MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
Annual Meeting April 29, 1993
PROXY STATEMENT
April 2nd, 1993
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 on April 29, 1993 at 12:00 noon at the
Miramar Conference Centre, Royal Pavilion 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 15,000 participating shares outstanding,
held by 250 persons representing 150 series. All the common
stock is held by Motors Insurance Corporation ("MIC"), which
organized the Company. Each share entitles the holder to one
vote on matters on which that class of stock is entitled to vote.
This proxy statement is accompanied by notice of the
meeting, financial statements for the year ended December 31,
1992 and a form of proxy.
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
NOTICE
NOTICE is hereby given that the Sixth Annual Meeting of the
Shareholders of MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
will be held at the Miramar Conference Centre, Royal Pavilion
Hotel, St. James, Barbados on Thursday the 29th day of April,
1993 at 12:00 noon for the following purposes:
1. Adoption of minutes of previous meeting.
2. To receive and consider the financial statements of the
Company for the twelve month period ended December 31, 1992
together with the auditors report thereon.
3. To elect directors and alternate directors.
4. To consider proposals to amend the Articles of
Incorporation.
5. To consider the proposal that Deloitte & Touche continue as
the Company's auditors until the next Annual Meeting of the
shareholders.
6. To conduct any other business that may properly be
transacted at an annual meeting.
DATED THE 2ND DAY OF APRIL, 1993
BY ORDER OF THE BOARD
Robert S. Kirby
AS SECRETARY OF
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
PROXY
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
I/We, , a member of the above-named company
hereby appoint Ronald W. Jones, Vice President-Finance of the
Company as my/our proxy to vote for me/us on my/our behalf at the
shareholders meeting to be held on the 29th day of April, 1993 or
at any adjournment thereof and in particular to vote for:
(i) The election of Mark Miller to serve as a director
representing the participating shareholders;
(ii) The approval of the amendments of the Company's
Articles of Incorporation as contained in the
proxy statement dated April 2nd, 1993; and
(iii) The confirmation of Deloitte & Touche as the
auditors of the Company for the current fiscal
year.
Dated this _____ day of April, 1993.
ELECTION OF DIRECTORS
The Company has a board of directors 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.
Mark Miller has been nominated to stand for election as
director by the participating shareholders. 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
common shareholder. It is anticipated that MIC will choose to
re-elect the incumbent directors.
Information regarding the age and current occupation of
directors to be re-elected by the common shareholder and the
person nominated as director to be elected by the participating
shareholders is set forth below.
Name Age Position with the Company and Other
Employment During the Past Five Years
Robert T. O'Connell 54 Chairman and Chief Executive Officer
and Director (Chairman of the Board,
General Motors Acceptance
Corporation, and MIC)
Mr. O'Connell has been Chairman and
Chief Executive Officer and a
Director since 1992.
Joseph J. Pero 53 President and Director (President and
Director, MIC).
Mr. Pero has been a Director since
1986. He served as Vice-president
from 1986 until 1987 when he was
appointed President.
Vincent K. Quinn 61 Executive Vice-President and Director
(Executive Vice-President and
Director, MIC).
Mr. Quinn has been a Director since
1986. He was appointed Executive
Vice-President in 1992.
Louis S. Carrio, Jr. 49 Vice-President and Director (Vice-
President, MIC).
Mr. Carrio has been a Vice-President
& Director since 1991.
Peter R.P. Evelyn 51 Director (Attorney, Evelyn Gittens &
Farmer, a Barbados Law firm).
Mr. Evelyn has been a Director since
1986.
Mark Miller
(Replacing James F. Wood) 43 Nominee for Director to be elected by
the participating shareholder
(President, Mark Miller Pontiac
Inc.).
ELECTION OF ALTERNATE DIRECTORS
The Company's Bylaws allow for the election of an alternate
director for a director. An alternate director may attend
meetings of directors and vote in respect of any matters
presented if the director for whom he is alternate is not
present. Alternate directors are elected for one year terms.
The common shareholder plans to elect Richard N. Carlson as the
alternate director for Vincent K. Quinn and Robert E. Capstack as
the alternate director for Louis S. Carrio, Jr. Mr. Carlson and
Mr. Capstack are both employes of MIC.
