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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: JULY 8, 1999
DATE OF EARLIEST EVENT REPORTED: JULY 8, 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
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Item 5. Other Events.
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On July 8, 1999, the registrant issued the press release filed as
Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
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Exhibit Description
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99.1 Press Release issued July 8, 1999
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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: July 8, 1999
STIRLING COOKE BROWN HOLDINGS LIMITED
By: /s/ George W. Jones
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George W. Jones
Chief Financial Officer
and Director
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release issued July 8, 1999
EXHIBIT 99.1
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Contact: The Torrenzano Group
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Don Schuster or Beth Jarecki
212-681-1700 Ext. 103/115
STIRLING COOKE BROWN ANNOUNCES NEW MANAGEMENT STRUCTURE
HAMILTON, BERMUDA, July 8, 1999 - Stirling Cooke Brown Holdings Limited
(NASDAQ: SCBHF) today announced that Nicholas Mark Cooke will stand down
from his executive role as Chief Executive Officer and President of the
Company. The Board of Directors is pleased that Mr. Cooke will retain his
position as non-executive Chairman of the Board, and that he will continue
to provide leadership in the areas of client development and marketing.
At the same time, the Board of Directors has created a new management
structure for Stirling Cooke and has hired recruiters Heidrick & Struggles
to find a new Chief Executive Officer. The Board named Len Quick, chief of
U.S. operations, as Chief Operating Officer and interim Chief Executive
Officer of the Company. Mr. Quick was also elected to the Board of
Directors.
The Board also established a new Executive Committee comprised of Len Quick
(acting Chairman of the Management Committee), Nicholas Brown, head of
London brokering operations, and George Jones, Chief Financial Officer, and
a new 10-member Management Committee which includes key decision makers
within Stirling Cooke. The newly created Executive Committee will be
responsible for strategic planning and management of the Company's
operations. The Management Committee will be responsible for executing the
Company's business strategy, implementing policies and procedures,
developing new programs, and conflict resolution.
Mr. Cooke said, "This new role will afford me the opportunity to
concentrate on maintaining client relationships. I believe my decision is
in the best interest of the long term goals of the Company."
Mr. Quick stated, "The Board's decision to create a new management
structure will centralize our decision making responsibilities, and the
addition of a new CEO will further strengthen our management depth and
experience. These decisions were made with the principal objectives of
enhancing client relationships and increasing shareholder value."
In response to Mr. Cooke's decision, Mr. Quick concluded, "Mark, as a
founder of Stirling Cooke Brown, has laid the way for our business with his
strategic and marketing abilities, and he will continue to be a valuable
member of our team."
Stirling Cooke Brown Holdings Limited is a Bermuda holding company that,
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. 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, the outcomes of legal proceedings, and other factors. The
cautionary statements contained in Exhibit 99 to the Company's Form 10-Q
for the quarter ended March 31, 1999, are incorporated herein by reference.
