SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 AMENDMENT NO. 1 TO FORM 10-Q X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange - ---- Act of 1934 For quarterly period ended June 30, 2002 ---------------------------- Transition report pursuant to Section 13 or 15(d) of the Securities - ---- Exchange Act of 1934 For the transition period from to --------- --------- Commission File Number 333-34088 -------------------- Integon Re (Barbados), Limited - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Barbados N/A - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Financial Place, Collymore Rock, St. Michael, Barbados N/A - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (246) 436-4895 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 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 for 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 the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class As of June 30, 2002 ----- ------------------- Common Stock, no par-value 1,000,000 This Amendment No. 1 to the Form 10-Q of Integon Re (Barbados), Limited (the "Company") for the quarter ended June 30, 2002, is being filed for the purposes of adding the "Recent Development" section to the Management's Discussion and Analysis of Financial Condition and Results of Operations and to provide the certifications required by Section 906 of the Sarbanes-Oxley Act of 2002. Item 2. Management's Discussion And Analysis of Financial Condition And Results of Operations Liquidity The Company was incorporated on March 20, 2000 and as of June 30, 2002, had not commenced operations. When it does, its liquidity requirements will relate to payment of insurance losses, administrative expenses, and dividends. Premiums generated by the Company's reinsurance business, combined with investment earnings plus proceeds from the sale of the Company's Participating Shares, will be its principal sources of funds. The Company believes that such funds will be sufficient to meet its liquidity requirements in 2002 and in future years to which its reinsurance liabilities will extend. No capital expenditures are expected during the next few years. Capital Resources The Company's capitalization on December 31, 2001 and June 30, 2002, consisted of paid in capital with respect to the Common Stock of $1,000,000, and earnings retained for use in its business in the amount of $76,262 and $81,221, respectively. In the future, the Company's capitalization will also include paid in capital with respect to the Participating Shares which will range from $125,000 to $7,500,000 (depending on the number of Participating Shares sold). Barbados insurance law requires that the Company maintain a minimum capitalization of $125,000 and, in addition, that the recorded value of the Company's assets exceed its liabilities by: (a) $125,000 where the Company's earned premium in the preceding financial year did not exceed $750,000; (b) an amount equal to 20% of the Company's earned premium for the preceding financial year, where such income exceeded $750,000 but did not exceed $5,000,000; and (c) an amount equal to the aggregate of $1,000,000 and 10% of the amount by which the Company's earned premium for the preceding financial year exceeded $5,000,000. If the Company's net assets are less than mandated by Barbados law, the Company has the right to reduce the business related to a Subsidiary Capital Account by retrocession or any other means to the extent necessary to permit the Subsidiary Capital Account to meet its pro rata share of the Company's required capital and surplus. Results of Operations Because the Company has not commenced operations as of June 30, 2002, the Company's only income since incorporation has consisted of investment income that the Company earned on paid in capital with respect to the Common Stock. For the three and six-month periods ended June 30, 2002, the Company had investment income of $2,589 and $4,959, respectively, compared with $9,691 and $22,013 of investment income for the comparable periods of the prior year. The reduction in investment income in the quarter and six-month periods under review compared to the comparable periods of the prior year is attributable to reductions in the rate of interest received on the Company's investments. Recent Developments As of August 1, 2002, the Company had received and accepted subscriptions for 600 shares of its Participating Stock and the Company intends to issue shares and commence operations in August of 2002. Forward-Looking Statements The foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations contains various forward looking statements within the meaning of applicable federal securities laws and are based upon the Company's current expectations and assumptions concerning future events, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. SIGNATURES Pursuant to the requirements 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. INTEGON RE (BARBADOS), LIMITED (Registrant) By: s/Ronald W. Jones ------------------ Ronald W. Jones Vice President, Finance Signing on behalf of the Registrant, and Principal Financial Officer Dated: August 2, 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Integon Re (Barbados), Limited (the "Company") on Form 10-Q for the period ending June 30, 2002 as previously filed with the Securities and Exchange Commission and as amended by this Amendment No. 1 (the "Report"), Gary Y. Kusumi, Chief Executive Officer of the Company, and Ronald W. Jones, Vice-President-Finance of the Company, each certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Gary Y. Kusumi -------------------------- Gary Y. Kusumi August 5, 2002 -------------------------- Date /s/ Ronald W. Jones -------------------------- Ronald W. Jones August 5, 2002 -------------------------- Date