<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as specified in its Charter and Person Filing Proxy
Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Grand Pavilion Commercial Centre
802 West Bay Road
George Town, Grand Cayman
Cayman Islands, BWI
June 21, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Scottish Annuity & Life Holdings, Ltd. to be held at Grand Pavilion Commercial
Centre, 802 West Bay Road, George Town, Grand Cayman, Cayman Islands, British
West Indies, on Wednesday, July 28, 1999, at 10:30 a.m. Cayman Islands time.
The attached Notice of Annual Meeting and Proxy Statement describes fully
the formal business to be transacted at the Annual Meeting. During the Annual
Meeting, Shareholders will consider and vote upon the election of three members
to the Board of Directors and the ratification of the appointment of Ernst &
Young as our independent auditors for 1999.
Certain directors and officers will be present at the Annual Meeting and
will be available to respond to any questions you may have. I hope you will be
able to attend.
We urge you to review carefully the accompanying material and to return the
enclosed proxy card promptly. Please sign, date and return the enclosed proxy
card without delay. If you attend the Annual Meeting, you may vote in person
even if you have previously mailed a Proxy.
Sincerely,
/s/ MICHAEL C. FRENCH
-----------------------------------
Michael C. French
President & Chief Executive Officer
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Grand Pavilion Commercial Centre
802 West Bay Road
George Town, Grand Cayman
Cayman Islands, BWI
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On July 28, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of Scottish Annuity & Life Holdings, Ltd. (the "Company") will be held
at Grand Pavilion Commercial Centre, 802 West Bay Road, George Town, Grand
Cayman, Cayman Islands, British West Indies, on Wednesday, July 28, 1999, at
10:30 a.m. Cayman Islands time for the following purposes:
(1) To elect three members to the Company's Board of Directors (the
"Board") for terms expiring in 2002.
(2) To ratify the appointment of Ernst & Young as the Company's
independent auditors for 1999.
(3) To consider such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Information concerning the matters to be acted upon at the Annual Meeting
is set forth in the accompanying Proxy Statement.
The close of business on June 21, 1999 has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. For a period of at least 10 days prior to
the Annual Meeting, a complete list of shareholders entitled to vote at the
Annual Meeting will be open for examination by any shareholder during ordinary
business hours at the offices of the Company at Grand Pavilion Commercial
Centre, 802 West Bay Road, George Town, Grand Cayman, Cayman Islands, British
West Indies.
Shareholders are urged to complete, date, sign and return the enclosed proxy
card in the accompanying envelope, which does not require postage if mailed in
the United States.
By Order of the Board of Directors
/s/ PETER W. PRESPERIN
----------------------------------
Peter W. Presperin
Secretary
Cayman Islands, BWI
June 21, 1999
<PAGE>
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
GENERAL QUESTIONS AND ANSWERS...................................................... 1
PROPOSAL FOR ELECTION OF DIRECTORS................................................. 5
BOARD MEETINGS AND COMMITTEES...................................................... 7
PROPOSAL FOR APPOINTMENT OF INDEPENDENT AUDITORS................................... 8
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP.................................... 8
MANAGEMENT COMPENSATION............................................................ 9
Summary Compensation Table.................................................... 9
Options Granted During Fiscal Year 1998....................................... 10
Options Exercised During Fiscal Year 1998 and Fiscal Year-End Option Values... 10
Compensation of Directors..................................................... 11
Employment and Change of Control Agreements................................... 11
Insider Participation in Compensation Decisions and Board Interlocks.......... 13
REPORT ON EXECUTIVE COMPENSATION................................................... 14
Performance Graph............................................................. 15
Comparison of Cumulative Shareholder Return................................... 15
CERTAIN TRANSACTIONS............................................................... 16
DC Planning Relationships..................................................... 16
Direct Investors Relationship................................................. 16
Pre-IPO Equity Adjustment..................................................... 16
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE............................ 17
ANNUAL REPORT...................................................................... 17
</TABLE>
(i)
<PAGE>
Scottish Annuity & Life Holdings, Ltd.
Grand Pavilion Commercial Centre
802 West Bay Road
George Town, Grand Cayman
Cayman Islands, BWI
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On July 28, 1999
_________________
GENERAL QUESTIONS AND ANSWERS
Q: When is the Proxy Statement being mailed?
A: This Proxy Statement of Scottish Annuity & Life Holdings, Ltd. (the "Company"
or "our") is first being mailed on or about June 25, 1999 to shareholders of
the Company by the Board to solicit proxies (the "Proxies") for use at the
Annual Meeting of Shareholders.
Q: When is the Annual Meeting and where will it be held?
A: The Annual Meeting will be held on Wednesday, July 28, 1999 at 10:30 a.m.
Cayman Islands time at Grand Pavilion Commercial Centre, 802 West Bay Road,
George Town, Grand Cayman, Cayman Islands, British West Indies.
Q: Who may attend the Annual Meeting?
A: All shareholders (or their proxies) of the Company may attend the Annual
Meeting. A Shareholder entitled to attend and vote at the above meeting is
entitled to appoint one or more proxies to attend and vote in the
Shareholders stead. A proxy need not be a Shareholder of the Company.
Q: Who is entitled to vote?
A: Shareholders (or their proxies) as of the close of business on June 21, 1999
(the "Record Date") are entitled to vote at the Annual Meeting. Each Ordinary
Share is entitled to one vote subject to certain adjustments which may be
made under the Company's Memorandum of Association. In certain circumstances,
the Company's Memorandum of Association provide for the reduction of a
shareholder's voting rights to ensure that no shareholder may have more than
10 percent of the voting rights outstanding.
<PAGE>
Q: On what am I voting?
A: You will be voting on:
(i) The election of three members to the Board for terms expiring in 2002;
(ii) The ratification of the appointment of Ernst & Young as the independent
auditors of the Company for 1999; and
(iii) Such other business as may properly come before the Annual Meeting or
any adjournments thereof.
