Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32995
Prospectus Supplement No. 4
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,
and
Prospectus Supplement No. 3, dated October 7, 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, Prospectus Supplement No. 2, dated August 13, 1998 and Prospectus
Supplement No. 3, dated October 7, 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 November 9, 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, Prospectus
Supplement No. 2, dated August 13, 1998 and Prospectus Supplement No. 3,
dated October 7, 1998. Capitalized terms used in this Prospectus Supplement
and not otherwise defined herein have the same meanings as in the
Prospectus.
On November 9, 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: NOVEMBER 9, 1998
DATE OF EARLIEST EVENT REPORTED: NOVEMBER 9, 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 Number)
incorporation or
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 November 9, 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 November 9, 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: November 9, 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 November 9, 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
Address above
STIRLING COOKE BROWN HOLDINGS LIMITED REPORTS
RESULTS FOR 3rd QUARTER ENDED SEPTEMBER 30TH, 1998
Hamilton, Bermuda (November 9, 1998) - Stirling Cooke Brown Holdings
Limited (NASDAQ: "SCBHF") today reported results for the third quarter
ended September 30th, 1998.
Three months ended Nine months ended
September 30th September 30th
1997 1998 1997 1998
---- ---- ---- ----
(Dollars in thousands except per share data)
NET INCOME $3,590 $4,129 $9,582 $12,141
BASIC EPS
Net Income per share $ 0.42 $ 0.42 $ 1.17 $ 1.24
Avg. no. of ordinary shares
outstanding - Basic (000's) 8,488 9,823 8,168 9,823
DILUTED EPS
Net Income per ordinary share $ 0.42 $ 0.42 $ 1.15 $ 1.23
Avg. no. of ordinary shares
outstanding - Diluted (000's) 8,488 9,823 8,341 9,858
Mark Cooke, Chairman, President and Chief Executive Officer, said:
"The operating results for the third quarter 1998 were most satisfying,
once again reflecting the continued growth of the Company's business. Net
income grew by 15% in the third quarter to $4.1 million, and grew by 27% to
$12.1 million for the first nine months of 1998, as compared to $3.6
million and $9.6 million, respectively, in 1997".
Diluted net income per share remained even for the third quarter of 1998 at
$0.42 and increased by 7% to $1.23 for the first nine months of 1998, as
compared to $0.42 and $1.15, respectively, in 1997.
Risk management fees increased $2.4 million, or 20%, to $14.1 million for
the quarter and by $7.2 million, or 21%, to $41.0 million for the first
nine months of 1998 compared to the corresponding periods in 1997. The
Company's brokerage operations continued to grow, increasing brokerage
income by $1.2 million to $7.1 million in the third quarter of 1998 and by
$2.3 million to $20.0 million for the first nine months of 1998 compared to
the corresponding periods in 1997. The Company also continued to experience
growth in managing general agency fees which increased $0.6 million in the
third quarter of 1998, to $3.6 million and by $2.7 million to $10.9 million
for the first nine months of 1998 compared to the corresponding periods in
1997. This growth reflected the continued expansion of the Company's
managing general agency network primarily in the Southeastern United
States. Policy issuance fees earned by Realm National Insurance Company
Limited ("Realm National") increased $0.3 million to $0.4 million in the
third quarter of 1998 and by $0.8 million to $1.4 million for the first
nine months of 1998 compared to the corresponding periods in 1997.
Net premiums earned decreased $0.1 million to $3.3 million in the third
quarter of 1998 and increased by $3.8 million to $12.9 million for the
first nine months of 1998 compared to the corresponding periods in 1997.
