SC 13G
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Scottish Annuity & Life Holdings Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
GT7885T104
(CUSIP Number)
November 4, 1999
(Date of Event which requires filing of this statement)
Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1: and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. GT7885T104 Page 2 of 5 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORBIS INVESTMENT MANAGEMENT LIMITED
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- ------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
805,000
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
NONE
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
805,000
REPORTING ----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
NONE
- ------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
805,000
- ------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
- ------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.0%
- ------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. GT7885T104 Page 3 of 5 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORBIS ASSET MANAGEMENT LIMITED
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
- ------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
97,000
SHARES ----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
NONE
OWNED BY ----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
97,000
REPORTING ----------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
NONE
- ------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
97,000
- ------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES* [X]
- ------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0.6%
- ------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IA
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. GT7885T104 Page 4 of 5 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer:
Scottish Annuity & Life Holdings Ltd.
Item 1(b) Address of Issuer's Principal Executive Offices:
Grand Pavilion Commercial Centre
P.O. Box 10657 APO
802 West Bay Road
George Town, Grand Cayman, Cayman Islands, BWI
Item 2(a) Name of Person(s) Filing:
Orbis Investment Management Limited
Orbis Asset Management Limited
Item 2(b) Address of Principal Business Office:
34 Bermudiana Road
Hamilton HM11 Bermuda
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
GT7885T104
Item 3 The person(s) filing is(are):
If this statement is filed pursuant to Rule 13d-1(c), check this
box [X]
Item 4 Ownership
Orbis Investment Management Limited ("OIML") and Orbis Asset
Management Limited ("OAML") are together making this filing because they may
be deemed to constitute a "group" for the purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information
with respect to each of OIML and OAML (collectively, the "Reporting Persons")
is given solely by such Reporting Person and no Reporting Person has
responsibility for the accuracy or completeness of information supplied by the
other Reporting Person.
OIML is the beneficial owner of 805,000 shares or 5.0% of the
16,046,740 shares of Common Stock of Scottish Annuity & Life Holdings Ltd.
believed to be outstanding. OIML disclaims beneficial ownership of the 97,000
shares of Common Stock beneficially owned by OIAL.
<PAGE>
CUSIP No. GT7885T104 Page 5 of 5 Pages
OIAL is the beneficial owner of 97,000 shares or 0.6% of the
16,046,740 shares of Common Stock of Scottish Annuity & Life Holdings Ltd.
believed to be outstanding. OIAL disclaims beneficial ownership of the 805,000
shares of Common Stock beneficially owned by OIML.
Item 5 Ownership of 5% or Less of a Class: N/A
Item 6 Ownership of More than 5% on Behalf of Another Person:
Orbis Global Equity Fund Limited has the right to receive and the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the 805,000 shares of Common Stock beneficially owned by OIML.
Orbis Optimal Global Fund LP has the right to receive and the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
97,000 shares of Common Stock beneficially owned by OIAL.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company: N/A
Item 8 Identification and Classification of Members of the Group: N/A
Item 9 Notice of Dissolution of the Group: N/A
Item 10 Certification
By signing below the undersigned certify that to the best of our
knowledge and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
Signatures
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: January 11, 2000
ORBIS INVESTMENT MANAGEMENT LIMITED
BY: /s/ James J. Dorr
General Counsel and Secretary
ORBIS ASSET MANAGEMENT LIMITED
BY: /s/ James J. Dorr
General Counsel and Secretary