Q: How do I vote?
A: You may vote by either attending the Annual Meeting or by appointing a proxy
or corporate representative by signing and dating each proxy card you receive
and returning it in the enclosed prepaid envelope. We encourage you to
complete and send in your proxy card. If you then decide to attend the Annual
Meeting, you may revoke your Proxy by voting in person.
All shares represented by valid Proxies, unless the shareholder otherwise
specifies, will be voted:
"FOR" the election of each of the persons identified in "Proposal for
Election of Directors" as nominees for election as directors of the
Company for terms expiring in 2002;
"FOR" the ratification of Ernst & Young as the independent auditors of the
Company for 1999; and
At the discretion of the Proxy holders with regard to any other matter
that may properly come before the Annual Meeting.
Where a shareholder has properly specified how a Proxy is to be voted, it
will be voted by the proxy accordingly. The Proxy may be revoked at any time
by (i) providing written notice of revocation to Harris Trust and Savings
Bank, 1601 Elm Street, Suite 2320, Dallas, Texas 75201 by 5:00 p.m. (Cayman
Islands time) on July 27, 1999, or (ii) attending the Annual Meeting and
voting in person.
Q: What does it mean if I receive more than one proxy card?
A: If you receive more than one proxy card, it is because your shares are in
more than one account. You will need to sign and return all proxy cards to
insure that all your shares are voted.
Q: Who will count the vote?
A: Representatives of Harris Trust and Savings Bank, the Company's transfer
agent, will tabulate the votes and act as inspectors of election.
2
<PAGE>
Q: What constitutes a quorum?
A: As of the Record Date, 18,576,440 Ordinary Shares of the Company were issued
and outstanding. At least 50% of the issued and outstanding shares, present
or represented by Proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. If you submit a properly executed proxy card,
then you will be considered part of the quorum. Votes that are withheld and
broker non-votes will be counted towards a quorum but will not be counted in
the votes for each of the proposals.
Q: What is the required vote for election of each director?
A: The required vote for election of each director is a majority of the votes of
the Ordinary Shares voting in person or by Proxy at the Annual Meeting.
Q: What is the required vote for ratification of the independent auditor?
A: The required vote for the ratification of the independent auditor is a
majority of the votes of the Ordinary Shares voting in person or by Proxy at
the Annual Meeting.
Q: Who are the Company's independent auditors?
A: The Board has selected Ernst & Young as independent auditors to examine the
Company's accounts for the current fiscal year. Representatives of Ernst &
Young, who were also the Company's independent auditors for the 1998 fiscal
year, will be present at the Annual Meeting. Such representatives may make a
statement if they desire to do so and will be available to answer appropriate
questions.
Q: Are there other matters to be acted upon at the Annual Meeting?
A: We do not know of any other matters to be presented or acted upon at the
Annual Meeting. If any other matter is presented at the Annual Meeting on
which a vote may properly be taken, the shares represented by Proxies will be
voted in accordance with the judgment of the Proxy holders.
Q: How much did this proxy solicitation cost?
A: Corporate Investor Communications, Inc. was hired to assist in the
distribution of proxy materials and solicitation of votes at a cost of
$4,250, plus out-of-pocket expenses. We will reimburse brokerage firms and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket
expenses for forwarding proxy and solicitation material to the owners of
Ordinary Shares. Our officers and regular employees may also solicit proxies,
but they will not be specifically compensated for such services.
3
<PAGE>
Q: When are the shareholder proposals for the 2000 Annual Meeting due?
A: In order to be considered for inclusion in the proxy statement for the 2000
Annual Meeting of Shareholders, shareholder proposals must be in writing and
received by February 25, 2000, by Scottish Annuity & Life Holdings, Ltd.,
Grand Pavilion Commercial Centre, 802 West Bay Road, George Town, Grand
Cayman, Cayman Islands, BWI, Attn: Secretary.
4
<PAGE>
PROPOSAL FOR ELECTION OF DIRECTORS
The Board is presently comprised of eight members. The Board is divided into
three classes, with each of two classes consisting of three directors and one
class consisting of two directors. Members of each class of directors generally
serve for a term of three years. Directors serve until the Annual Meeting of
Shareholders in the year in which their term expires or until a successor is
elected and qualified. Prior to June, 1999, the Board was comprised of two Class
I directors, three Class II directors and three Class III directors. In May,
1999, a vacancy was created for a Class II director by the death of Mr. Howard
Shapiro, who had served as a director since October 1998. The Board of
Directors, pursuant to powers granted under the Company's Memorandum of
Association, eliminated the vacant Class II director's seat and created a third
Class I director's seat. The Board then appointed Mr. Bill Caulfeild-Browne to
fill the vacancy as a Class I director with a term expiring at the Company's
1999 Annual Meeting of Shareholders or until his successor is elected and
qualified.
Mr. Bill Caulfeild-Browne has been nominated by the Board to fill the
vacancy as a Class I director to serve for a three-year term expiring at the
Company's Annual Meeting of Shareholders in 2002 or until his successor is
elected and qualified. Each of the other Class I directors whose term of office
expires in 1999, Robert M. Chmely and David Matthews, has been nominated by the
Board for reelection at the Annual Meeting as a director to serve for a three-
year term expiring at the Company's Annual Meeting of Shareholders in 2002 or
until his successor is elected and qualified. In order to be elected a director,
each nominee must receive a majority of the votes of the Ordinary Shares voting
in person or represented by Proxy at the Annual Meeting.
The nominees have indicated their willingness to serve as members of the
Board if elected; however, in case any nominee becomes unavailable for election
to the Board for any reason not presently known or contemplated, the Proxy
holders have discretionary authority to vote the Proxy for a substitute nominee
or nominees. Proxies cannot be voted for more than three nominees. The following
sets forth information as to the nominees for election at the Annual Meeting and
each of the directors whose term of office will continue after the Annual
Meeting, including their ages, present principal occupations, other business
experiences during the last five years, membership on committees of the Board
and directorships in other publicly-held companies.
