-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UAxcjvdC+JTDdve01FleuSLBdFriQOJqLY6EqxTcRWxagGIqvwI1DVAfY2oH1oku E7LmX3rkYUW25qzRfYAayA== 0000950142-98-000519.txt : 19980717 0000950142-98-000519.hdr.sgml : 19980717 ACCESSION NUMBER: 0000950142-98-000519 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980716 SROS: NASD GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA) MGP, LTD. GROUP MEMBERS: INSURANCE GENPAR (BERMUDA), L.P. GROUP MEMBERS: INSURANCE GENPAR MGP, INC. GROUP MEMBERS: INSURANCE GENPAR MGP, L.P. GROUP MEMBERS: INSURANCE GENPAR, L.P. GROUP MEMBERS: INSURANCE PARTNERS LP GROUP MEMBERS: INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P. GROUP MEMBERS: INSURANCE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANNUITY & LIFE RE HOLDINGS LTD CENTRAL INDEX KEY: 0001051628 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53943 FILM NUMBER: 98667069 BUSINESS ADDRESS: STREET 1: VICTORIA HALL STREET 2: VICTORIA STREET, PO BOX HM 1262 CITY: HAMILTON, HM BERMUDA BUSINESS PHONE: 4412951422 MAIL ADDRESS: STREET 1: VICTORIA HALL, VICTORIA STREET STREET 2: PO BOX HM 1262, HAMILTON, HM FX CITY: BERMUDA FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE PARTNERS LP CENTRAL INDEX KEY: 0001012376 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133753044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 MAIN ST CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908500 MAIL ADDRESS: STREET 1: 201 MAIN STREET CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 ----------------------- ANNUITY AND LIFE RE (HOLDINGS), LTD. (Name of Issuer) COMMON SHARES, PAR VALUE $1.00 (Title of Class of Securities) G03910109 (CUSIP Number) ----------------------- INSURANCE PARTNERS ADVISORS, L.P. ONE CHASE MANHATTAN PLAZA, 44TH FLOOR NEW YORK, NY 10005 ATTENTION: ROBERT A. SPASS TEL. NO.: (212) 898-8700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- APRIL 15, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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 1 of 32 Pages SCHEDULE 13D CUSIP NO. G03910109 Page 2 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 -- Contributions from partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,143,065 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 1,143,065 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,143,065 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. G03910109 Page 3 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,143,065 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 1,143,065 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,143,065 shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 4 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,143,065 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 1,143,065 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,143,065 shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance Genpar, L.P., which is the general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 5 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar MGP, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 1,143,065 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 1,143,065 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,143,065 shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.5% 14 TYPE OF REPORTING PERSON CO (1) Solely in its capacity as the general partner of Insurance GenPar MGP, L.P., which is the general partner of Insurance Genpar, L.P., which is the general partner of Insurance Partners, L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 6 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance Partners Offshore (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 -- Contributions from partners 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 629,985 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 629,985 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,985 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. G03910109 Page 7 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 629,985 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 629,985 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,985 shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance Partners Offshore (Bermuda), L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 8 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda) MGP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 629,985 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 629,985 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,985 shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14 TYPE OF REPORTING PERSON PN (1) Solely in its capacity as the general partner of Insurance GenPar (Bermuda), L.P., which is the general partner of Insurance Partners Offshore (Bermuda), L.P. SCHEDULE 13D CUSIP NO. G03910109 Page 9 of 32 Pages --------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Insurance GenPar (Bermuda) MGP, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda 7 SOLE VOTING POWER NUMBER OF 629,985 shares SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 629,985 shares 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 629,985 shares (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5% 14 TYPE OF REPORTING PERSON CO (1) Solely