & Touche as the independent auditors of
the Company for the current fiscal year.
(iv) Consideration of any other matters which may properly be brought
before the meeting or any adjournment thereof.
Dated this ________ day of __________, 2002.
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Signature Print Name
As a Shareholder in Series # __________
(for identification purposes, please indicate the series in which
you are a shareholder)
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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
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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
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PROXY
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
COMMON SHAREHOLDER
MOTORS INSURANCE CORPORATION, a member of the above-named company, hereby
appoints John J. Dunn, Jr. 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 8, 2002 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 By-Law No. 1 as contained in
the Company's Proxy Statement dated April 10, 2002.
(iii) The confirmation of Deloitte & Touche as the independent auditors of the
Company for the current fiscal year.
(iv) Consideration of any other matters which may properly be brought before the
meeting or any adjournment thereof.
Dated this ________ day of __________, 2002
MOTORS INSURANCE CORPORATION
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Signature Print Name
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