<TABLE>
<CAPTION>
Year
Term
Name Age Position Expires
---- --- -------- -------
<S> <C> <C> <C>
Nominees for a three-year term ending in 2002:
Bill Caulfeild-Browne (2) 55 Director 1999
Robert M. Chmely (1) (2) 64 Director 1999
David Matthews (2) 36 Director 1999
Continuing Directors:
Michael Austin (1) (2) 63 Director 2000
R. Duke Buchan III (1) (2) 35 Director 2000
Sam Wyly (2) 64 Chairman of the Board of Directors 2001
Michael C. French (2) 56 Director 2001
Charles J. Wyly, Jr. (2) 65 Director 2001
</TABLE>
__________________
(1) Member of the Audit Committee.
(2) Member of the Investment Committee.
5
<PAGE>
Mr. Bill Caulfeild-Browne has served as a director since June, 1999. Mr.
Caulfeild-Browne was the Chief Operating Officer for Swiss Re Life and Health
North America from 1996 to 1998. He was Chief Operating Officer of The
Mercantile and General Reinsurance Company, U.S., from 1990 to 1996, Senior Vice
President from 1986 to 1990 and Vice President, Marketing from 1981 to 1986.
Mr. Robert M. Chmely has served as a director since October, 1998. Mr.
Chmely has been a consultant since the beginning of 1997 when he retired from
The Prudential Insurance Company of America, where from January 1988 to his
retirement he served as Senior Vice President. From December 1995 to November
1997, Mr. Chmely was President of Prudential Asset Management Group, the
corporate pension business of The Prudential Insurance Company of America, and
from December 1994 to December 1995, he was Chief Financial Officer of
Prudential Asset Management Group. From December 1990 to December 1994, Mr.
Chmely served as Senior Managing Director of Portfolio Management at The
Prudential Insurance Company of America. He is a Fellow of the Society of
Actuaries and a Chartered Financial Analyst.
Mr. David Matthews has served as a director since October, 1998. Mr.
Matthews has been a director, since 1991, of Intelecon Services, Inc.
("Intelecon"), a provider of audio-visual services for corporate meetings and
events, a company he co-founded, and General Manager of the Outsourcing
Department of Intelecon, since 1997. He served as Chief Financial Officer of
Intelecon from 1991 to 1997 and General Manager of the Install Department of
Intelecon from 1993 to 1996. Mr. Matthews is Sam Wyly's son-in-law.
Mr. Michael Austin has served as a director since October, 1998. Mr. Austin
retired in 1992 as the Managing Partner of the Cayman Islands office of KPMG
Peat Marwick, an international accounting and consulting firm. Mr. Austin was a
partner resident in the Cayman Islands office for over 20 years. Since 1992, Mr.
Austin has been self-employed as a chartered accountant. Mr. Austin currently
serves as a Director of the Cayman Monetary Authority for a three-year term
expiring on December 31, 1999.
Mr. R. Duke Buchan III has served as a director since October, 1998. Mr.
Buchan has been Managing Director of Maverick, an investment management firm,
since July 1997. From 1992 until joining Maverick in 1997, he was a Vice
President in Investment Banking at Merrill Lynch, Pierce, Fenner & Smith
Incorporated in New York, specializing in corporate finance and mergers and
acquisitions in the financial services sector in the United States, Latin
America and Europe. He received a B.A. in Economics and Spanish with Honors from
the University of North Carolina and an M.B.A. from Harvard Business School.
Mr. Sam Wyly has served as Chairman of the Board and a director of the
Company since October, 1998. Mr. Wyly is an entrepreneur who has created and
managed several public and private companies. In the 1960's, he founded
University Computing Company, which became one of the first computer utility
networks and one of the first software products companies. His data transmission
company, Datran, was one of the pioneering telecommunications ventures that
contributed to the breakup of the telephone monopoly. He is a founder and
currently serves as Chairman and a director of Sterling Software, Inc., a
worldwide supplier of software products. He is also Chairman of the Executive
Committee and a director of Sterling Commerce, Inc., a provider of business-to-
business electronic commerce software to 80 of America's 100 largest
corporations, and Chairman of Michaels Stores, Inc., a specialty retail chain.
He is a founding partner of Maverick Capital, Ltd., a manager of equity hedge
funds.
6
<PAGE>
Mr. Michael C. French has served as a director, Chief Executive Officer and
President of the Company since May, 1998. He has been a partner of Maverick
Capital Ltd., a manager of equity hedge funds, since 1992 and a director of
Sterling Software, Inc. since July 1992, a director of Sterling Software, Inc.
since July 1992 and a director of Michaels Stores, Inc., a national specialty
retail chain. Mr. French is also a consultant to the international law firm of
Jones, Day, Reavis & Pogue. Mr. French was a partner with the law firm of
Jackson & Walker, L.L.P. from 1976 through 1995.
Mr. Charles J. Wyly, Jr. has served as a director since October, 1998. He
co-founded Sterling Software, Inc. in 1981 and since such time has served as a
director and since 1984 Vice Chairman. Mr. Wyly currently serves as Vice
Chairman of Michaels Stores, Inc. and as a director of Sterling Commerce, Inc.
Mr. Wyly served from 1964 to 1975 as an officer and director, including serving
as President from 1969 to 1973, of University Computing Company, which became
one of the first computer utility networks and one of the first software
products companies. Mr. Wyly and his brother, Sam Wyly, founded Earth Resources
Company, an oil refining and silver mining company, and Charles J. Wyly, Jr.
served as Chairman of the Board from 1968 to 1980. Mr. Wyly served as Vice
Chairman of the Bonanza Steakhouse chain from 1967 to 1989.
