UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
ANNUITY AND LIFE RE (HOLDINGS), LTD.
(Name of Issuer)
COMMON SHARES, PAR VALUE $1.00
(Title of Class of Securities)
G03910109
(CUSIP Number)
-----------------------
INSURANCE PARTNERS ADVISORS, L.P.
ONE CHASE MANHATTAN PLAZA, 44TH FLOOR
NEW YORK, NY 10005
ATTENTION: ROBERT A. SPASS
TEL. NO.: (212) 898-8700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
APRIL 15, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 32 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 2 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 -- Contributions from partners
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,143,065 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,143,065 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,065 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 3 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,143,065 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,143,065 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,065 shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
PN
(1) Solely in its capacity as the general partner of Insurance Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 4 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar MGP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,143,065 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,143,065 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,065 shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
PN
(1) Solely in its capacity as the general partner of Insurance Genpar, L.P.,
which is the general partner of Insurance Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 5 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar MGP, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,143,065 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,143,065 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,065 shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON
CO
(1) Solely in its capacity as the general partner of Insurance GenPar MGP, L.P.,
which is the general partner of Insurance Genpar, L.P., which is the general
partner of Insurance Partners, L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 6 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance Partners Offshore (Bermuda), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00 -- Contributions from partners
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
NUMBER OF 629,985 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
629,985 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,985 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 7 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar (Bermuda), L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
NUMBER OF 629,985 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
629,985 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,985 shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
PN
(1) Solely in its capacity as the general partner of Insurance Partners Offshore
(Bermuda), L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 8 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar (Bermuda) MGP, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
NUMBER OF 629,985 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
629,985 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,985 shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
PN
(1) Solely in its capacity as the general partner of Insurance GenPar (Bermuda),
L.P., which is the general partner of Insurance Partners Offshore (Bermuda),
L.P.
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 9 of 32 Pages
---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Insurance GenPar (Bermuda) MGP, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
7 SOLE VOTING POWER
NUMBER OF 629,985 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
629,985 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
629,985 shares (1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
CO
(1) Solely in its capacity as the general partner of Insurance GenPar (Bermuda)
MGP, L.P., which is the general partner of Insurance GenPar (Bermuda), L.P.,
which is the general partner of Insurance Partners Offshore (Bermuda), L.P.
<PAGE>
Page 10 of 32 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Shares, par value
$1.00 per share, of Annuity and Life Re (Holdings), Ltd. (the "Company") and is
being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The address of the principal executive offices of
the Company is Victoria Hall, Victoria Street, P.O. Box HM1262, Hamilton HM FX,
Bermuda.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations promulgated under the Exchange Act, this Statement
is hereby filed by Insurance Partners, L.P., a Delaware limited partnership ("IP
Delaware"), Insurance GenPar, L.P., a Delaware limited partnership ("Insurance
GenPar"), Insurance GenPar MGP, L.P., a Delaware limited partnership ("IMGPLP"),
Insurance GenPar MGP, Inc., a Delaware corporation ("IMGPI"), Insurance Partners
Offshore (Bermuda), L.P., a Bermuda limited partnership ("IP Bermuda"),
Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership ("Insurance
GenPar Bermuda"), Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited
partnership ("IBMGPLP") and Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda
corporation ("IBMGPI"). IP Delaware, Insurance GenPar, IMGPLP, IMGPI, IP
Bermuda, Insurance GenPar Bermuda, IBMGPLP and IBMGPI are sometimes hereinafter
collectively referred to as the "Reporting Persons." IP Delaware and IP Bermuda
are sometimes hereinafter collectively referred to as "Insurance Partners." The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act, although neither the fact of this filing nor anything contained
herein shall be deemed an admission by the Reporting Persons that a group
exists.
(b) - (c)
IP DELAWARE
IP Delaware is a Delaware limited partnership, formed to invest in
securities of insurance entities to be selected by its investment committee. The
principal business address of IP Delaware, which also serves as its principal
office, is 201 Main Street, Fort Worth, Texas 76102. Pursuant to Instruction C
to Schedule 13D of the Exchange Act, information with respect to Insurance
GenPar, the sole general partner of IP Delaware, is set forth below.
