<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 10-K/A
For Annual and Transition Reports Pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1998
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from ____ to ______
Commission File Number 0-29788
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact Name of Registrant as Specified in Its Charter)
Cayman Islands Not Applicable
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
Grand Pavilion Commercial Centre
802 West Bay Road
George Town, Grand Cayman
Cayman Islands, British West Indies Not Applicable
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (345) 949-2800
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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None
Securities Registered Pursuant to Section 12(g) of the Act:
Ordinary Shares, par value $.01 per share
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 26, 1999 was $173,213,904.30
As of March 26, 1999, Registrant had 18,568,440 Ordinary Shares outstanding.
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Scottish Annuity & Life Holdings, Ltd. hereby amends and restates in its
entirety Item 14 of the Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 as set forth below.
Item 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(1) Audited Consolidated Financial Statements of Scottish Annuity &
Life Holdings, Ltd. and its subsidiary:
Report of Independent Auditors
Consolidated Balance Sheet
Consolidated Statement of Income
Consolidated Statement of Comprehensive Loss
Consolidated Statement of Shareholders' Equity
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements
(2) Consolidated Financial Statement Schedules
All financial statement schedules are omitted because they are
either not applicable or the required information is included
in the balance sheet or notes thereto appearing elsewhere in
this Registration Statement.
(3) Exhibits
Except as otherwise indicated, the following Exhibits are filed herewith
and made a part hereof:
Exhibit
Number Description of Document
- ------ -----------------------
1.1 Form of Underwriting Agreement between the Company and the
Underwriters (incorporated herein by reference to Exhibit 1.1 to the
Company's Registration Statement on Form S-1 filed with the Securities
Exchange Commission on June 19, 1998, as amended).
3.1 Memorandum of Association of the Company (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
3.2 Articles of Association of the Company (incorporated herein by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
4.1 Specimen Ordinary Share Certificate (incorporated herein by reference
to Exhibit 4.1 to the Company's Registration Statement on Form S-1
filed with the Securities Exchange Commission on June 19, 1998, as
amended).
4.2 Form of Amended and Restated Class A Warrant (incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement on
Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
4.3 Form of Amended and Restated Class B Warrant (incorporated herein by
reference to Exhibit 4.3 to the Company's Registration Statement on
Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
4.4 Form of Securities Purchase Agreement for the Class A Warrants
(incorporated herein by reference to Exhibit 4.4 to the Company's
Registration Statement on Form S-1 filed with the Securities Exchange
Commission on June 19, 1998, as amended).
4.5 Form of Warrant Purchase Agreement for the Class B Warrants
(incorporated herein by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-1 filed with the Securities Exchange
Commission on June 19, 1998, as amended).
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4.6 Form of Registration Rights Agreement for the Class A Warrants
(incorporated herein by reference to Exhibit 4.6 to the Company's
Registration Statement on Form S-1 filed with the Securities Exchange
Commission on June 19, 1998, as amended).
4.7 Form of Registration Rights Agreement for the Class B Warrants
(incorporated herein by reference to Exhibit 4.7 to the Company's
Registration Statement on Form S-1 filed with the Securities Exchange
Commission on June 19, 1998, as amended).
4.8 Form of Securities Purchase Agreement between the Company and the
Shareholder Investors (incorporated herein by reference to Exhibit
4.10 to the Company's Registration Statement on Form S-1 filed with
the Securities Exchange Commission on June 19, 1998, as amended).
4.9 Form of Registration Rights Agreement between the Company and the
Shareholder Investors (incorporated herein by reference to Exhibit
4.11 to the Company's Registration Statement on Form S-1 filed with
the Securities Exchange Commission on June 19, 1998, as amended).
4.10 Form of Securities Purchase Agreement between the Company and the Non-
Shareholder Investors (incorporated herein by reference to Exhibit
4.12 to the Company's Registration Statement on Form S-1 filed with
the Securities Exchange Commission on June 19, 1998, as amended).
4.11 Form of Registration Rights Agreement between the Company and the Non-
Shareholder Investors (incorporated herein by reference to Exhibit
4.13 to the Company's Registration Statement on Form S-1 filed with
the Securities Exchange Commission on June 19, 1998, as amended).
10.1 Employment Agreement dated June 18, 1998 between the Company and
Michael C. French (incorporated herein by reference to Exhibit 10.1 to
the Company's Registration Statement on Form S-1 filed with the
Securities Exchange Commission on June 19, 1998, as amended).