BOARD MEETINGS AND COMMITTEES
From the Company's formation, in May, 1998, until October, 1998, the
Company's Board consisted of one member, Mr. Michael C. French. Mr. French
acted as sole director by written consent 11 times. From October, 1998 through
December, 1998, the Board did not meet. The individual Board committees did not
hold any meetings during fiscal year 1998, except for the Pricing Committee,
which was comprised solely of Mr. French and which acted 3 times by written
consent.
Our Board had two standing committees in fiscal year 1998. The Company
does not have a standing nominating committee or compensation committee.
- The Audit Committee (i) recommends to the Board annually, and at other
appropriate times, the firm of certified public accountants to be
retained as our independent accountants and, in connection therewith,
reviews the professional services to be provided by the independent
accountants and the proposed fees therefor, and the independence of
such firm from our management, considering, among other things, non-
auditing services to be provided by the independent accountants; (ii)
reviews with the independent accountants their plans for and scope of
their annual audit and other examinations; (iii) reviews with the
independent accountants the report of their annual audit, or proposed
report of their annual audit, the accompanying management letter, if
any, and the reports of the results of such other examinations that
they may undertake; (iv) reviews with our appropriate officers and the
independent accountants the annual financial statements; (v) reviews
with the appropriate officers our ongoing audit activities,
examinations, and the results thereof; (vi) reviews with the
appropriate officers and the independent accountants the adequacy of
our internal accounting controls, auditing procedures, and practices
and its financial, auditing, and accounting organizations and
personnel; (vii) reviews with the appropriate officers any
recommendations made by the independent accountants, as well as such
other matters, if any, as such persons may desire to bring to the
attention of the Audit Committee; and (viii) reviews such other
matters in relation to our accounting, auditing, and financial
reporting practices and procedures as the Audit Committee may deem
desirable in connection with the review function described above. The
Audit Committee members
7
<PAGE>
are Michael Austin, R. Duke Buchan III, and Robert M. Chmely, all of
whom are independent directors. The Audit Committee did not meet
during fiscal year 1998.
- The Investment Committee establishes and monitors the Company's
investment policy and the performance of the Company's investment
managers. The committee members are all of the directors of the
Company. The Investment Committee did not meet separately during
fiscal year 1998.
PROPOSAL FOR APPOINTMENT OF INDEPENDENT AUDITORS
On April 28, 1999, upon the recommendation of the Audit Committee, the Board
unanimously selected, subject to ratification by the Company's shareholders,
Ernst & Young to continue to serve as independent auditors for the Company for
the fiscal year ending December 31, 1999. Ernst & Young has served as the
Company's independent auditors since the Company's formation in May, 1998.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting and will have the opportunity to make statements and to respond to
appropriate questions raised at the Annual Meeting.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP
The following table sets forth the beneficial ownership of our Ordinary
Shares by all persons who beneficially own 5% or more of the Ordinary Shares and
by each director and executive officer and by all directors and executive
officers as a group as of June 15, 1999.
<TABLE>
<CAPTION>
Percent
-------
Number of Shares of Class
Name and Address of Beneficial Owners (1) ---------------- --------
- -----------------------------------------
<S> <C> <C>
Michael C. French (2)(3)(4)......................... 172,000 *
Peter W. Presperin (4).............................. 15,500 *
Michelle L. Boucher (3)(4).......................... 12,000 *
Henryk Sulikowski (4)............................... 1,000 *
Michael Austin (4).................................. - -
R. Duke Buchan III (4).............................. - -
Bill Caulfeild-Browne (4)........................... 2,000 *
Robert M. Chmely (4)................................ - -
David Matthews (4)(5)............................... 2,050 *
Charles J. Wyly, Jr. (4)(6)......................... 312,047 1.68%
Sam Wyly (4)(7)..................................... 632,013 3.40%
Maverick Capital, Ltd. (8).......................... 1,688,220 9.09%
All directors and executive officers
As a group (eleven persons)....................... 1,136,610 6.12%
</TABLE>
__________________
* Less than 1%
(1) Except as otherwise indicated, the address for each beneficial owner is c/o
Scottish Annuity & Life Holdings, Ltd., Grand Pavilion Commercial Centre,
802 West Bay Road, George Town, Grand Cayman, Cayman Islands, British West
Indies.
(2) 152,000 of these Ordinary Shares are beneficially owned by an irrevocable
trust of which Mr. French and certain family members are beneficiaries. Mr.
French disclaims beneficial ownership of such Ordinary Shares.
(3) Does not include Ordinary Shares issuable upon exercise of the Class A
Warrants not exercisable within 60 days.
(4) Does not include Ordinary Shares issuable upon exercise of stock options not
exercisable within 60 days.
8
<PAGE>
(5) 500 of these Ordinary Shares are beneficially owned by a family partnership,
of which Mr. Matthews is the general partner. 800 of these Ordinary Shares
are owned by Mr. Matthews' wife, and Mr. Matthews disclaims beneficial
ownership of these shares.
(6) All 312,407 Ordinary Shares are beneficially owned by an irrevocable trust
of which Charles J. Wyly, Jr. and certain family members are beneficiaries.
Charles J. Wyly, Jr. disclaims beneficial ownership of such Ordinary Shares.
(7) All 632,013 Ordinary Shares are beneficially owned by an irrevocable trust
of which Sam Wyly and certain family members are beneficiaries. Sam Wyly
disclaims beneficial ownership of such Ordinary Shares.
(8) Based on a Schedule 13G filed by Maverick Capital, Ltd. with the Securities
and Exchange Commission on February 26, 1999 and subsequent information
provided by Maverick Capital, Ltd. to our counsel on March 16, 1999. The
address of Maverick Capital, Ltd. is 300 Crescent Court, Suite 1850, Dallas,
TX 75201.
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table includes certain summary information concerning the
compensation awarded to, earned by or paid for services rendered in all
capacities during 1998, by our President and Chief Executive Officer and our two
other Executive Officers who were serving as executive officers at the end of
1998.
