Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32995
Prospectus Supplement No. 3
to
Prospectus Dated August 10, 1998,
as supplemented by
Prospectus Supplement No. 1, dated August 10, 1998,
and
Prospectus Supplement No. 2, dated August 13, 1998.
-----------------
STIRLING COOKE BROWN HOLDINGS LIMITED
ORDINARY SHARES
(par value $0.25 per share)
------------------
See "Risk Factors" beginning on page 10 of the Prospectus dated August 10,
1998 for certain considerations relevant to an investment in the Ordinary
Shares.
The Ordinary Shares are quoted in the Nasdaq National Market under the symbol
"SCBHF".
--------------------
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
---------------------
This Prospectus Supplement, together with the Prospectus, dated August
10, 1998, as supplemented by Prospectus Supplement No. 1, dated August 10,
1998 and Prospectus Supplement No. 2, dated August 13, 1998, has been
prepared for and is to be used by Goldman, Sachs & Co. in connection with
offers and sales of the Ordinary Shares related to market-making
transactions, at prevailing market prices, related prices or negotiated
prices. The Company will not receive any of the proceeds of such sales.
Goldman, Sachs & Co. may act as a principal or agent in such transactions.
See "Plan of Distribution".
GOLDMAN, SACHS & CO.
--------------------
The date of this Prospectus Supplement is October 7, 1998.
<PAGE>
This Prospectus Supplement is intended to be read in conjunction with
the Prospectus, dated August 10, 1998 (the "Prospectus"), as supplemented
by Prospectus Supplement No. 1, dated August 10, 1998 and Prospectus
Supplement No. 2, dated August 13, 1998. Capitalized terms used in this
Prospectus Supplement and not otherwise defined herein have the same
meanings as in the Prospectus.
On October 7, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K, a copy of which is attached hereto
and deemed to be a part hereof.
<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------------------
DATE OF REPORT: OCTOBER 7, 1998
DATE OF EARLIEST EVENT REPORTED: OCTOBER 7, 1998
STIRLING COOKE BROWN HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
BERMUDA 000-23427 NOT APPLICABLE
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
VICTORIA HALL, THIRD FLOOR
11 VICTORIA STREET
HAMILTON, HM 11, BERMUDA
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (441) 295-7556
<PAGE>
Item 5. Other Events.
On October 7, 1998, the registrant issued the press release filed as
Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
Exhibit Description
------- -----------
99.1 Press Release issued October 7, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: October 7, 1998
STIRLING COOKE BROWN HOLDINGS LIMITED
By: /s/ George W. Jones
----------------------------------
George W. Jones
Chief Financial Officer
and Director
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
99.1 Press Release issued October 7, 1998
<PAGE>
Exhibit 99.1
[STIRLING COOKE BROWN HOLDINGS LIMITED LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT: Mark Cooke
George Jones
Tel: 441-295-7556
Fax: 441-295-7201
STIRLING COOKE BROWN HOLDINGS LIMITED ANNOUNCES
250,000 SHARE REPURCHASE PROGRAM
- ------------------------------------------------------------------------------
HAMILTON, BERMUDA (7th October, 1998) -- Stirling Cooke Brown Holdings
Limited (Nasdaq: SCBHF) today announced that it has authorized a subsidiary
of the Company to repurchase up to 250,000 shares of the Company's
outstanding ordinary shares. Stirling Cooke Brown Holdings Limited expects
such repurchases to be effected from time to time, in the open market, in
private transactions or otherwise, subject to market conditions. No
assurance can be given as to the time period over which the shares will be
repurchased or as to whether and to what extent the share repurchase will
be consummated.
Mark Cooke, Chairman Chief Executive Officer said, "In light of the recent
market turmoil and the current price level of SCBHF stock, we believe that
this program represents an attractive investment. The Company believes that
utilizing excess capital to repurchase its shares is consistent with the
best interests of its shareholders and provides management with an
additional tool for enhancing shareholder value".
Stirling Cooke Brown Holdings Limited is a Bermuda holding company which,
through its subsidiaries, provides risk management services and products
predominantly to U.S. based small and mid-sized businesses, including those
seeking cost-effective alternatives to traditional commercial insurance for
certain of their risk exposures. In addition, the Company arranges
reinsurance for its products as well as for those offered by independent
insurance carriers and reinsurance companies active in the workers'
compensation, occupational accident and health and casualty insurance markets.
# # #