INSURANCE GENPAR
Insurance GenPar is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of IP Delaware. The
<PAGE>
Page 11 of 32 Pages
principal business address of Insurance GenPar, which also serves as its
principal office, is 201 Main Street, Fort Worth, Texas 76102. Pursuant to
Instruction C to Schedule 13D of the Exchange Act, information with respect to
IMGPLP, the sole general partner of Insurance GenPar, is set forth below.
IMGPLP
IMGPLP is a Delaware limited partnership, the principal business of
which is serving as the sole general partner of Insurance GenPar. The principal
business address of IMGPLP, which also serves as its principal office, is 201
Main Street, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D
of the Exchange Act, information with respect to IMGPI, the sole general partner
of IMGPLP, is set forth below.
IMGPI
IMGPI is a Delaware corporation, the principal business of which is
serving as the sole general partner of IMGPLP. The principal business address of
IMGPI, which also serves as its principal office, is 201 Main Street, Fort
Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Exchange
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of
IMGPI, are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OF EMPLOYMENT
- ---- ---------------- --------------------
Robert A. Spass One Chase Manhattan Plaza Managing Partner of Insurance
44th Floor Partners Advisors, L.P.
New York, NY 10005
Daniel L. Doctoroff 65 East 55th Street Managing Partner of Insurance
New York, NY 10022 Partners Advisors, L.P.
Steven H. Gruber 65 East 55th Street Managing Partner of Insurance
New York, NY 10022 Partners Advisors, LP.
Insurance Partners Advisors, L.P. is a Delaware limited partnership,
the principal business of which is performing investment banking services for IP
Delaware, IP Bermuda and their portfolio companies. The principal business
address of Insurance Partners Advisors, L.P. is One Chase Manhattan Plaza, 44th
Floor, New York, New York 10005.
<PAGE>
Page 12 of 32 Pages
IP BERMUDA
IP Bermuda is a Bermuda limited partnership, formed to invest in
securities of insurance entities to be selected by its investment committee. The
principal business address of IP Bermuda, which also serves as its principal
office, is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton, HM EX,
Bermuda. Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information with respect to Insurance GenPar Bermuda, the sole general partner
of IP Bermuda, is set forth below.
INSURANCE GENPAR BERMUDA
Insurance GenPar Bermuda is a Bermuda limited partnership, the
principal business of which is serving as the general partner of IP Bermuda. The
principal business address of Insurance GenPar Bermuda, which also serves as its
principal office, is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton,
HM EX, Bermuda. Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information with respect to Insurance IBMGPLP, the sole general partner of
Insurance GenPar Bermuda, is set forth below.
IBMGPLP
IBMGPLP is a Bermuda limited partnership, the principal business of
which is serving as the sole general partner of Insurance GenPar Bermuda. The
principal business address of IBMGPLP, which also serves as its principal
office, is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton, HM EX,
Bermuda. Pursuant to Instruction C to Schedule 13D of the Exchange Act,
information with respect to Insurance IBMGPI, the sole general partner of
IBMGPLP, is set forth below.
IBMGPI
IBMGPI is a Bermuda corporation, the principal business of which is
serving as the sole general partner of IBMGPLP. The principal business address
of IBMGPI, which also serves as its principal office, is Cedar House, 41 Cedar
Avenue, P.O. Box HM 1179, Hamilton, HM EX, Bermuda. Pursuant to Instruction C to
Schedule 13D of the Exchange Act, the name, residence or business address, and
present principal occupation or employment of each director, executive director
and controlling person or IBMGPI are as follows:
<PAGE>
Page 13 of 32 Pages
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OF EMPLOYMENT
- ---- ---------------- -------------
Robert A. Spass See above See above
Daniel L. Doctoroff See above See above
Steven H. Gruber See above See above
Kenneth E.T. Robinson Appleby, Spurling & Kempe Attorney
41 Cedar Avenue
Hamilton, HM 12, Bermuda
Jill Virgil-Smith Appleby, Spurling & Kempe Attorney
41 Cedar Avenue
Hamilton, HM 12, Bermuda
Appleby, Spurling & Kempe is a law firm based in Bermuda. Its principal
business address is 41 Cedar Avenue, Hamilton, HM 12, Bermuda.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens
of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required by Insurance Partners to purchase
the Securities (as defined below), pursuant to the Purchase Agreements described
in Item 4, was $25,000,000. The funds were furnished from contributions from the
partners of Insurance Partners.