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
-------------------
Shares
Other Annual Underlying All other
Name and Principal Position Year/1/ Salary Bonus Compensation/2/ Options/SARs/3/ Compensation
- --------------------------- ------ -------- ------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. French (4) 1998 $37,500 $ 0 $ 0 400,000 $ 0
President and Chief
Executive Officer
Henryk Sulikowski (5) 1998 91,667 75,000 0 300,000 100,286 (6)
Senior Vice President and
Chief Insurance Officer
Michelle C. Boucher (7) 1998 14,583 50,000 0 200,000 (8) 8,958 (9)
Senior Vice President,
Chief Financial Officer and
Secretary
</TABLE>
_______________________
(1) We were formed on May 12, 1998 and, therefore, had no operations prior to
1998.
(2) Perquisites and personal benefits furnished to the named executive officers
that do not meet the disclosure thresholds established under SEC regulations
are not included in this column.
(3) Grants of stock options in 1998 vest one-third each year commencing on the
first anniversary of the grant.
(4) Mr. French became the President and Chief Executive Officer as of June 18,
1998, but his salary did not commence until December 1, 1998, immediately
following completion of our initial public offering. Mr. French's
annualized salary is $450,000.
(5) Mr. Sulikowski became Senior Vice President and the Chief Insurance Officer
on July 20, 1998. Mr. Sulikowski's annualized salary is $200,000.
(6) Represents expenses related to Mr. Sulikowski's relocation to the Cayman
Islands in the amount of $33,859, payments for a housing allowance in the
amount of $49,500, payments to our retirement plan in the amount of $9,167,
payments for health insurance in the amount of $510, and payments for air
transportation to and from the United States in the amount of $7,250.
(7) Ms. Boucher became the Senior Vice President, Chief Financial Officer and
Secretary on June 18, 1998. Ms. Boucher's annualized salary was $175,000.
Ms. Boucher resigned as of February 1, 1999.
(8) Ms. Boucher has entered into a Consulting Agreement with the Company
pursuant to which Ms. Boucher has returned to the Company for cancellation
the Stock Option, originally granted to Ms. Boucher in June, 1998,
exercisable for 200,000
9
<PAGE>
Ordinary Shares in exchange for a Stock Option exercisable for 66,600
Ordinary Shares, exercisable in full on November 30, 1999.
(9) Represents payments for a housing allowance in the amount of $7,500 and
payments to our retirement plan in the amount of $1,458.
Options Granted During Fiscal Year 1998
The following table provides information related to options granted to the
Named Executives during fiscal year 1998.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------
Potential Realizable
Value at Assumed
Annual Rate of Ordinary Share
Number of Percent of Price Appreciation
Ordinary Shares Total Options Exercise for Option Term (2)
Underlying Granted to Price Per Expiration -----------------------------
Name Options Granted Employees Share Date 5% 10%
- --------------------- --------------- --------- ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. French 400,000 37.74% $15.00 (1) 11/30/08 $ 3,773,368 $ 9,562,455
Henryk Sulikowski 300,000 28.30 15.00 (1) 11/30/08 2,830,026 7,171,841
Michelle L. Boucher 200,000 (3) 18.87 (3) 15.00 (3) 11/30/08 (3) 1,886,684 (3) 4,781,227 (3)
</TABLE>
__________________
(1) The stock options are exercisable in three equal installments commencing
November 30, 1999.
(2) The potential realizable value columns of the table above illustrate the
value that might be realized upon exercise of the options immediately prior
to the expiration of their terms, assuming the specified compounded rates of
appreciation of the price of the Ordinary Shares over the terms of the
options. These amounts do not take into account provisions of certain
options providing for termination of the options following termination of
employment or vesting over periods of up to three years. The use of the
assumed 5% and 10% returns is established by the Commission and is not
intended by the Company to forecast possible future appreciation of the
price of the Ordinary Shares.
(3) Ms. Boucher resigned, effective February 1, 1999. Ms. Boucher has entered
into a Consulting Agreement with the Company pursuant to which Ms. Boucher
has returned to the Company for cancellation a Stock Option, originally
granted to Ms. Boucher in June, 1998, exercisable for 200,000 Ordinary
Shares in exchange for a Stock Option exercisable for 66,600 Ordinary
Shares, exercisable in full on November 30, 1999.
Options Exercised During Fiscal Year 1998 and Fiscal Year-End Option Values
The following table provides information, for each of the named executive
officers, regarding the exercise of options during 1998 and unexercised options
held as of December 31, 1998.
<TABLE>
<CAPTION>
Number of Shares Underlying Value of Unexercised In-the-
Unexercised Options/SARs at Money Options/Sars at
December 31, 1998 December 31, 1998
--------------------------------- --------------------------------
Shares
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------- --------------- ---------- -------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. French 0 0 0 400,000 0 0
Henryk Sulikowski 0 0 0 300,000 0 0
Michelle L. Boucher 0 0 0 200,000 (1) 0 0
</TABLE>
__________________
(1) Ms. Boucher has entered into a Consulting Agreement with the Company
pursuant to which Ms. Boucher has returned to the Company for cancellation
the Stock Option, originally granted to Ms. Boucher in June, 1998,
exercisable for 200,000 Ordinary Shares in exchange for a Stock Option
exercisable for 66,600 Ordinary Shares, exercisable in full on November 30,
1999.
10
<PAGE>
Compensation of Directors
Directors who are also our employees are not paid any fees or additional
compensation for services as members of our Board of Directors or any committee
thereof. Non-employee Directors receive cash in the amount of $20,000 per annum
and $1,000 per board or committee meeting attended. On November 30, 1998, each
non-employee Director was granted an option to purchase 10,000 Ordinary Shares
pursuant to our Second Amended and Restated 1998 Stock Option Plan with an
exercise price per share equal to the initial public offering price of $15.00.
