==============================================================================
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: April 6, 1999
Date of Earliest Event Reported: April 6, 1999
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 April 6, 1999, the registrant issued the earnings release filed as
Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
---------------------------------
Exhibit Description
------- -----------
99.1 Press Release issued April 6, 1999
<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: April 6, 1999
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 April 6, 1999
Contact: The Torrenzano Group
------------------------------
Ed Orgon or Don Schuster
212-681-1700
TUESDAY, APRIL 6, 1999
STIRLING COOKE BROWN CONDEMNS ODYSSEY LAWSUIT AS BASELESS
COMPANY PLANS AGGRESSIVE DEFENSE.
HAMILTON, BERMUDA, APRIL 6 - Stirling Cooke Brown Holdings Limited (SCBHF)
today condemned what it termed a "baseless suit, wholly without merit,"
filed by Odyssey Re London, Ltd. on Monday, March 29, in the U.S. District
Court for the Southern District of New York.
Nicholas Brown, a managing director of Stirling Cooke Brown, stated, "All
of the reinsurance placed with Odyssey Re by Stirling Cooke Brown was
placed lawfully and in a manner consistent with established brokerage
practices in the London market. While Odyssey Re's complaint seeks
rescission of all the reinsurance contracts it underwrote, Odyssey Re has
not sued any of the actual parties to those reinsurance contracts - the
ceding insurers on whose behalf Stirling Cooke Brown acted."
Mr. Brown further stated, "Odyssey Re has asserted these claims in an
attempt to avoid its legitimate reinsurance obligations and to try to use
the civil RICO provisions of U.S. law to circumvent binding arbitration
clauses in their reinsurance contracts."
Stirling Cooke Brown represents the interests of various ceding insurers,
and Odyssey Re was only one of many reinsurers who reinsured the risks of
Stirling Cooke Brown clients. Stirling Cooke Brown did not act for Odyssey
Re in connection with any of the risks Odyssey Re assumed. Rather, those
risks were underwritten by Odyssey Re's own underwriting facility.
Mr. Brown continued, "The foundation of Odyssey Re's claim -- that American
workers' compensation business is not encompassed by 'personal accident'
business in the London market - is unsound. In the London market, personal
accident business traditionally includes the health and accident portion of
U.S. workers' compensation risks."
"It is gratifying that despite the initial confusion this suit engendered,
Stirling Cooke Brown's clients have expressed their continued support,"
Mr. Brown explained. "Our shareholders and customers are assured that this
suit has not -- and will not -- detract from our strong and committed
performance in any of our business lines."
Contrary to early reports in the press, Stirling Cooke Brown never acted as
reinsurance broker for the Unicover pool, and no Stirling Cooke Brown
director or officer serves as a director or officer of Unicover Managers,
Inc.
Mark Cooke, chairman and chief executive officer of Stirling Cooke Brown,
stated, "Stirling Cooke Brown continues to focus on increasing shareholder
and customer value, and our core businesses are strong. Our most recent
earnings report demonstrates strong growth, with 1998 earnings up 20% over
the prior year."
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, Stirling Cooke
Brown 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.
Statements in this press release which are other than historical facts are
intended to be "forward-looking statements" within the meaning of the
Securities Exchange Act of 1934, the Private Securities Litigation Reform
Act of 1995 and other related laws, and include, but are not limited to,
those statements relating to the Company's beliefs and expectations
concerning 1999. While the Company believes such statements are reasonable,
the actual results could differ materially from those currently
anticipated. Factors and risks that could cause such differences include,
but are not limited to, the conditions in the workers' compensation market,
the availability of reinsurance, competition, regulation and other factors.
The cautionary statements contained in Exhibit 99 to the Company's Form
10-K for the year ended December 31, 1998, are incorporated herein by
reference.