ITEM 4. PURPOSE OF TRANSACTION.
As of March 19, 1998, the Company entered into Securities Purchase
Agreements (the "Purchase Agreements") with each of IP Delaware and IP Bermuda
pursuant to which, subject to certain conditions, IP Delaware agreed to purchase
1,143,065 Common Shares and warrants to purchase 80,586 Common Shares for
$16,117,215.90 to purchase 44,414 Common Shares for $8,882,784.10 (such
<PAGE>
Page 14 of 32 Pages
Common Shares are collectively referred to as the "Shares," such warrants are
collectively referred to as the "Warrants" and the Shares and the Warrants are
collectively referred to as the "Securities").
At the closing under the Purchase Agreement on April 15, 1998, IP
Delaware and IP Bermuda purchased the Securities. The Warrants to purchase
additional Common Shares are exercisable as to one-third of the total Common
Shares on and after April 15, 1999, April 15, 2000 and April 15, 2001,
respectively, at an exercise price of $15.00 per share.
The Shares, the Warrants and the Common Shares issuable upon exercise
of the Warrants were not registered under the Securities Act of 1933, as amended
(the "Securities Act"). Pursuant to Registration Rights Agreements, dated April
15, 1998 (the "Registration Rights Agreements"), the Company has granted each of
IP Delaware and IP Bermuda certain demand and piggy-back registration rights
with respect to the Shares and the Common Shares issuable upon exercise of the
Warrants.
Under a letter agreement dated March 19, 1998 among IP Delaware, IP
Bermuda and the Company (the "Letter Agreement"), so long as Insurance Partners
owns at least 500,000 Common Shares, the Company shall nominate for election as
a director of the Company one person jointly selected by IP Delaware and IP
Bermuda. For so long as any person selected by Insurance Partners is a director
(and during the period after designation but before election), IP Delaware and
IP Bermuda will not vote or permit any of the Common Shares beneficially owned
by them to be voted for the election of any director of the Company, other than
the nominee of Insurance Partners. Paul H. Warren, an officer of IMGPI, IBMGPI
and Insurance Partners Advisors, L.P., has been appointed as a director of the
Company pursuant to the Letter Agreement.
The foregoing descriptions of the Purchase Agreements, the Registration
Rights Agreements and the Letter Agreement are qualified in their entirety by
reference to the Purchase Agreements, the Registration Rights Agreement and the
Letter Agreement, which are filed as exhibits hereto and are incorporated herein
by reference.
Insurance Partners purchased the Securities for investment purposes.
Insurance Partners expects to limit its involvement in the management of the
Company to representation on the Company's Board of Directors. The Reporting
Persons intend to review continuously their position in the Company. Depending
upon future evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions, stock market conditions, tax considerations and performance of the
Common Shares, each of the Reporting Persons may, from time to time, acquire
additional Common Shares or other securities, retain its Securities or dispose
of all or
<PAGE>
Page 15 of 32 Pages
a portion of its Securities, subject to any applicable legal and contractual
restrictions on their ability to do so (including the restrictions described in
Item 6 below).
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (b) through (j) of Item 4 of Schedule 13D of the
Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
IP DELAWARE
IP Delaware may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 1,143,065 Common Shares, which constitutes
approximately 4.5% of the 25,499,999 Common Shares deemed outstanding pursuant
to Rule 13d-3(d)(1)(i) of the Exchange Act. Additionally, IP Delaware has the
rights to acquire an additional 80,586 Common Shares pursuant to the Warrants
(which are not currently exercisable).