in its capacity as the general partner of Insurance GenPar (Bermuda) MGP, L.P., which is the general partner of Insurance GenPar (Bermuda), L.P., which is the general partner of Insurance Partners Offshore (Bermuda), L.P. Page 10 of 32 Pages ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Common Shares, par value $1.00 per share, of Annuity and Life Re (Holdings), Ltd. (the "Company") and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the principal executive offices of the Company is Victoria Hall, Victoria Street, P.O. Box HM1262, Hamilton HM FX, Bermuda. ITEM 2. IDENTITY AND BACKGROUND. (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations promulgated under the Exchange Act, this Statement is hereby filed by Insurance Partners, L.P., a Delaware limited partnership ("IP Delaware"), Insurance GenPar, L.P., a Delaware limited partnership ("Insurance GenPar"), Insurance GenPar MGP, L.P., a Delaware limited partnership ("IMGPLP"), Insurance GenPar MGP, Inc., a Delaware corporation ("IMGPI"), Insurance Partners Offshore (Bermuda), L.P., a Bermuda limited partnership ("IP Bermuda"), Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership ("Insurance GenPar Bermuda"), Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership ("IBMGPLP") and Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation ("IBMGPI"). IP Delaware, Insurance GenPar, IMGPLP, IMGPI, IP Bermuda, Insurance GenPar Bermuda, IBMGPLP and IBMGPI are sometimes hereinafter collectively referred to as the "Reporting Persons." IP Delaware and IP Bermuda are sometimes hereinafter collectively referred to as "Insurance Partners." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act, although neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that a group exists. (b) - (c) IP DELAWARE IP Delaware is a Delaware limited partnership, formed to invest in securities of insurance entities to be selected by its investment committee. The principal business address of IP Delaware, which also serves as its principal office, is 201 Main Street, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Insurance GenPar, the sole general partner of IP Delaware, is set forth below. INSURANCE GENPAR Insurance GenPar is a Delaware limited partnership, the principal business of which is serving as the sole general partner of IP Delaware. The Page 11 of 32 Pages principal business address of Insurance GenPar, which also serves as its principal office, is 201 Main Street, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to IMGPLP, the sole general partner of Insurance GenPar, is set forth below. IMGPLP IMGPLP is a Delaware limited partnership, the principal business of which is serving as the sole general partner of Insurance GenPar. The principal business address of IMGPLP, which also serves as its principal office, is 201 Main Street, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to IMGPI, the sole general partner of IMGPLP, is set forth below. IMGPI IMGPI is a Delaware corporation, the principal business of which is serving as the sole general partner of IMGPLP. The principal business address of IMGPI, which also serves as its principal office, is 201 Main Street, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Exchange Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of IMGPI, are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OF EMPLOYMENT - ---- ---------------- -------------------- Robert A. Spass One Chase Manhattan Plaza Managing Partner of Insurance 44th Floor Partners Advisors, L.P. New York, NY 10005 Daniel L. Doctoroff 65 East 55th Street Managing Partner of Insurance New York, NY 10022 Partners Advisors, L.P. Steven H. Gruber 65 East 55th Street Managing Partner of Insurance New York, NY 10022 Partners Advisors, LP. Insurance Partners Advisors, L.P. is a Delaware limited partnership, the principal business of which is performing investment banking services for IP Delaware, IP Bermuda and their portfolio companies. The principal business address of Insurance Partners Advisors, L.P. is One Chase Manhattan Plaza, 44th Floor, New York, New York 10005. Page 12 of 32 Pages IP BERMUDA IP Bermuda is a Bermuda limited partnership, formed to invest in securities of insurance entities to be selected by its investment committee. The principal business address of IP Bermuda, which also serves as its principal office, is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton, HM EX, Bermuda. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Insurance GenPar Bermuda, the sole general partner of IP Bermuda, is set forth below. INSURANCE GENPAR BERMUDA Insurance GenPar Bermuda is a Bermuda limited partnership, the principal business of which is serving as the general partner of IP Bermuda. The principal business address of Insurance GenPar Bermuda, which also serves as its principal office, is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton, HM EX, Bermuda. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Insurance IBMGPLP, the sole general partner of Insurance GenPar Bermuda, is set forth below. IBMGPLP IBMGPLP is a Bermuda limited partnership, the principal business of which is serving as the sole general partner of Insurance GenPar Bermuda. The principal business address of IBMGPLP, which also serves as its principal office, is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton, HM EX, Bermuda. Pursuant to Instruction C to Schedule 13D of the Exchange Act, information with respect to Insurance IBMGPI, the sole general partner of IBMGPLP, is set forth below. IBMGPI IBMGPI is a Bermuda corporation, the principal business of which is serving as the sole general partner of IBMGPLP. The principal business address of IBMGPI, which also serves as its principal office, is Cedar House, 41 Cedar Avenue, P.O. Box HM 1179, Hamilton, HM EX, Bermuda. Pursuant to Instruction C to Schedule 13D of the Exchange Act, the name, residence or business address, and present principal occupation or employment of each director, executive director and controlling person or IBMGPI are as follows: Page 13 of 32 Pages RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OF EMPLOYMENT - ---- ---------------- ------------- Robert A. Spass See above See above Daniel L. Doctoroff See above See above Steven H. Gruber See above See above Kenneth E.T. Robinson Appleby, Spurling & Kempe Attorney 41 Cedar Avenue Hamilton, HM 12, Bermuda Jill Virgil-Smith Appleby, Spurling & Kempe Attorney 41 Cedar Avenue Hamilton, HM 12, Bermuda Appleby, Spurling & Kempe is a law firm based in Bermuda. Its principal business address is 41 Cedar Avenue, Hamilton, HM 12, Bermuda. (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The total amount of funds required by Insurance Partners to purchase the Securities (as defined below), pursuant to the Purchase Agreements described in Item 4, was $25,000,000. The funds were furnished from contributions from the partners of Insurance Partners. ITEM 4. PURPOSE OF TRANSACTION. As of March 19, 1998, the Company entered into Securities Purchase Agreements (the "Purchase Agreements") with each of IP Delaware and IP Bermuda pursuant to which, subject to certain conditions, IP Delaware agreed to purchase 1,143,065 Common Shares and warrants to purchase 80,586 Common Shares for $16,117,215.90 to purchase 44,414 Common Shares for $8,882,784.10 (such Page 14 of 32 Pages Common Shares are collectively referred to as the "Shares," such warrants are collectively referred to as the "Warrants" and the Shares and the Warrants are collectively referred to as the "Securities"). At the closing under the Purchase Agreement on April 15, 1998, IP Delaware and IP Bermuda purchased the Securities. The Warrants to purchase additional Common Shares are exercisable as to one-third of the total Common Shares on and after April 15, 1999, April 15, 2000 and April 15, 2001, respectively, at an exercise price of $15.00 per share. The Shares, the Warrants and the Common Shares issuable upon exercise of the Warrants were not registered under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Registration Rights Agreements, dated April 15, 1998 (the "Registration Rights Agreements"), the Company has granted each of IP Delaware and IP Bermuda certain demand and piggy-back registration rights with respect to the Shares and the Common Shares issuable upon exercise of the Warrants. Under a letter agreement dated March 19, 1998 among IP Delaware, IP Bermuda and the Company (the "Letter Agreement"), so long as Insurance Partners owns at least 500,000 Common Shares, the Company shall nominate for election as a director of the Company one person jointly selected by IP Delaware and IP Bermuda. For so long as any person selected by Insurance Partners is a director (and during the period after designation but before election), IP Delaware and IP Bermuda will not vote or permit any of the Common Shares beneficially owned by them to be voted for the election of any director of the Company, other than the nominee of Insurance Partners. Paul H. Warren, an officer of IMGPI, IBMGPI and Insurance Partners Advisors, L.P., has been appointed as a director of the Company pursuant to the Letter Agreement. The foregoing descriptions of the Purchase Agreements, the Registration Rights Agreements and the Letter Agreement are qualified in their entirety by reference to the Purchase Agreements, the Registration Rights Agreement and the Letter Agreement, which are filed as exhibits hereto and are incorporated herein by reference. Insurance Partners purchased the Securities for investment purposes. Insurance Partners expects to limit its involvement in the management of the Company to representation on the Company's Board of Directors. The Reporting Persons intend to review continuously their position in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions, stock market conditions, tax considerations and performance of the Common Shares, each of the Reporting Persons may, from time to time, acquire additional Common Shares or other securities, retain its Securities or dispose of all or Page 15 of 32 Pages a portion of its Securities, subject to any applicable legal and contractual restrictions on their ability to do so (including the restrictions described in Item 6 below). Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (b) through (j) of Item 4 of Schedule 13D of the Exchange Act. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) IP DELAWARE IP Delaware may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,143,065 Common Shares, which constitutes approximately 4.