AMENDMENTS OF ARTICLES OF INCORPORATION
1. Dividends
The Company's Articles of Incorporation currently provide that
dividends, other than minimum dividends, may be declared and paid
only as a uniform percentage of the earned surplus attributable
to each series of shares. Management recommends that the
dividend section of the Company's Articles of Incorporation be
amended to permit dividends, other than minimum dividends, to be
declared and paid based on a varying percentage of earned surplus
and/or net income attributable to each series. This would give
the Board of Directors of the Company greater flexibility in
declaring dividends in two respects. First, it would permit the
Board of Directors of the Company to declare and pay dividends,
other than minimum dividends, based on earned surplus and/or net
income. Second, it would permit the percentage used in
calculating dividends to vary with the level of earned surplus
and/or net income of each series of shares. Accordingly,
Management proposes that the dividend section of the Company's
Articles of Incorporation be amended by replacing section 3(5)(b)
of the Articles with the following:
(b) Dividends, payable in cash or such other property
as the Board may determine, on a series of Shares or on
common shares, shall be declared and payable only if
the Company shall have, after giving effect to the
dividend, sufficient net assets, without regard to any
Letter of Credit or Guarantee, to meet the general
business solvency margin prescribed by the Exempt
Insurance Act and Section 51 of the Act; provided that
dividends with respect to any series of Shares may be
paid only out of earned surplus attributable to the
Subsidiary Capital Account identified with those
Shares, and only to the extent that, after giving
effect to the dividend, the capital and surplus
identified with that Subsidiary Capital Account
(without regard to any Guarantee or Letter of Credit)
would meet its pro rata share, based on allocable
premium income, of the minimum net assets required of
the Company under the Exempt Insurance Act. Subject to
the right of the holders of Shares to receive minimum
dividends pursuant to the following paragraph, to the
extent a dividend is declared on the Shares, it shall
be declared and paid subject to the foregoing
limitations for each series of Shares as a percentage
of the net income for the preceding calendar year
and/or earned surplus as of the end of the preceding
calendar year, attributable to each series, provided
that such percentage may vary among series of Shares
with the level of net income and/or earned surplus.
Dividends shall only be declared and paid on Common
shares to the extent that the earned surplus
attributable to Common shares exceeds Restricted Earned
Surplus.
2. Redemptions
The Company's Articles of Incorporation currently provide that,
in certain circumstances, participating shareholders have a right
to have their shares redeemed by the Company without approval of
the Board of Directors. Management recommends that the
redemption section of the Company's Articles of Incorporation be
amended to require approval by the Board of Directors of all
redemptions of shares. This would give the Board of Directors
the flexibility to prevent redemptions in circumstances where,
for example, unexpired risks attributable to the shares for which
redemption is sought appear likely to generate underwriting
losses that would be borne entirely by other shareholders if
redemption were permitted. Accordingly, Management proposes that
the redemption section of the Company's Articles of Incorporation
be amended by replacing section 3(6) of the Articles with the
following:
(6) REDEMPTION
Subject to compliance with any applicable statute or
act, the Company may redeem any of its issued and
outstanding Common shares and/or Shares if:
(a) In the case of a redemption of Shares, all Shares
of the series involved are redeemed and the redemption
of such Shares is approved by a majority of the Board,
provided that the Director representing holders of the
Shares votes in favor of the redemption.
(b) In the case of a redemption of Common shares, such
redemption is approved by a majority of all Shares
issued and outstanding and a majority of the Board.
The redemption of Shares and Common shares shall be
effective on the last business day of the calendar year
in which the redemption was approved by the Board, and
in the case of a redemption of Common Shares, by
holders of the Shares. Such date is herein called the
"Redemption Date."
The consideration payable to the holders of redeemed
Shares or Common shares shall be the Subsidiary Capital
Account balance of such shares as of the Redemption
Date, as adjusted by the Board to reflect unrealized
gains and losses on investments held by the Company and
any contingent liabilities allocable to such account.
Such consideration shall be paid within five (5) months
of the Redemption Date, provided that the holder of the
redeemed Shares or Common shares shall have delivered
to the Company, certificates representing the shares
being redeemed duly endorsed and accompanied by such
other documents as the Company may require. Such
consideration shall bear interest from the Redemption
Date until the earlier of the date of payment or the
date that is five (5) months from the Redemption Date,
at a rate equal to the rate of interest paid on 26-week
United States Treasury Bills for the issue following
the Redemption Date.
Upon redemption of the shares as aforesaid, the
holder(s) thereof shall cease to have any further
interest in the shares being redeemed. Shares of any
class redeemed pursuant to this Section 3(6) shall
return to the status of authorized but unissued shares
of such class.