INSURANCE GENPAR
In its capacity as the sole general partner of IP Delaware, Insurance
GenPar may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the
beneficial owner of 1,143,065 Common Shares, which constitutes approximately
4.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule
13d-3(d)(1)(i) of the Exchange Act.
IMGPLP
In its capacity as the sole general partner of Insurance GenPar, which
is the sole general partner of IP Delaware, IMGPLP may, pursuant to Rule 13d-3
of the Exchange Act, be deemed to be the beneficial owner of 1,143,065 Common
Shares, which constitutes approximately 4.5% of the 25,499,999 Common Shares
deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act.
IMGPI
In its capacity as the sole general partner of IMGPLP, which is the
sole general partner of Insurance GenPar, which is the sole general partner of
IP Delaware, IMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to
be the beneficial owner of 1,143,065 Common Shares which constitutes
approximately 4.5% of the 25,499,999 Common Shares deemed outstanding pursuant
to Rule 13d-3(d)(1)(i) of the Exchange Act.
<PAGE>
Page 16 of 32 Pages
IP BERMUDA
IP Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed
to be the beneficial owner of 629,985 Common Shares which constitutes
approximately 2.5% of the 25,499,999 Common Shares deemed outstanding pursuant
to Rule 13d-3(d)(1)(i) of the Exchange Act. Additionally, IP Bermuda has the
rights to acquire up to an additional 44,414 Common Shares pursuant to the
Warrants (which are not currently exercisable).
INSURANCE GENPAR BERMUDA
In its capacity as the sole general partner of IP Bermuda, Insurance
GenPar Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be
the beneficial owner of 629,985 Common Shares, which constitutes approximately
2.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule
13d-3(d)(1)(i) of the Exchange Act.
IBMGPLP
In its capacity as the sole general partner of Insurance GenPar
Bermuda, which is the sole general partner of IP Bermuda, IBMGPLP may, pursuant
to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of
629,985 Common Shares which constitutes approximately 2.5% of the 25,499,999
Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange
Act.
IBMGPI
In its capacity as the sole general partner of IBMGPLP, which is the
sole general partner of Insurance GenPar Bermuda, which is the sole general
partner of IP Bermuda, IBMGPI may, pursuant to Rule 13d-3 of the Exchange Act,
be deemed to be the beneficial owner of 629,985 Common Shares which constitutes
approximately 2.5% of the 25,499,999 Common Shares deemed outstanding pursuant
to Rule 13d-3(d)(1)(i) of the Exchange Act.
(b) Except as set forth herein, none of the Reporting Persons has any
power to vote or to direct the vote or to dispose or to direct the disposition
of any Common Shares.
(c) Except as set forth herein, none of the persons named in response
to paragraph (a) has effected any transactions in Common Shares during the past
60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Shares
owned by such Reporting Person.
<PAGE>
Page 17 of 32 Pages
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In connection with the Company's initial public offering of Common
Shares, each of IP Delaware and IP Bermuda agreed in letter agreements (the
"Lock-up Agreements") that it would not directly or indirectly, without the
prior written consent of Prudential Securities Incorporated and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (as representatives of the underwriters of
such offering) and the Company, offer, sell, offer to sell, contract to sell,
transfer, assign, pledge, hypothecate, grant any option to purchase, or
otherwise sell or dispose (or announce any of the foregoing) of any Common
Shares or any other securities convertible into, or exercisable for, any Common
Shares or other capital stock of the Company for the period ending on April 8,
1999. Copies of the Lock-up Agreements are attached as exhibits hereto and are
incorporated herein by reference.
Except as described above in Item 4 (which is incorporated herein by
reference) and in this Item 6, there are no contracts, arrangements,
understandings or relationships between the Reporting Persons and any other
person with respect to the Common Shares or Warrants.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Description
- ------ -----------
Exhibit 1 Joint Filing Agreement.