10.2 Second Amended and Restated 1998 Stock Option Plan effective October
22, 1998 (incorporated herein by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1 filed with the Securities
Exchange Commission on June 19, 1998, as amended).
10.3 Form of Stock Option Agreement in connection with 1998 Stock Option
Plan (incorporated herein by reference to Exhibit 10.4 to the
Company's Registration Statement on Form S-1 filed with the Securities
Exchange Commission on June 19, 1998, as amended).
10.4 Agreement dated June 30, 1998 between the Company and International
Risk Management (Cayman) Ltd. (incorporated herein by reference to
Exhibit 10.8 to the Company's Registration Statement on Form S-1 filed
with the Securities Exchange Commission on June 19, 1998, as amended).
10.5 Amended and Restated Insurance Administration, Services and Referral
Agreement dated as of October 1, 1998 between the Company and The
Scottish Annuity Company (Cayman) Ltd. (incorporated herein by
reference to Exhibit 10.9 to the Company's Registration Statement on
Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
10.6 Employment Agreement dated July 20, 1998 between the Company and
Henryk Sulikowski (incorporated herein by reference to Exhibit 10.10
to the Company's Registration Statement on Form S-1 filed with the
Securities Exchange Commission on June 19, 1998, as amended).
10.7 Form of Indemnification Agreement between the Company and each of its
directors and officers (incorporated herein by reference to Exhibit
10.12 to the Company's Registration Statement on Form S-1 filed with
the Securities Exchange Commission on June 19, 1998, as amended).
10.8 Investment Management Agreement dated October 22, 1998 between the
Company and Pacific Investment Management Company (incorporated herein
by reference to Exhibit 10.13 to the Company's Registration Statement
on Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
10.9 Investment Management Agreement dated October 22, 1998 between the
Company and General Re--New England Asset Management, Inc.
(incorporated herein by reference to Exhibit 10.14 to the Company's
Registration Statement on Form S-1 filed with the Securities Exchange
Commission on June 19, 1998, as amended).
10.10 Agreement dated October 23, 1998 between the Company and Westport
Partners (Bermuda), Ltd. (incorporated herein by reference to Exhibit
10.15 to the Company's Registration Statement on Form S-1 filed with
the Securities Exchange Commission on June 19, 1998, as amended).
2
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10.11 Investment Management Agreement dated October 22, 1998 between the
Company and The Prudential Investment Corporation (incorporated herein
by reference to Exhibit 10.16 to the Company's Registration Statement
on Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
10.12 Form of Omnibus Registration Rights Agreement (incorporated herein by
reference to Exhibit 10.17 to the Company's Registration Statement on
Form S-1 filed with the Securities Exchange Commission on June 19,
1998, as amended).
10.13 Employment Agreement, dated February 2, 1999 between the Company and
Peter W. Presperin.
10.14 Consulting Agreement dated February 1, 1999 between the Company and
Michelle L. Boucher.
10.15 Investment Advisory Service Agreement between the Company and
Prudential Securities Corporation.
21.1 Subsidiaries of Registrant.
23.1 Consent of Ernst & Young.
24.1 Powers of Attorney.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December 31, 1998 to be
signed on its behalf by the undersigned, thereunto duly authorized.
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
June 17, 1999 By: /S/ MICHAEL C. FRENCH
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Michael C. French
Chief Executive Officer and President
4
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EXHIBIT INDEX
Exhibit Description of Document
-----------------------
Sequential
Number
Page No.
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27.1 Financial Data Schedule.
5
<TABLE> <S> <C>
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<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAY-12-1998
<PERIOD-END> DEC-31-1998
<DEBT-HELD-FOR-SALE> 229,756,293
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 244,267,976
<CASH> 3,863,042
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 254,346,239
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 0
0
0
<COMMON> 185,684
<OTHER-SE> 251,874,495
<TOTAL-LIABILITY-AND-EQUITY> 254,346,239
0
<INVESTMENT-INCOME> 1,142,501
<INVESTMENT-GAINS> (14,236)
<OTHER-INCOME> 209,886
<BENEFITS> 0
<UNDERWRITING-AMORTIZATION> 0
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<INCOME-PRETAX> 436,321
<INCOME-TAX> 0
<INCOME-CONTINUING> 436,321
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 436,321
<EPS-BASIC> 0.12
<EPS-DILUTED> 0.12
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
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