The decrease in net premiums earned during the third quarter of 1998 as
compared to 1997 was due to a decrease in net premiums earned by the
Company's Bermuda based reinsurance subsidiary in line with the Company's
decision to reduce its underwriting activities. The year to date increase
was due to significant growth in workers' compensation business being
written by Realm National. Gross premiums written by Realm National in the
third quarter of 1998 increased by $3.0 million to $9.0 million and by
$22.8 million to $35.1 million for the first nine months of 1998 compared
to the corresponding periods in 1997. The growth in premiums written was
primarily workers' compensation business generated by the Company's M.G.A.
network and independent M.G.A.s based primarily in the Southeastern United
States.
Net investment income increased $0.9 million to $2.3 million for the third
quarter of 1998 and by $2.1 million to $6.4 million for the first nine
months of 1998 compared to the corresponding periods in 1997. Overall total
revenues increased $3.7 million, or 22%, to $20.7 million for the third
quarter of 1998 and by $14.7 million, or 31%, to $62.7 million for the
first nine months of 1998 compared to the corresponding periods in 1997.
Total expenses increased $2.8 million, or 22%, to $15.6 million for the
third quarter of 1998 and by $11.3 million, or 31%, to $47.6 million for
the first nine months of 1998 compared to the corresponding periods in
1997. Of the increase, $0.3 million in the third quarter and $5.5 million
for the first nine months related to increased insurance costs. This was
primarily due to a corresponding increase in net premiums earned in the
respective periods and partly due to adverse loss development on one
particular program that covers bodily injury and property risks in the
construction industry. Total expenses excluding insurance costs increased
$2.5 million, or 27%, to $11.7 million for the third quarter of 1998 and
$5.8 million, or 21%, for the first nine months of 1998 as compared to the
corresponding periods in 1997, reflecting the general expansion of the
Company as reflected in the Company's growth in revenues.
The Company will pay a third quarter dividend of 3 cents per ordinary
share. The dividend will be payable on December 1, 1998 to shareholders of
record on November 17, 1998.
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.
Stirling Cooke Brown Holdings Limited Ordinary Shares are quoted on the
NASDAQ market under the symbol "SCBHF".
# # #
<PAGE>
STIRLING COOKE BROWN HOLDINGS LIMITED
Third Quarter Reported Earnings
Unaudited
Three Months ended Nine months ended
September 30 September 30
------------------ -----------------
1997 1998 1997 1998
------- ------- ------- -------
(Dollars in thousands except share data)
INCOME STATEMENT DATA:
Revenues
Risk management fees ......... $11,712 $14,112 $33,714 $40,952
Net premiums earned .......... 3,390 3,334 9,111 12,938
Net investment income ........ 1,440 2,314 4,318 6,373
Other income ................. 477 947 866 2,479
------- ------- ------- -------
Total revenues .......... 17,019 20,707 48,009 62,742
------- ------- ------- -------
Expenses
Net losses and loss expenses
incurred ................. 3,258 3,616 8,428 13,337
Acquisition costs ............ 286 267 1,007 1,627
Salaries and benefits ........ 4,416 5,927 13,285 16,639
General and administration
expenses ................. 4,793 5,751 13,637 16,046
------- ------- ------- -------
Total expenses .......... 12,753 15,561 36,357 47,649
------- ------- ------- -------
Income before taxation ............ 4,266 5,146 11,652 15,093
Taxation ..................... 676 1,017 2,070 2,952
------- ------- ------- -------
Net income ................... $ 3,590 $ 4,129 $ 9,582 $12,141
======= ======= ======= =======
BASIC
Net income per share $ 0.42 $ 0.42 $ 1.17 $ 1.24
Average number of ordinary shares
outstanding - Basic (000's) 8,488 9,823 8,168 9,823
DILUTED
Net income per share $ 0.42 $ 0.42 $ 1.15 $ 1.23
Average number of ordinary shares
outstanding - Diluted (000's) 8,488 9,823 8,341 9,858
BALANCE SHEET DATA:
December 31, 1997 September 30, 1998
----------------- -------------------
Total Assets $406,330 $506,232
Shareholders' Equity $ 83,103 $ 94,256