On June 17, 1999, upon becoming a non-employee Director, Mr. Caulfeild-Browne
was granted an option to purchase 10,000 Ordinary Shares pursuant to our Second
Amended and Restated 1998 Stock Option Plan with an exercise price per share
equal to the initial public offering price of $15.00. Subject to certain
conditions, each non-employee Director will be granted an option to purchase
2,000 Ordinary Shares at each successive annual general meeting after December
1, 1998 with an exercise price equal to the fair market value of the Ordinary
Shares at the date of grant.
Employment and Change of Control Agreements
Michael C. French. Under his employment agreement, Mr. French has agreed to
serve as Chief Executive Officer and President for an initial term ending on
June 18, 2001 to be automatically extended on June 18, 2001 and each anniversary
thereafter for an additional year, subject to 90 days advance notice before June
18, 2001 or any subsequent anniversary by either us or Mr. French of an
intention not to renew. Mr. French receives an annual salary of $450,000 and is
eligible to participate in all of our employee benefit programs and to receive
an annual performance-based bonus in an amount to be determined by our Board of
Directors. Mr. French is entitled to a gross-up of certain excise taxes and to
the payment or reimbursement of any legal fees or related expenses incurred by
Mr. French with respect to the interpretation, enforcement or defense of his
rights under his employment agreement. Upon execution of the employment
agreement, Mr. French received stock options exercisable for 400,000 Ordinary
Shares.
Peter W. Presperin. Under his employment agreement, Mr. Presperin has agreed
to serve as Senior Vice President - Chief Financial Officer and Secretary for an
initial term commencing on February 2, 1999 and ending on February 2, 2002, to
be automatically extended on February 2, 2002 and each anniversary thereafter
for an additional year, subject to 90 days advance notice before February 2,
2002 or any subsequent anniversary by us or Mr. Presperin of an intention not to
renew. Mr. Presperin receives an annual salary of $250,000 and is eligible to
participate in all of our employee benefit programs. Mr. Presperin received a
one-time bonus of 8,000 Ordinary Shares of the Company valued at a per share
price of $11, which was the market price of the Company's Ordinary Shares at the
time Mr. Presperin agreed to join the Company. Mr. Presperin is also eligible
to receive an annual performance-based bonus to be determined by our Board of
Directors. In addition, during the term of employment, Mr. Presperin is
eligible to participate in all of our employee benefit programs, and we must
fund a retirement account for Mr. Presperin in an amount not less than 10% of
annual salary for each year during the term of his employment. We must also pay
or reimburse any legal fees or related expenses incurred by Mr. Presperin with
respect to the interpretation, enforcement or defense of his rights under his
employment agreement. Upon execution of the employment agreement, Mr. Presperin
received stock options exercisable for 300,000 Ordinary Shares.
11
<PAGE>
Henryk Sulikowski. Under his employment agreement, Mr. Sulikowski agreed to
serve as Senior Vice President and Chief Insurance Officer for an initial term
ending on July 20, 2001, to be automatically extended for an additional year, at
the expiration of the initial term and each anniversary thereafter, subject to
90 days advance notice before such expiration or anniversary by either us or Mr.
Sulikowski of an intention not to renew. Mr. Sulikowski receives an annual
salary of $200,000 and is eligible to participate in all of our employee benefit
programs. Mr. Sulikowski received a one-time cash bonus of $75,000 on November
30, 1998. Mr. Sulikowski is eligible to receive an annual performance-based
bonus in an amount to be determined by our Board of Directors and receives a
monthly housing and travel allowance of $9,000. In addition, during the term of
Mr. Sulikowski's employment, Mr. Sulikowski is eligible to participate in all of
our employee benefit programs, and we must fund a retirement account for Mr.
Sulikowski in an amount not less than 10% of Mr. Sulikowski's annual salary for
each year during the term of his employment. We must also pay or reimburse Mr.
Sulikowski for any legal fees or related expenses incurred by Mr. Sulikowski
with respect to the interpretation, enforcement or defense of his rights under
his employment agreement. Upon execution of the employment agreement, Mr.
Sulikowski received stock options exercisable for 300,000 Ordinary Shares.
Mr. French's, Presperin's and Sulikowski's employment agreements each
provide that the executive will maintain in confidence all confidential matters
and that each will not:
. during their employment or, if they receive severance compensation
upon termination of their employment, for one year thereafter, participate in
the management of any business enterprise that engages in substantial and direct
competition with us; or
. during his employment or for one year thereafter, attempt to
influence, persuade or induce (or assist any other person in so persuading or
inducing) any employee to leave us.
In addition, pursuant to each executive's employment agreement, each is
entitled to severance compensation
. if we terminate his employment in any case other than death,
disability or cause;
. if the executive terminates his employment upon our failure to
keep the executive in his office or position (or a substantially equivalent
office or position);
. an adverse change affecting the authorities, powers, functions,
responsibilities or duties attaching to his position with us;
. a reduction in his compensation;
. the failure of any of our successors to assume our duties and
obligations under the executive's employment agreement;
. a relocation of the principal location of the executive's work in
excess of 25 miles of its original location (or for Mr. Sulikowski, to any
location other than the Cayman Islands);
. a change in control of the Company (provided the executive
terminates his employment within one year of such change in control);
. an unremedied breach of the executive's employment agreement by
us or any successor; or
12
<PAGE>
. if we notify the executive of our intent not to renew the executive's
employment agreement at the expiration of its initial term or any anniversary
thereafter.
The severance compensation that Mr. French will be entitled to upon any
termination referred to above includes a lump sum payment equal to three times
the sum of his annual base salary and incentive compensation at the highest
respective rates in effect for any year prior to the termination. The severance
compensation that each of Mr. Presperin and Mr. Sulikowski will be entitled to
upon any such termination includes a lump sum payment equal to the sum of
. the greater of any amounts of his respective annual base salary
relating to the first three years of the term of his employment not paid prior
to the termination of their employment;
. his respective annual base salary at the highest rate in effect for
any year prior to the termination;
. the annual incentive compensation at the highest rate in effect for
any year prior to the termination; and
. the transportation expenses for his and his immediate family's
relocation to the United States.
