================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 1
to
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.
54 Thompson Street
New York, NY 10012
Attention: Robert A. Spass
Tel. No.: (212) 965-0800
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
October 25, 1999
(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).
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Page 1 of 19 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 2 of 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 3 of 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
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 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
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 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
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 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. G03910109 Page 7 of 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
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 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
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 19 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 -0- shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
-0- shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- 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)
0%
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 19 Pages
Item 1. Security and Issuer.
This Amendment No. 1 amends and supplements the statement on Schedule
13D filed on July 15, 1998 and relates to the Common Shares, par value $1.00 per
share, of Annuity and Life Re (Holdings), Ltd. (the "Company"). This Amendment
is being filed pursuant to Rule 13d-2 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 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented by the addition thereof of
the following:
"(a) As of the date of this Amendment No. 1 to Schedule 13D,
the Reporting Persons no longer own Common Shares of the Company.
(b) Not applicable.
(c) On October 25, 1999, Insurance Partners, L.P. and
Insurance Partners Offshore (Bermuda), L.P. (collectively, the
"Sellers"), Overseas Partners Ltd. ("Overseas") and the Company
executed a Stock Purchase Agreement (the "Agreement") pursuant to which
Overseas paid the Sellers $38,315,610.50 for a total of 1,773,050
Common Shares (the "Shares") and $906,250.00 for a total of 125,000
class B warrants of the Company (the "Warrants"). The closing of the
purchase of the Shares and Warrants took place on October 26, 1999.
In addition, pursuant to the Agreement, the Sellers assigned
their rights and obligations under two registration rights agreements,
one between Insurance Partners, L.P. and the Company and the other
between Insurance Partners Offshore (Bermuda), L.P. and the Company, to
Overseas. The Sellers also assigned their right, pursuant to a letter
agreement with the Company, to designate one director of the Company,
to Overseas.
(d) Not applicable.
(e) As of October 26, 1999, the Reporting Persons no longer
beneficially own Common Shares of the Company. Accordingly, this
Amendment No. 1 to Schedule 13D constitutes the final amendment."
<PAGE>
Page 11 of 19 Pages
Item 7. Material to be filed as Exhibits.
Exhibit
Number Description
- ------ -----------
Exhibit 4 Joint Filing Agreement.
<PAGE>
Page 12 of 19 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: October 29, 1999
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 13 of 19 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 14 of 19 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 15 of 19 Pages
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
Exhibit 4 Joint Filing Agreement. 16
Page 16 of 19 Pages
Exhibit 4
Agreement Relating to Joint Filing
of Statement on Schedule 13D
This will confirm the agreement by and between the undersigned that the
Amendment No. 1 to the 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: October 29, 1999
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 17 of 19 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 18 of 19 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 19 of 19 Pages
INSURANCE GENPAR (BERMUDA)
MGP, LTD., a Bermuda corporation
By: /s/ Robert A. Spass
-------------------
Name: Robert A. Spass
Title: President
