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