Insider Participation in Compensation Decisions and Board Interlocks
Our Board of Directors does not have a compensation committee. Instead,
compensation is determined by the full Board of Directors. Mr. Michael C. French
is a director and is our President and Chief Executive Officer. No other
directors are officers.
Mr. French is an executive officer and director of our company and a
director and executive officer of The Scottish Annuity Company (Cayman) Ltd. Mr.
French participated in decisions related to compensation of executive officers
of each of our company and The Scottish Annuity Company. Effective October 1,
1998, we entered into an agreement with The Scottish Annuity Company for
Scottish Insurance to provide The Scottish Annuity Company with a variety of
insurance administration, accounting and other services. For these services, The
Scottish Annuity Company pays Scottish Insurance quarterly, for each annuity
contract issued by Scottish Annuity, an amount equal to 0.50% per annum of the
separate account value of such contracts, except that such amount will not be
less than $25,000 per year. In addition, The Scottish Annuity Company must
refrain
. from the direct or indirect offer or sale of any life insurance
products and must refer only to Scottish Insurance any opportunity or
inquiry that it may receive to issue and sell any life insurance
products, and
. from the direct or indirect offer or sale of any variable annuity
products and must refer only to The Scottish Annuity Company any
opportunity or inquiry that it may receive to issue and sell any
annuity products.
Under separate agreements and as partial consideration for entering into
the agreement described above, Scottish Insurance subleased from The Scottish
Annuity Company a portion of its leased space in the Cayman Islands until March
31, 1999, and The Scottish Annuity Company sold certain of its computer hardware
and software to Scottish Insurance. Ms. Boucher, formerly the Senior Vice
President, Chief Financial Officer and Secretary of Holdings, is a consultant to
our Company, and is the former Manager of Finance and Administration of, and now
a consultant to Scottish Annuity.
13
<PAGE>
Mr. French is also a director of Michaels Stores, Inc. and Sterling
Software, Inc. Each of Sam Wyly and Charles J. Wyly, Jr., each a director of our
company, is also an executive officer of both Michaels Stores and Sterling
Software. Sam Wyly and Charles J. Wyly, Jr. participate in compensation
decisions related to executive officers of our company. Mr. French does not
participate in compensation decisions related to executive officers of Michaels
Stores and Sterling Software.
REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has responsibility for our executive compensation
practices and policies. Of the eight directors on the Board, seven are outside
directors who are not officers or employees. The executive compensation for
1998 was established by the Board of Directors prior to our initial public
offering, and the sole Board Member at that time was Michael C. French.
Executive Pay Policy
Our compensation is intended to attract, retain and motivate the key people
necessary to lead us to achieve our strategic objective of increased stockholder
value over the long term, reflecting our belief that executive compensation
should seek to align the interests of our executives with those of our
stockholders. The program utilizes three components: base salary, short-term
incentives and long-term compensation in the form of stock options.
In establishing base salaries, we have adopted a strategy of setting
executive salaries at or above market to retain and attract key executives,
while providing incentive compensation pay opportunities, based on performance
achievement. We set the salary ranges in this manner to ensure that our base
salary practices do not put us at a competitive disadvantage in retaining and
attracting key executives while ensuring an appropriate cost structure.
We believe that our current program of a base salary and long- and short-
term performance- based compensation which can be earned by our executive
officers will increase long-term stockholder value.
Base Salary
Mr. French's, Presperin's and Sulikowski's current annual base salary is
$450,000, $250,000 and $200,000, respectively. As of the date of this proxy
statement, the Board of Directors has not reviewed or adjusted the salaries of
its executive officers for 1999.
Short-Term Incentive and Stock Options
Under their respective employment contracts, each executive is eligible to
receive a cash bonus at the sole discretion of the Board of Directors.
Additionally, the Second Amended and Restated 1998 Stock Option Plan is
administered by the Board of Directors and is designed to provide incentive
compensation to our directors, executive officers, and other key employees,
consultants and advisors.
The Board of Directors
Sam Wyly, Chairman of the Board Michael C. French
Michael Austin David Matthews
R. Duke Buchan III Howard Shapiro
Robert M. Chmely Charles J. Wyly, Jr.
14
<PAGE>
Performance Graph
The following graph compares the cumulative stockholder return on our
Ordinary Shares with the Nasdaq Composite Index and the Nasdaq Insurance Index.
The comparison assumes $100 was invested as of November 24, 1998 (the date our
Ordinary Shares began trading on a "when issued" basis) and the reinvestment of
all dividends.
Comparison of Cumulative Shareholder Return
[GRAPH]
Nov. 24, 1998 Dec. 31, 1998
------------- -------------
Scottish Annuity & Life Holdings, Ltd. $100 $ 91.67
Nasdaq Composite Index $100 $111.80
Nasdaq Insurance Index $100 $100.01
15
<PAGE>
CERTAIN TRANSACTIONS
DC Planning Relationships
On August 13, 1998, we entered into a consulting services agreement with DC
Planning, an insurance consulting firm that develops life insurance products and
acts as a consultant on insurance matters for high net worth families, trust
companies and other fiduciaries. Under the terms of this agreement, DC Planning
provides to us certain consulting services, including with respect to the
development and implementation of our business plan. DC Planning is paid
$180,000 a year for a term of three years under the agreement. Howard Shapiro,
who was on our Board of Directors, was the managing partner of DC Planning. On
November 30, 1998, we granted Mr. Shapiro, in his capacity as a consultant,
stock options exercisable for 100,000 Ordinary Shares. These options are in
addition to the stock options exercisable for 10,000 Ordinary Shares granted to
Mr. Shapiro in his capacity as a non-employee director.
