As filed with the Securities and Exchange Commission on July 13, 1999
REGISTRATION NO. 333-78529
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post Effective Amendment No. 1
FORM S-4/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MOTOR CLUB OF AMERICA
(Exact name of registrant as specified in its charter)
NEW JERSEY 6331 22-0747730
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
95 Route 17 South
Paramus, New Jersey 07653-0931
(201) 291-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Stanley U. North III, Esq.
Sills Cummis Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, NJ 07102
(973) 643-7000
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Copies to:
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Gregory S. Fryer, Esq.
Verrill & Dana, LLP
One Portland Square
P.O. Box 586
Portland, ME 04112
(207) 774-4000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
The following is a list of exhibits filed as part of this Registration
Statement.
2.1 Agreement and Plan of Merger dated as of March 16, 1999 between Motor
Club of America and North East Insurance Company, as amended and restated as of
May 28, 1999 (Included as Annex A to the proxy statement/prospectus).
3.1 Articles of Incorporation of Motor Club (incorporated by reference to
__________)
3.2 Bylaws of Motor Club (incorporated by reference to __________)
5.1 Opinion of Sills Cummis Radin Tischman Epstein & Gross, P.A.,
regarding validity of the shares of Motor Club stock being registered.*
10.1 Undertaking and Agreement dated _______, 1999 among North East, Ronald
A. Libby and Motor Club.*
21.1 Subsidiaries of Motor Club*
23.1 Consent of PricewaterhouseCoopers LLP*
23.2 Consent of PricewaterhouseCoopers LLP*
23.3 Consent of Sills Cummis Radin Tischman Epstein & Gross, P.A. (Included
in the opinion filed as Exhibit 5.1 to this Registration Statement and
incorporated herein by reference)
24.1 Powers of Attorney (included on signature page to this Registration
Statement)
99.1 Form of Proxy of Motor Club
99.2 Form of Proxy of North East
99.3 Press Release of Motor Club, dated July 12, 1999*
99.4 Press Releaswe of North East, dated July 13, 1999*
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* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Paramus, New Jersey on July 13, 1999.
MOTOR CLUB OF AMERICA
By: /s/ Stephen A. Gilbert
_____________________________
Stephen A. Gilbert
President and Chief Executive Officer
Signature Title Date
/s/Stephen A. Gilbert President, Chief Executive July 13, 1999
- ------------------------ Officer and Director
Stephen A. Gilbert
/s/Patrick J. Haveron Executive Vice President, Chief July 13, 1999
- ------------------------ Financial Officer and Chief
Patrick J. Haveron Accounting Officer and Director
/s/Archer McWhorter Chairman of the Board and Director July 13, 1999
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Archer McWhorter
/s/William E. Lobeck, Jr. Director July 13, 1999
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William E. Lobeck, Jr.
/s/Archer McWhorter, Jr. Director July 13, 1999
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Archer McWhorter, Jr.
/s/Alvin E. Swanner Director July 13, 1999
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Alvin E. Swanner
/s/ Malcolm Galatin Director July 13, 1999
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Malcolm Galatin
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