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)
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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)
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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
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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
II-1
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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
II-4
<PAGE>
MOTOR CLUB OF AMERICA ANNOUNCES
SHAREHOLDERS APPROVE NORTH EAST ACQUISITION;
NORTH EAST SHAREHOLDERS MEETING ADJOURNED WITHOUT VOTE
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Paramus, NJ, July 12, 1999 - Motor Club of America (NASDAQ: MOTR)
("Company") announced today that its shareholders had approved the acquisition
of North East Insurance Company (NASDAQ:NEIC) ("North East") and an alternative
plan of financing the acquisition which would enable the Company to raise up to
$10 million in convertible subordinated debentures.
The Company reported that it had been informed by North East that its
special shareholders' meeting had been adjourned, as sufficient number of
proxies to constitute a quorum had not been received. The Company also reported
that North East has adjourned its special meeting until July 20, 1999. The
Company has indicated its willingness to extend until July 23, 1999 the date by
which the acquisition must be consummated, beyond which date either party may
terminate the Merger Agreement. It is a condition of the Merger that at least
75% of the North East shares must approve the same.
Motor Club of America is a property and casualty insurance holding company.
Motor Club of America Insurance Company writes personal automobile insurance.
Preserver Insurance Company writes small commercial and homeowners insurance.
Both companies are separately rated B+ (Very Good) by A.M. Best Company.
NORTH EAST TO RECONVENE SHAREHOLDER MEETING ON MERGER VOTE
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SCARBOROUGH, Maine, July 13, 1999 -- North East Insurance Company (Nasdaq:
NEIC) today announced that it has adjourned its July 12 shareholder meeting for
lack of a quorum. The meeting will reconvene on Tuesday, July 20, 1999 at 4:00
p.m. The meeting was called to seek approval of a proposed merger agreement with
Motor Club of America (Nasdaq:MOTR).
"As previously announced," said Robert G. Schatz, Chairman and CEO of North
East, "we have a very high quorum requirement for a transaction of this nature.
The proposed merger requires the affirmative vote of holders of at least 75% of
the outstanding shares of North East common stock. To date not enough
shareholders have voted on the transaction. We adjourned the meeting for another
eight days to allow our shareholders additional time to submit their proxies."
Schatz continued, "Of the shares voted so far, a very large percentage are
in favor of the transaction. This is consistent with the views of our Board of
Directors, which has unanimously approved the merger with Motor Club."
Motor Club also held a meeting of its shareholders July 12. It announced
that Motor Club shareholders voted to approve the transaction.
North East Insurance Company is a property and casualty insurer located in
Scarborough, Maine.