Exhibit 2 Lock-up Agreement, dated April 8, 1998,
between IP Delaware, the Company and
certain underwriters named therein.
Exhibit 3 Lock-up Agreement, dated April 8, 1998,
between IP Bermuda, the Company and
certain underwriters named therein.
Incorporated by reference to Securities Purchase Agreement, dated as of
Exhibit 10.12 of the March 19, 1998, between the Company
Company's Registration and IP Delaware.
Statement on Form S-1 (File
No. 333-43301), filed with the
Commission
<PAGE>
Page 18 of 32 Pages
Exhibit
Number Description
- ------ -----------
Incorporated by reference to Securities Purchase Agreement, dated as of
Exhibit 10.12 of the March 19, 1998, between the Company
Company's Registration and IP Bermuda.
Statement on Form S-1 (File
No. 333-43301), filed with the
Commission
Incorporated by reference to Letter Agreement, dated as of March 19,
Exhibit 10.18 of the 1998, among the Company, IP Delaware
Company's Registration and IP Bermuda.
Statement on Form S-1 (File
No. 333-43301), filed with the
Commission
Incorporated by reference to Registration Rights Agreement, dated as of
Exhibit 10.13 of the April 15, 1998, between the Company and
Company's Registration IP Delaware.
Statement on Form S-1 (File
No. 333-43301), filed with the
Commission.
Incorporated by reference to Registration Rights Agreement, dated as of
Exhibit 10.13 of the April 15, 1998, between the Company and
Company's Registration IP Bermuda.
Statement on Form S-1 (File
No. 333-43301), filed with the
Commission.
<PAGE>
Page 19 of 32 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 15, 1998
INSURANCE PARTNERS, L.P.,
a Delaware limited partnership
By: Insurance GenPar, L.P.,
a Delaware limited partnership,
its General Partner
By: Insurance GenPar MGP, L.P.,
a Delaware limited partnership,
its General Partner
By: Insurance GenPar MGP, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR, L.P.,
a Delaware limited partnership
By: Insurance GenPar MGP, L.P.,
a Delaware limited partnership,
its General Partner
By: Insurance GenPar MGP, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
<PAGE>
Page 20 of 32 Pages
INSURANCE GENPAR MGP, L.P.,
a Delaware limited partnership
By: Insurance GenPar MGP, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR MGP, INC.,
a Delaware corporation
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE PARTNERS OFFSHORE
(BERMUDA), L.P.,
a Bermuda limited partnership
By: Insurance GenPar (Bermuda), L.P.,
a Bermuda limited partnership, its
General Partner
By: Insurance GenPar (Bermuda) MGP,
L.P., a Bermuda limited partnership, its
General Partner
By: Insurance GenPar (Bermuda) MGP,
Ltd., a Bermuda corporation, its
General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
<PAGE>
Page 21 of 32 Pages
INSURANCE GENPAR (BERMUDA), L.P.,
a Bermuda limited partnership
By: Insurance GenPar (Bermuda) MGP,
L.P., a Bermuda limited partnership, its
General Partner
By: Insurance GenPar (Bermuda) MGP,
Ltd., a Bermuda corporation, its
General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR (BERMUDA) MGP,
L.P., a Bermuda corporation
By: Insurance GenPar (Bermuda) MGP,
Ltd., a Bermuda corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR (BERMUDA) MGP,
LTD., a Bermuda corporation
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
<PAGE>
Page 22 of 32 Pages
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
Exhibit 1 Joint Filing Agreement. 23
Exhibit 2 Lock-up Agreement, dated April 8, 1998, between 27
IP Delaware, the Company and certain
underwriters named therein.
Exhibit 3 Lock-up Agreement, dated April 8, 1998, between 30
IP Bermuda, the Company and certain
underwriters named therein.
Incorporated by reference to Securities Purchase Agreement, dated as of
Exhibit 10.12 of the March 19, 1998, between the Company and
Company's Registration IP Delaware.
