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As filed with the Securities and Exchange Commission on April 14, 1999
Registration Statement No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANNUITY AND LIFE RE (HOLDINGS), LTD.
(Exact Name of Registrant as Specified in its Charter)
Bermuda Not Applicable
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Cumberland House
1 Victoria Street
Hamilton, HM AX, Bermuda
(Address of Principal Executive Offices) (Zip Code)
Annuity and Life Re (Holdings), Ltd. Initial Stock Option Plan
(Full Title of the Plan)
CT Corporation System
1633 Broadway
New York, New York 10019
(Name and Address of Agent for Service)
(212) 225-2000
(Telephone Number, Including Area Code, of Agent for Service)
Please send copies of all communications to:
F. Douglas Raymond, III, Esquire
Drinker Biddle & Reath LLP
Suite 300, 1000 Westlakes Drive
Berwyn, PA 19312
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Maximum Proposed Maximum
Title Of Securities To Be Amount To Be Offering Price Aggregate Amount Of
Registered Registered (1) Per Share (2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Shares, par value 1,304,199 $15.00 $19,562,985 $5,438.51
$1.00 per share 30,000 $24.50 $ 735,000 $ 204.33
26,000 $21.375 $ 555,750 $ 154.50
15,000 $22.875 $ 343,125 $ 95.39
177,301 $21.875 $ 3,878,459 $1,078.21
Total 1,552,500 $25,075,319 $6,970.94
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</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers
such indeterminate number of additional shares as may become issuable
under the Plan in connection with share splits, share dividends or
similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee based upon $21.875, the average of the high and
low prices for the Common Shares reported on the NASDAQ National Market
System on April 8, 1999. As to shares subject to outstanding but
unexercised options, the price and fee are computed based upon the
price at which such options may be exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Annuity and Life Re
(Holdings), Ltd. (the "Registrant" or the "Company") with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference into this
Registration Statement:
(a) the description of the Company's common shares, par value $1.00 per
share (the "Common Shares") contained in the Company's Registration Statement on
Form 8-A, filed on January 15, 1998 with the Commission;
(b) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed on March 24, 1999 with the Commission;
(c) the Company's definitive proxy statement for its Annual Meeting of
Shareholders on April 29, 1999, filed on March 31, 1999 with the Commission; and
(d) all other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
Company's most recent fiscal year.
All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein by reference modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable because the Common Shares, which is the class of
securities offered pursuant to this Registration Statement, are registered under
the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 31 of the Company's Bye-laws provides that: (a) the directors
and officers of the Company shall be indemnified from and against all actions,
costs, charges, losses, damages and expenses which they shall incur by reason of
any act done in connection with their duty as a director or officer of the
Company, (b) each director and officer of the Company shall be indemnified out
of the funds of the Company against all liabilities incurred by him as such a
director or officer of the Company in defending any proceedings in which
judgment is given in his favor or he is acquitted or relieved from liability,
and (c) funds shall be advanced to each director or officer of the Company on
his incurring liability prior to judgment provided that should he be found
guilty of a criminal or other offense for which he cannot by law be indemnified
he shall reimburse the Company for the funds advanced.
Section 32 of the Company's Bye-laws provides that each shareholder
agrees to waive any claim or right of action such shareholder might have against
any director or officer on account of any action taken by such director or
officer, or the failure of such director of officer to take any action in the
performance of his duties with or for the Company, provided that such waiver
does not extend to any matter in respect of any fraud or dishonesty that may
attach to such director or officer.
Bermuda law provides that the Company may indemnify its directors and
officers in their capacity as such in respect of any loss arising or liability
attaching to them by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which a director or officer may be
guilty in relation to the Company other than his or her own fraud or dishonesty.
The Company has obtained a Directors and Officers and Company
Reimbursement Policy from Underwriters at Lloyd's, London that provides
liability insurance for the Company's directors and officers.
Reference is made to Item 9 of this Registration Statement for
additional information regarding indemnification of directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are being reoffered or resold pursuant to
this Registration Statement.
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ITEM 8. EXHIBITS.
*4.1 Annuity and Life Re (Holdings), Ltd. Initial Stock Option Plan
(Exhibit 10.2 to the Company's Registration Statement on Form S-1,
Registration No. 333-43301, declared effective on April 8, 1998 (the
"Registration Statement")).
*4.2 Amendment No. 1 to the Initial Stock Option Plan (Exhibit 10.11 to
the Registration Statement).
5.1 Opinion of Conyers Dill & Pearman, counsel to the Registrant.
23.1 Consent of KPMG Peat Marwick (Independent Accountants).
23.2 Consent of Conyers Dill & Pearman (included in the opinion filed as
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page).
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*Previously filed with the Commission and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
1. Undertakings Required by Regulation S-K Item 512(a).
The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales
are being made pursuant to this Registration Statement, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in
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periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. Undertakings Required by Regulation S-K Item 512(b).
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. Undertakings Required by Regulation S-K Item 512(h).
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Hamilton, Bermuda, on this 12th day of April,
1999.
ANNUITY AND LIFE RE (HOLDINGS), LTD.
