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 333-34088
INTEGON RE (BARBADOS), LIMITED
(Exact name of registrant as specified in its charter)
Barbados Not Applicable
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One Financial Place
Collymore Rock
St. Michael, Barbados, W.I. Not Applicable
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (246) 436-4895
Securities registered pursuant to Section 12(b) of the Act: None
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 / / 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.
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES / / No / /
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 15, 2003
----- --------------------
Common Stock, no-par value 1,000,000
Participating Stock, no-par value 600
Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of June 28, 2002 was 0.*
* Based on current offering price of $250.00 per share.
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 19, 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.
2
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 Income and Retained Earnings for the years
ended December 31, 2002 and December 31, 2001 and the
period from March 20, 2000 to December 31, 2000.
(iv) Statements of Cash Flows for the years ended December 31,
2002 and December 31, 2001 and the period March 20, 2000 to
December 31, 2000.
(v) Statement of Changes in Shareholders' Equity for the years
ended December 31, 2002 and December 31, 2001 and the
period from March 20, 2000 to December 31, 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) Articles of Incorporation.**
3(b) By-Laws.**
4 Instruments defining rights of security holders. See
Exhibits 3(a), 3(b) and 10(c).
10(a) Retrocession Agreement between Motors Insurance Corporation
and Registrant.*
3
10(c) Specimen Stock Purchase Agreement.*
10(d) Stock Purchase Agreement between Registrant and Integon
Corporation.*
10(e) Insurance Management Agreement between Registrant and Aon
Insurance Managers (Barbados) Ltd.*
10(f) Investment Management Agreement between Registrant and
BlackRock International, Ltd.*
20(a) Proxy solicitation materials sent to shareholders in
connection with annual meeting to be held May 19, 2003.
99(a) Certification of Gary Y. Kusumi pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.**
99(b) Certification of Ronald W. Jones pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.**
99(c) Guarantee issued by the Minister of Finance of Barbados.**
* Previously filed as an exhibit to the Registrant's
Registration Statement on Form S-1, File No. 333-34088.
** 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.
4
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.
INTEGON RE (Barbados), LIMITED
(Registrant)
By: /s/ Ronald W. Jones
-------------------------------
Ronald W. Jones
Vice-President, Finance
Date: May 2, 2003
CERTIFICATIONS
I, Gary Y. Kusumi, Chief Executive Officer of Integon Re (Barbados), Limited,
certify that:
1. I have reviewed this annual report on Form 10-K of Integon Re (Barbados),
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 quarterly 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
consolidate 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 quarterly report (the "Evaluation Date"); and
c) presented in this annual report out 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/ Gary Y. Kusumi
-----------------------------------
Gary Y. Kusumi
Chairman, Chief Executive Officer,
President and Director
I, Ronald W. Jones, Principal Financial Officer of Integon Re (Barbados),
Limited, certify that:
1. I have reviewed this annual report on Form 10-K of Integon Re (Barbados),
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 quarterly 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
consolidate 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 quarterly report (the "Evaluation Date"); and
c) presented in this annual report out 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
Vice President, Finance and
Principal Financial Officer