Statement on Form S-1 (File
No. 333-43301), filed with
the Commission
Incorporated by reference to Securities Purchase Agreement, dated as of
Exhibit 10.12 of the March 19, 1998, between the Company and
Company's Registration IP Bermuda.
Statement on Form S-1 (File
No. 333-43301), filed with
the Commission
Incorporated by reference to Letter Agreement, dated as of March 19, 1998,
Exhibit 10.18 of the among the Company, IP Delaware and IP
Company's Registration Bermuda.
Statement on Form S-1 (File
No. 333-43301), filed with
the Commission
Incorporated by reference to Registration Rights Agreement, dated as of
Exhibit 10.13 of the April 15, 1998, between the Company and
Company's Registration IP Delaware.
Statement on Form S-1 (File
No. 333-43301), filed with
the Commission.
Incorporated by reference to Registration Rights Agreement, dated as of
Exhibit 10.13 of the April 15, 1998, between the Company and IP
Company's Registration Bermuda.
Statement on Form S-1 (File
No. 333-43301), filed with
the Commission.
</TABLE>
Page 23 of 32 Pages
Exhibit 1
---------
Agreement Relating to Joint Filing
of Statement on Schedule 13D
----------------------------------
This will confirm the agreement by and between the undersigned that the
Statement on Schedule 13D (the "Statement") filed on or about this date with
respect to the beneficial ownership by the undersigned of common shares, $1.00
par value per share, of Annuity Life and Re (Holdings), Ltd. is being filed on
behalf of the undersigned.
Each of the undersigned hereby acknowledges that pursuant to Rule
13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, that
each person on whose behalf the Statement is filed is responsible for the timely
filing of such statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; and
that such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each of
the undersigned, and each of which, taken together, shall constitute one and the
same instrument.
Date: July 15, 1998
INSURANCE PARTNERS, L.P.,
a Delaware limited partnership
By: Insurance GenPar, L.P.,
a Delaware limited partnership,
its General Partner
By: Insurance GenPar MGP, L.P.,
a Delaware limited partnership,
its General Partner
By: Insurance GenPar MGP, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
<PAGE>
Page 24 of 32 Pages
INSURANCE GENPAR, L.P.,
a Delaware limited partnership
By: Insurance GenPar MGP, L.P.,
a Delaware limited partnership,
its General Partner
By: Insurance GenPar MGP, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR MGP, L.P.,
a Delaware limited partnership
By: Insurance GenPar MGP, Inc.,
a Delaware corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR MGP, INC.,
a Delaware corporation
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
<PAGE>
Page 25 of 32 Pages
INSURANCE PARTNERS OFFSHORE
(BERMUDA), L.P.,
a Bermuda limited partnership
By: Insurance GenPar (Bermuda), L.P.,
a Bermuda limited partnership, its
General Partner
By: Insurance GenPar (Bermuda) MGP,
L.P., a Bermuda limited partnership, its
General Partner
By: Insurance GenPar (Bermuda) MGP,
Ltd., a Bermuda corporation, its
General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR (BERMUDA), L.P.,
a Bermuda limited partnership
By: Insurance GenPar (Bermuda) MGP,
L.P., a Bermuda limited partnership, its
General Partner
By: Insurance GenPar (Bermuda) MGP,
Ltd., a Bermuda corporation, its
General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
INSURANCE GENPAR (BERMUDA) MGP,
L.P., a Bermuda corporation
By: Insurance GenPar (Bermuda) MGP,
Ltd., a Bermuda corporation,
its General Partner
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
<PAGE>
Page 26 of 32 Pages
INSURANCE GENPAR (BERMUDA) MGP,
LTD., a Bermuda corporation
By: /s/ Robert A. Spass
-----------------------
Name: Robert A. Spass
Title: President
Exhibit 2
---------
April 8, 1998
Prudential Securities Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
BT Alex. Brown Incorporated
CIBC Oppenheimer Corp.
Schroder & Co. Inc.