ELECTION OF AUDITORS
It is proposed to confirm the selection of Deloitte &
Touche, Bridgetown, Barbados as the auditors of the Company for
the current fiscal year. The auditors through their Detroit
office also serve as auditors of MIC.
PROXY
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
MOTORS INSURANCE CORPORATION ("MIC"), a shareholder of
Motors Mechanical Reinsurance Company, Limited, a Barbados
Corporation (the "Corporation"), hereby appoints RICHARD N.
CARLSON as its proxy to vote for it and on its behalf, with
respect to all shares in the Corporation owned by MIC, at (i) the
special meeting of shareholders of the Corporation to be held on
April 29, 1993, and at any meeting or meetings held in lieu of,
or in substitution for said special meeting, and any adjournment
thereof, and (ii) the annual meeting of shareholders of the
Corporation to be held on April 29, 1993, and any adjournments
thereof.
Dated April , 1993
MOTORS INSURANCE CORPORATION
By:
Joseph J. Pero, President
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
Annual Meeting April 8, 1994
PROXY STATEMENT
March 15, 1994
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 on April 8, 1994 at 12:00 noon at the
Miramar Conference Centre, Royal Pavilion 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 19,700 participating shares outstanding,
held by 355 persons representing 197 series. All the common
stock is held by Motors Insurance Corporation ("MIC"), which
organized the Company. Each share entitles the holder to one
vote on matters on which that class of stock is entitled to vote.
This proxy statement is accompanied by notice of the
meeting, financial statements for the year ended December 31,
1993 and a form of proxy.
ELECTION OF DIRECTORS
The Company has a board of directors 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.
Donald C. Mealey has been nominated to stand for
election as director by the participating shareholders. 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
common shareholder. It is anticipated that MIC will choose to
re-elect the incumbent directors.
Information regarding the age and current occupation of
directors to be re-elected by the common shareholder and the
person nominated as director to be elected by the participating
shareholders is set forth below.
Name Age Position with the Company and Other
Employment During the Past Five Years
Robert T. O'Connell 55 Chairman and Chief Executive Officer
and Director (Chairman of the Board,
General Motors Acceptance
Corporation, and MIC)
Mr. O'Connell has been Chairman and
Chief Executive Officer and a
Director since 1992.
Joseph J. Pero 54 President and Director (President and
Director, MIC).
Mr. Pero has been a Director since
1986. He served as Vice-president
from 1986 until 1987 when he was
appointed President.
Vincent K. Quinn 62 Executive Vice-President and Director
(Executive Vice-President and
Director, MIC).
Mr. Quinn has been a Director since
1986. He was appointed Executive
Vice-President in 1992.
Louis S. Carrio, Jr. 50 Vice-President and Director (Vice-
President, MIC).
Mr. Carrio has been a Vice-President
& Director since 1991.
Peter R.P. Evelyn 52 Director (Attorney, Evelyn Gittens &
Farmer, a Barbados Law firm).
Mr. Evelyn has been a Director since
1986.
Donald C. Mealey
(Replacing Mark Miller) 43 Nominee for Director to be elected by
the participating shareholders
(President, Don Mealey Chevrolet
Inc.).
ELECTION OF ALTERNATE DIRECTORS
The Company's Bylaws allow for the election of an
alternate director for a director. An alternate director may
attend meetings of directors and vote in respect of any matters
presented if the director for whom he is alternate is not
present. Alternate directors are elected for one year terms.
The common shareholder plans to elect Richard N.
Carlson as the alternate director for Vincent K. Quinn and Robert
E. Capstack as the alternate director for Louis S. Carrio, Jr.
Mr. Carlson and Mr. Capstack are both employes of MIC.
AMENDMENTS OF RESTATED ARTICLES OF INCORPORATION
The Company's Restated Articles of Incorporation were
recently amended to permit redemption of a series of
participating shares by the Board of Directors in its discretion
and to eliminate the right of participating shareholders to have
their shares redeemed in certain circumstances without approval
of the Board of Directors. Further review of the redemption
provisions has led Management to recommend further changes.
