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, 2003
or
|_| 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 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 December 31, 2003, was $1,545,000.*
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
As of March 31,
Class 2003
--------------------------------- ---------------
Common Stock, no-par value 2,000
Participating Stock, no-par value 20,500
* Based on last 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, 2003 (the "Form 10-K") is being filed for the
exclusive purpose of filing an exhibit to the Form 10-K proxy materials sent to
the Registrant's shareholders to be held on May 12, 2004, 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, 2003 and 2002
(iii) Statements of Operations and Retained Earnings for the
years ended December 31, 2003, 2002 and 2001
(iv) Statements of Cash Flows for the years ended December 31,
2003, 2002 and 2001
(v) Statements of Changes in Stockholders' Equity for the years
ended December 31, 2003, 2002 and 2001
(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 10-Q, File No. 033-06534, for the quarterly period
ended June 30, 1996.
3(b) By-laws of the Company, as amended, filed by reference to
Exhibit 3(b) to Annual Report on Form 10-K, File No.
033-06534, for the year ended December 31, 2002.
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) Amendment to Principal Retrocession Agreement between
Motors Insurance Corporation and Registrant.**
4
10(c) 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.
10(d) Amendment to Supplemental Retrocession Agreement between
Motors Insurance Corporation and Registrant.**
10(e) 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(f) 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(g) 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.
14 Code of Ethics.**
20(a) Proxy Solicitation materials sent to shareholders in
connection with annual meeting to be held on May 14, 2004.*
31(a) Rule 13a-14(a)/15d-14(a) Certification of Principal
Executive Officer.***
31(b) Rule 13a-14(a)/15d-14(a) Certification of Principal
Financial Officer.***
32(a) Section 1350 Certification of Principal Executive
Officer.***
32(b) Section 1350 Certification of Principal Financial
Officer.***
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.
* Filed as an Exhibit herewith.
** Previously filed on April 8, 2004 as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003.
*** Filed as an Exhibit herewith. This Certification supplements the
Certification previously filed as an Exhibit to the Company's
Form 10-K for the year ended December 31, 2003 filed on
April 8, 2004.
(b) Reports on Form 8-K. No reports on Form 8-K for the year ended
December 31, 2003 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 3, 2004
6
EXHIBIT INDEX
Description of Document Exhibit No.
- ----------------------- -----------
Proxy Solicitation materials sent to shareholders
in connection with annual meeting to be 20(a)
held on May 12, 2004
Rule 13a-14a/15d-14a Certification of the Principal Executive
Officer of the Registrant 31(a)
Rule 13a-14a/15d-14a Certification of the Principal Financial
Officer of the Registrant 31(b)
Section 1350 Certification of Principal Executive Officer
of the Registrant 32(a)
Section 1350 Certification of Principal Financial Officer
of the Registrant 32(b)