As Representatives of the several Underwriters
c/o Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Re: Annuity and Life Re (Holdings), Ltd.
Gentlemen:
In connection with the initial public offering (the "Offering") of
Common Shares, par value $1.00 per share (the "Common Shares") of Annuity and
Life Re (Holdings), Ltd. (the "Company"), the undersigned understands that the
Company has filed a Registration Statement on Form S-1 (as amended, the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the registration of approximately 19,262,500 Common Shares
(including 2,512,500 shares subject to an over-allotment option) in connection
with the Offering. The undersigned further understands that you are
contemplating entering into an Underwriting Agreement with the Company in
connection with the Offering. All terms not otherwise defined herein shall have
the same meanings as in the Underwriting Agreement.
In order to induce the Company, you and the other Underwriters to enter
into the Underwriting Agreement and to proceed with the Offering, the
undersigned agrees, for the benefit of the Company, you and the other
Underwriters, that should the Offering be effected, the undersigned will not,
without the prior written consent of the Company and Prudential Securities
Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf
of the Underwriters, directly or indirectly, offer, sell, offer to sell,
contract to sell, transfer, assign, pledge, hypothecate, grant any option to
purchase or otherwise sell or dispose (or announce any offer, sale, offer of
sale, contract of sale, transfer, assignment, pledge, hypothecation, grant of
any option to purchase or other sale or disposition) of (i) any Common Shares or
other capital stock of the Company or (ii) any other securities convertible
into, or exercisable or exchangeable for, any Common Shares or other capital
stock of the Company, beneficially owned (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) by the undersigned on the
<PAGE>
Page 28 of 32 Pages
date hereof or hereafter acquired for a period of one year subsequent to the
date of the final Prospectus filed with the Commission pursuant to Rule 424(b)
of the Securities Act of 1933, as amended (the "Act") promulgated by the
Commission, or if no filing under Rule 424(b) is made, the date of the final
Prospectus included in the Registration Statement when declared effective under
the Act.
Further, the undersigned agrees that prior to the effective date of the
Registration Statement, the undersigned will not, without the prior written
consent of the Company and Prudential Securities Incorporated and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, directly or
indirectly, offer, sell, offer to sell, contract to sell, transfer, assign,
pledge, hypothecate, grant any option to purchase or otherwise dispose or
transfer (or announce any offer, sale, offer of sale, contract of sale,
transfer, assignment, pledge, hypothecation, grant of any option to purchase or
other disposition or transfer) of (i) any Common Shares or other capital stock
of the Company or (ii) any other securities convertible into, or exercisable or
exchangeable for, any Common Shares or other capital stock of the Company,
beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) by the undersigned on the date hereof or
hereafter acquired.
The undersigned confirms that it understands that the Underwriters and
the Company will rely upon the representations set forth in this agreement in
proceeding with the Offering. This agreement shall be binding on the undersigned
and its respective successors, heirs, personal representatives and assigns.
<PAGE>
Page 29 of 32 Pages
It is understood that, if the Underwriting Agreement does not become
effective in accordance with its terms on or before June 30, 1998, this letter
agreement shall become null and void and of no further force or effect.
INSURANCE PARTNERS, L.P.
By: Insurance GenPar, L.P.,
its general partner
By: Insurance GenPar MGP, L.P.,
its general partner
By: Insurance GenPar MGP, Inc.,
its general partner
By: /s/ Paul H. Warren
----------------------
Name: Paul H. Warren
Title:
The foregoing is accepted and agreed
to as of the date first above written:
PRUDENTIAL SECURITIES MERRILL LYNCH, PIERCE,
INCORPORATED FENNER & SMITH INCORPORATED
By: /s/ Jean Claude Canfin By: /s/ Antonio Ursano, Jr.
- -------------------------- ---------------------------
Name: Jean-Claude Canfin Name: Antonio Ursano, Jr.
Title: Managing Director Title: Director
Page 30 of 32 Pages
Exhibit 3
---------
April 8, 1998
Prudential Securities Incorporated
Merrill Lynch, Pierce, Fenner & Smith Incorporated
BT Alex. Brown Incorporated
CIBC Oppenheimer Corp.
