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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact Name of Registrant as Specified in Its Charter)
CAYMAN ISLANDS NOT APPLICABLE
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
UGLAND HOUSE
P.O. BOX 10657APO
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES NOT APPLICABLE
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check Instruction A.(d), please check
the following box. [_] the following box. [X]
Securities Act registration statement
file number to which this form relates: 333-57227
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Ordinary Shares, par value $.01 per share
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Item 1. Description of Registrant's Securities to be Registered.
The securities registered hereunder are the Ordinary Shares, par value
$0.01 per share (the "Ordinary Shares"), of Scottish Annuity & Life Holdings,
Ltd. (the "Company"). A description of the Company's Ordinary Shares is
incorporated herein by reference to the description set forth under the heading
"Description of Shares" in the Company's Registration Statement on Form S-1
(File No. 333-57227) filed by the Company with the Securities Exchange
Commission on June 19, 1998 (the "Registration Statement") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). In addition, any form
of prospectus filed by the Company pursuant to Rule 424(b) promulgated under the
Securities Act shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
3.1 Memorandum of Association of the Company (incorporated by reference to
Exhibit 3.1 to the Registration Statement).
3.2 Articles of Association of the Company (incorporated by reference to
Exhibit 3.2 to the Registration Statement).
4.1 Specimen Ordinary Share Certificate (incorporated by reference to
Exhibit 4.1 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
Date: November 16, 1998 By: /s/ Michael C. French
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Michael C. French
President and Chief Executive Officer
