Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32995
Prospectus Supplement No. 8
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,
and
Prospectus Supplement No. 4, dated November 9, 1998,
and
Prospectus Supplement No. 5, dated November 13, 1998,
and
Prospectus Supplement No. 6, dated March 8, 1999,
and
Prospectus Supplement No. 7, dated March 29, 1999.
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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".
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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, Prospectus
Supplement No. 3, dated October 7, 1998, Prospectus Supplement No. 4, dated
November 9, 1998, Prospectus Supplement No. 5, dated November 13, 1998,
Prospectus Supplement No. 6, dated March 8, 1999, and Prospectus Supplement
No. 7, dated March 29, 1999 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 April 6, 1999.
<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, Prospectus Supplement No. 3, dated October 7,
1998, Prospectus Supplement No. 4, dated November 9, 1998, Prospectus
Supplement No. 5, dated November 13, 1998, Prospectus Supplement No. 6,
dated March 8, 1999, and Prospectus Supplement No. 7, dated March 29, 1999.
Capitalized terms used in this Prospectus Supplement and not otherwise
defined herein have the same meanings as in the Prospectus.
On April 6, 1999, 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.
==============================================================================
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
-----------------
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.
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On April 6, 1999, the registrant issued the earnings release filed as
Exhibit 99.1 hereto.
Item 7. Financial Statements and Exhibits.
---------------------------------
Exhibit Description
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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
Exhibit 99.1
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.
[Fried, Frank, Harris, Shriver & Jacobson Letterhead]
212-859-8834
April 6, 1999 (FAX: 212-859-8587)
BY ELECTRONIC TRANSMISSION
- --------------------------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Stirling Cooke Brown Holdings Limited
(Reg. No. 333-32995)
Ladies and Gentlemen:
On behalf of Stirling Cooke Brown Holdings Limited (the
"Company"), pursuant to the Securities Exchange Act of 1934, as amended, we
hereby transmit for filing via the Electronic Data Gathering, Analysis and
Retrieval System of the Securities and Exchange Commission the Company's
Current Report on Form 8-K, announcing the Company's press release of even
date herewith.
If there are any questions with respect to the enclosed, please
contact the undersigned at (212) 859-8834.
Very truly yours,
/s/ Eugene Mueller
-------------------
Eugene Mueller
CC: Nasdaq National Market