First, if the Board were to cause the redemption of a
series that was in a net deficit position and which generated
further run-off losses, the redemption would not be effective
until the end of the calendar year, and any run-off losses after
redemption would be allocated entirely to the subsidiary capital
accounts of the other series of participating shares. Management
proposes to amend the Articles (i) to give the Board authority to
make the redemption effective at any time prior to year end and
(ii) to allocate any net deficit in run-off first to the
subsidiary capital account for the common stock (to the extent of
"restricted earned surplus") before allocating any remaining
deficit to the accounts for the participating shares.
Second, management has been advised by legal counsel
that the Barbados Companies Act has been interpreted to require
that common stock must be non-redeemable in all circumstances.
Therefore, certain provisions of the Articles that had permitted
redemption of the common stock and had given the common
shareholder the right to force liquidation of the Company if its
request for redemption were not met, must be eliminated. Several
corresponding changes to the Articles are necessary to give full
effect to this change.
As a result of the cumulative amendments to the
Articles of Incorporation (if approved by the shareholders), the
redemption provisions generally will operate as follows. The
only class of stock that may be redeemed will be the
participating shares. Shares of an entire series may be redeemed
by vote of the Board of Directors, including the vote of the
Director elected by the participating shareholders. The
redemption will be effective on a date specified by the Board but
no later than the end of the calendar year. At the effective
date, any positive balance in the redeemed series' subsidiary
capital account (as determined by the Board) will be paid to the
holder(s) of the redeemed shares. After redemption, any
quarterly deficits in the run-off will be allocated first to the
common stock, up to the balance of restricted earned surplus, and
the remainder to the other participating shareholder's accounts.
Accordingly, Management proposes that the sections of
the Company's Restated Articles of Incorporation indicated below
be amended to read as follows:
Section 3(1)(8)(b) Allocation to Subsidiary Capital Accounts
Where all shares of a series of Shares are repurchased
by the Company pursuant to Section 4 below or redeemed
in accordance with the Company's procedures for
redemption set forth in Section 3(6) below, the
Subsidiary Capital Account for such series shall be
terminated as of the Repurchase Date or Redemption Date
(as those terms are defined in Sections 4 and 3(6)
respectively). Thereafter, all income, expenses, gains
and losses that would have been allocated to the
terminated account will be allocated among the
Subsidiary Capital Accounts of the existing series of
Shares pro rata based upon relative earned premiums
attributable to such accounts for the calendar quarter
in which the item was earned or incurred; provided,
however, that a net deficit for any such period shall
be allocated in accordance with the provisions of
Section 3(1)(7).
Section 3(4) Liquidation
The Company may be liquidated upon the vote of the
holders of at least seventy-five percent (75%) of the
Shares. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs
of the Company, after payment of all liabilities of the
Company, each holder of Shares of a series shall be
entitled to receive an amount equal to his share (based
on his proportionate ownership of such series) of the
Subsidiary Capital Account balance related to his
series of Shares before any distribution of the assets
of the Company shall be made to holders of the Common
shares. After such payment shall have been made in
full to the holders of the outstanding Shares, or funds
necessary for such payment shall have been set aside in
trust for the account of the holders of the outstanding
Shares so as to available therefor, the holders of the
outstanding Shares shall be entitled to no further
participation in the distribution of the assets of the
Company, and the remaining assets of the Company, if
any, shall be divided and distributed among the holders
of the Common shares then outstanding pro rata based on
their respective shares. A consolidation or merger of
the Company, or sale or transfer of all or
substantially all its assets, or any purchase or
redemption of shares of the Company of any class or
series, shall not be regarded as a "liquidation,
dissolution, or winding up" within the meaning of this
paragraph.
Section 3(5)(d) Dividends
In no event shall any dividend whatever be paid upon or
declared or set apart for the Common shares, unless and
until all minimum annual dividends required to be paid
on the then outstanding Shares for the then current
period shall have been paid or declared and set apart
for payment.
PROXY
MOTORS MECHANICAL REINSURANCE COMPANY, LIMITED
I/We, , a member of the above-named company
hereby appoint Ronald W. Jones, Vice President-Finance of the
Company as my/our proxy to vote for me/us on my/our behalf at the
shareholders meeting to be held on the 8th day of April, 1994 or
at any adjournment thereof and in particular to vote for:
(i) The election of Donald C. Mealey to serve as a
director representing the participating
shareholders;
(ii) The approval of the amendments of the Company's
Restated Articles of Incorporation as contained in
the proxy statement dated March 15, 1994; and
(iii) The confirmation of Deloitte & Touche as the
auditors of the Company for the current fiscal
year.
Dated this _____ day of April, 1994.