Schroder & Co. Inc.
As Representatives of the several Underwriters
c/o Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Re: Annuity and Life Re (Holdings), Ltd.
Gentlemen:
In connection with the initial public offering (the "Offering") of
Common Shares, par value $1.00 per share (the "Common Shares") of Annuity and
Life Re (Holdings), Ltd. (the "Company"), the undersigned understands that the
Company has filed a Registration Statement on Form S-1 (as amended, the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") for the registration of approximately 19,262,500 Common Shares
(including 2,512,500 shares subject to an over-allotment option) in connection
with the Offering. The undersigned further understands that you are
contemplating entering into an Underwriting Agreement with the Company in
connection with the Offering. All terms not otherwise defined herein shall have
the same meanings as in the Underwriting Agreement.
In order to induce the Company, you and the other Underwriters to enter
into the Underwriting Agreement and to proceed with the Offering, the
undersigned agrees, for the benefit of the Company, you and the other
Underwriters, that should the Offering be effected, the undersigned will not,
without the prior written consent of the Company and Prudential Securities
Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf
of the Underwriters, directly or indirectly, offer, sell, offer to sell,
contract to sell, transfer, assign, pledge, hypothecate, grant any option to
purchase or otherwise sell or dispose (or announce any offer, sale, offer of
sale, contract of sale, transfer, assignment, pledge, hypothecation, grant of
any option to purchase or other sale or disposition) of (i) any Common Shares or
other capital stock of the Company or (ii) any other securities convertible
into, or exercisable or exchangeable for, any Common Shares or other capital
stock of the
<PAGE>
Page 31 of 32 Pages
Company, beneficially owned (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) by the undersigned on the date
hereof or hereafter acquired for a period of one year subsequent to the date of
the final Prospectus filed with the Commission pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Act") promulgated by the Commission, or
if no filing under Rule 424(b) is made, the date of the final Prospectus
included in the Registration Statement when declared effective under the Act.
Further, the undersigned agrees that prior to the effective date of the
Registration Statement, the undersigned will not, without the prior written
consent of the Company and Prudential Securities Incorporated and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, directly or
indirectly, offer, sell, offer to sell, contract to sell, transfer, assign,
pledge, hypothecate, grant any option to purchase or otherwise dispose or
transfer (or announce any offer, sale, offer of sale, contract of sale,
transfer, assignment, pledge, hypothecation, grant of any option to purchase or
other disposition or transfer) of (i) any Common Shares or other capital stock
of the Company or (ii) any other securities convertible into, or exercisable or
exchangeable for, any Common Shares or other capital stock of the Company,
beneficially owned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) by the undersigned on the date hereof or
hereafter acquired.
The undersigned confirms that it understands that the Underwriters and
the Company will rely upon the representations set forth in this agreement in
proceeding with the Offering. This agreement shall be binding on the undersigned
and its respective successors, heirs, personal representatives and assigns.
<PAGE>
Page 32 of 32 Pages
It is understood that, if the Underwriting Agreement does not become
effective in accordance with its terms on or before June 30, 1998, this letter
agreement shall become null and void and of no further force or effect.
INSURANCE PARTNERS, L.P.
By: Insurance GenPar, L.P.,
its general partner
By: Insurance GenPar MGP, L.P.,
its general partner
By: Insurance GenPar MGP, Inc.,
its general partner
By: /s/ Paul H. Warren
----------------------
Name: Paul H. Warren
Title:
The foregoing is accepted and agreed
to as of the date first above written:
PRUDENTIAL SECURITIES MERRILL LYNCH, PIERCE,
INCORPORATED FENNER & SMITH INCORPORATED
By: /s/ Jean Claude Canfin By: /s/ Antonio Ursano, Jr.
- -------------------------- ---------------------------
Name: Jean-Claude Canfin Name: Antonio Ursano, Jr.
Title: Managing Director Title: Director