Direct Investors Relationship
Two trusts purchased Ordinary Shares and Class A Warrants exercisable for
Ordinary Shares in a private placement in November, 1998. The two trusts
purchased an aggregate of 709,220 Ordinary Shares and Class A Warrants
exercisable for 200,000 Ordinary Shares at an exercise price of $15.00 per
share. The aggregate purchase price for the Ordinary Shares and Class A Warrants
was $10 million, or $14.10 for one Ordinary Share and a warrant to purchase
0.282 Ordinary Shares. One of the trusts is an irrevocable trust of which Sam
Wyly and certain family members are beneficiaries. The other trust is an
irrevocable trust of which Charles J. Wyly, Jr. and certain family members are
beneficiaries. Sam Wyly, who is the Chairman of the Board and a Director, and
Charles J. Wyly, Jr., who is a Director, both disclaim beneficial ownership of
such Ordinary Shares and Class A Warrants.
Pre-IPO Equity Adjustment
On October 22, 1998, we redeemed 1,100,000 Ordinary Shares of the 1,500,000
Ordinary Shares issued upon our formation. Shareholders participating in the
redemption exchanged these shares for either Class A Warrants (exercisable for
an aggregate 900,000 Ordinary Shares) or nominal consideration. The shareholders
who received Class A Warrants in the redemption are three irrevocable trusts of
which, respectively, Sam Wyly, the Chairman of the Board and a Director, Charles
J. Wyly, Jr., a Director, and Michael C. French, our Chief Executive Officer,
President and a Director, and certain family members of each are beneficiaries.
These trusts received Class A Warrants to purchase an aggregate of 466,667
Ordinary Shares, 233,333 Ordinary Shares and 200,000 Ordinary Shares,
respectively. Messrs. French, Sam Wyly and Charles J. Wyly, Jr. each disclaim
beneficial ownership of such Class A Warrants. The Class A Warrants received in
the redemption are exercisable for a price per share equal to the $15 initial
public offering price. The shareholders that received nominal consideration in
the redemption are two irrevocable trusts of which Sam Wyly and certain family
members are beneficiaries and a corporation wholly-owned by Michelle L. Boucher,
the former Senior Vice President, Chief Financial Officer and Secretary of the
Company.
16
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission (the "SEC"). Such persons are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based solely on
its review of the copies of such forms received by it with respect to fiscal
year 1998, or written representations from certain reporting persons, the
Company believes that its officers and directors and persons who own more than
10% of a registered class of the Company's equity securities have complied with
all applicable filing requirements.
ANNUAL REPORT
The Annual Report to Shareholders of the Company, including financial
statements for the fiscal year ended December 31, 1998, accompanies this proxy
statement. The Annual Report is not to be deemed part of this Proxy Statement.
By Order of the Board of Directors
/s/ PETER W. PRESPERIN
------------------------------
Peter W. Presperin
Secretary
Cayman Islands, BWI
June 21, 1999
17
<PAGE>
THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Shareholders, you
can be sure your shares are represented at the Annual Meeting by promptly
returning your proxy in the enclosed envelope.
DETACH HERE
Please mark
[X] votes as in
this example.
This Proxy when executed will be voted in the manner directed herein. If no
direction is made, this Proxy will be voted FOR the election of the Director
nominees and FOR Proposal 2.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
1. Election of Directors (See reverse). 2. Ratification of Ernst & Young as independent auditors.
<S> <C>
FOR WITHHELD FOR AGAINST ABSTAIN
[_] [_] [_] [_] [_]
_____________________________________________________________________
For each of the three nominees except as written in above.
- ------------------------------------------------------------------------------------------------------------------------
MARK HERE FOR
[_] ADDRESS CHANGE
AND NOTE AT LEFT
IMPORTANT: Whether or not you expect to attend the meeting in person,
please date, sign and return this proxy. Please sign exactly as your
name appears hereon. Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian, please give
full title as such.
Signature: _________________________________ Signature:____________________________________
Date:______________________________________ Date:___________________________________________
</TABLE>
<PAGE>
DETACH HERE
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
Please date and sign on reverse side and return in the enclosed postage-paid
envelope.
PROXY
The undersigned acknowledge(s) receipt of the Proxy Statement of
Scottish Annuity & Life Holdings, Ltd. (the "Company") relating to the 1999
Annual Meeting of Shareholders (the "Annual Meeting") and hereby
constitute(s) and appoint(s) Michael C. French and Peter W. Presperin,
attorneys and proxies of the undersigned, with full power of substitution
and resubstitution to each and with all the powers the undersigned would
possess if personally present, to vote for and in the name and place of the
undersigned all Ordinary Shares of the Company held or owned by the
undersigned, or standing in the name of the undersigned, at the Annual
Meeting to be held on Wednesday, July 28, 1999, commencing at 10:00 a.m.
Cayman Islands time, at the Company's offices located at Grand Pavilion
Commercial Centre, 802 West Bay Road, George Town, Grand Cayman, Cayman
Islands, British West Indies, or any adjournment or postponement thereof,
upon the matters referred to in the Proxy Statement for the Annual Meeting
as stated below and on the reverse side. The proxies are further
authorized to vote, in their discretion, upon such other business as may
properly come before the Annual Meeting or any adjournment or postponement
thereof. A majority of said attorneys and proxies present and acting at
the Annual Meeting (or if only one shall be present and act, then that one)
shall have, and may exercise, all the powers of all said attorneys and
proxies hereunder.
This proxy is being solicited on behalf of the Board of Directors of
Scottish Annuity & Life Holdings, Ltd. Unless otherwise specified below or
on the reverse side, this proxy will be voted FOR the nominees of the Board
of Directors listed below and FOR the ratification of Ernst & Young as
Scottish Annuity & Life Holdings, Ltd.'s independent auditors.
Discretionary authority is hereby conferred as to all other matters that
may come before the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
1. ELECTION OF THREE DIRECTORS to serve until Scottish Annuity & Life Holdings,
Ltd.'s 2002 Annual Meeting of Shareholders.
The nominees are Robert M. Chmely, David Matthews, and Bill
Caulfeild-Browne.
2. RATIFICATION OF THE APPOINTMENT of Ernst & Young as independent auditors.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