By: /s/ Lawrence S. Doyle
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Lawrence S. Doyle
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below, does hereby constitute and appoint LAWRENCE S. DOYLE,
his true and lawful attorney-in-fact and agent, with full power of substitution,
resubstitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Lawrence S. Doyle President, Chief Executive Officer April 12, 1999
- ----------------------------- and Director (Principal Executive
Lawrence S. Doyle Officer)
/s/ William W. Atkin Senior Vice President, Chief April 12, 1999
- ----------------------------- Financial Officer, Treasurer and
William W. Atkin Secretary (Principal Financial
and Accounting Officer)
/s/ Frederick S. Hammer Chairman and Director April 12, 1999
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Frederick S. Hammer
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Robert M. Lichten Deputy Chairman and Director April 12, 1999
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Robert M. Lichten
/s/ Robert Clements Director April 12, 1999
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Robert Clements
Director April 12, 1999
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Albert R. Dowden
/s/ Michael P. Esposito, Jr. Director April 12, 1999
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Michael P. Esposito, Jr.
Director April 12, 1999
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Lee M. Gammill, Jr.
/s/ Mark Grier Director April 12, 1999
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Mark Grier
Director April 12, 1999
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Donald J. Matthews
/s/ Brian M. O'Hara Director April 12, 1999
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Brian M. O'Hara
/s/ Jerry S. Rosenbloom Director April 12, 1999
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Jerry S. Rosenbloom
/s/ Walter A. Scott Director April 12, 1999
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Walter A. Scott
Director April 12, 1999
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Paul H. Warren
/s/ Jon W. Yoskin, II Director April 12, 1999
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Jon W. Yoskin, II
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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*4.1 Annuity and Life Re (Holdings), Ltd. Initial Stock Option Plan (Exhibit
10.2 to the Company's Registration Statement on Form S-1, Registration
No. 333-43301, declared effective on April 8, 1998 (the "Registration
Statement")).
*4.2 Amendment No. 1 to the Initial Stock Option Plan (Exhibit 10.11 to the
Registration Statement).
5.1 Opinion of Conyers Dill & Pearman, counsel to the Registrant.
23.1 Consent of KPMG Peat Marwick (Independent Accountants).
23.2 Consent of Conyers Dill & Pearman (included in the opinion filed as
Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on signature page).
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* Previously filed with the Commission and incorporated herein by reference.
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Exhibit 5.1
[Letterhead of Conyers Dill & Pearman]
April 13, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington Plaza
Washington, DC 20549
Dear Sirs
We have acted as Bermuda counsel for Annuity and Life Re (Holdings) Ltd (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
("Commission") by the Company under the Securities Act of 1933 of the United
States relating to the registration of 1,552,550 common shares, $1.00 par value
each ("Common Shares") of the Company for resale by key employees (as that term
is defined in the Registration Statement) of such common shares issued pursuant
to the Company's Initial Stock Option Plan ("Plan") annexed to the Registration
Statement as Exhibit 4.1.
For the purposes of giving this opinion, we have examined and relied upon the
Registration Statement. We have also reviewed a copy of the memorandum of
association and bye-laws of the Company certified as true copies thereof by the
secretary of the Company, minutes of meetings of the Company's board of
directors, minutes of shareholders' meetings and such other documents, and have
made such enquiries as to questions of law as we have deemed necessary in order
to render the opinions set forth below.
We have assumed:
(i) the genuineness and authenticity of all signatures and the conformity
to the originals of all copies (whether or not certified) of all
documents examined by us and the authenticity and completeness of the
originals from which such copies were taken; and
(ii) the correctness, accuracy and completeness of all factual
representations made in the Registration Statement and in the other
documents which we have reviewed.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda.
<PAGE> 2
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe shares as being "non-assessable" (see paragraph 2 below) we mean with
respect to the shareholders of a company, in relation to fully paid shares of a
company and subject to any contrary provision in any agreement in writing
between that company and any one of its shareholders holding such shares but
only with respect to such shareholder, that such shareholder shall not be liable
to contribute any further share capital or otherwise pay additional money to
such company by virtue only of being a shareholder in such company.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is an existing limited
liability exempted company under the laws of Bermuda, with corporate
power and corporate authority to own, lease and operate its properties
and conduct its business as described in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, filed on March
24, 1999 with the Commission.
2. The 1,552,500 Common Shares to be sold by the key employees pursuant to
the Registration Statement, when the same have been duly issued and are
outstanding pursuant to the Plan, will be legally issued, fully paid
and non-assessable, with no personal liability attaching solely by
reason of the ownership thereof.
3. The statements in the Registration Statement under the caption
"Indemnification of Directors and Officers" is based on current Bermuda
law and the terms of the Company's bye laws and constitutes the opinion
of this Firm.
We hereby consent to the filing of this opinion with the Commission and as an
exhibit to the Registration Statement.
Yours faithfully
/s/ Conyers Dill & Pearman
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Annuity and Life Re (Holdings), Ltd.
We consent to the incorporation by reference in the registration
statement on Form S-8 of Annuity and Life Re (Holdings), Ltd. of our report
dated February 5, 1999, relating to the consolidated balance sheets of Annuity
and Life Re (Holdings), Ltd. and subsidiary as of December 31, 1998 and 1997,
and the related consolidated statements of operations, comprehensive income,
changes in Stockholders' equity and cash flows for the year ended December 31,
1998 and all related schedules, which report appears in the December 31, 1998
annual report on Form 10-K of Annuity and Life Re (Holdings), Ltd.
/s/ KPMG PEAT MARWICK
KPMG PEAT MARWICK
Hamilton, Bermuda
April 13, 1999