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. Additionally, IP Delaware has the rights to acquire an additional 80,586 Common Shares pursuant to the Warrants (which are not currently exercisable). INSURANCE GENPAR In its capacity as the sole general partner of IP Delaware, Insurance GenPar may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,143,065 Common Shares, which constitutes approximately 4.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IMGPLP In its capacity as the sole general partner of Insurance GenPar, which is the sole general partner of IP Delaware, IMGPLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,143,065 Common Shares, which constitutes approximately 4.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IMGPI In its capacity as the sole general partner of IMGPLP, which is the sole general partner of Insurance GenPar, which is the sole general partner of IP Delaware, IMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,143,065 Common Shares which constitutes approximately 4.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. Page 16 of 32 Pages IP BERMUDA IP Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 629,985 Common Shares which constitutes approximately 2.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. Additionally, IP Bermuda has the rights to acquire up to an additional 44,414 Common Shares pursuant to the Warrants (which are not currently exercisable). INSURANCE GENPAR BERMUDA In its capacity as the sole general partner of IP Bermuda, Insurance GenPar Bermuda may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 629,985 Common Shares, which constitutes approximately 2.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IBMGPLP In its capacity as the sole general partner of Insurance GenPar Bermuda, which is the sole general partner of IP Bermuda, IBMGPLP may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 629,985 Common Shares which constitutes approximately 2.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. IBMGPI In its capacity as the sole general partner of IBMGPLP, which is the sole general partner of Insurance GenPar Bermuda, which is the sole general partner of IP Bermuda, IBMGPI may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 629,985 Common Shares which constitutes approximately 2.5% of the 25,499,999 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Exchange Act. (b) Except as set forth herein, none of the Reporting Persons has any power to vote or to direct the vote or to dispose or to direct the disposition of any Common Shares. (c) Except as set forth herein, none of the persons named in response to paragraph (a) has effected any transactions in Common Shares during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares owned by such Reporting Person. Page 17 of 32 Pages (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with the Company's initial public offering of Common Shares, each of IP Delaware and IP Bermuda agreed in letter agreements (the "Lock-up Agreements") that it would not directly or indirectly, without the prior written consent of Prudential Securities Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as representatives of the underwriters of such offering) and the Company, offer, sell, offer to sell, contract to sell, transfer, assign, pledge, hypothecate, grant any option to purchase, or otherwise sell or dispose (or announce any of the foregoing) of any Common Shares or any other securities convertible into, or exercisable for, any Common Shares or other capital stock of the Company for the period ending on April 8, 1999. Copies of the Lock-up Agreements are attached as exhibits hereto and are incorporated herein by reference. Except as described above in Item 4 (which is incorporated herein by reference) and in this Item 6, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the Common Shares or Warrants. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description - ------ ----------- Exhibit 1 Joint Filing Agreement. Exhibit 2 Lock-up Agreement, dated April 8, 1998, between IP Delaware, the Company and certain underwriters named therein. Exhibit 3 Lock-up Agreement, dated April 8, 1998, between IP Bermuda, the Company and certain underwriters named therein. Incorporated by reference to Securities Purchase Agreement, dated as of Exhibit 10.12 of the March 19, 1998, between the Company Company's Registration and IP Delaware. Statement on Form S-1 (File No. 333-43301), filed with the Commission Page 18 of 32 Pages Exhibit Number Description - ------ ----------- Incorporated by reference to Securities Purchase Agreement, dated as of Exhibit 10.12 of the March 19, 1998, between the Company Company's Registration and IP Bermuda. Statement on Form S-1 (File No. 333-43301), filed with the Commission Incorporated by reference to Letter Agreement, dated as of March 19, Exhibit 10.18 of the 1998, among the Company, IP Delaware Company's Registration and IP Bermuda. Statement on Form S-1 (File No. 333-43301), filed with the Commission Incorporated by reference to Registration Rights Agreement, dated as of Exhibit 10.13 of the April 15, 1998, between the Company and Company's Registration IP Delaware. Statement on Form S-1 (File No. 333-43301), filed with the Commission. Incorporated by reference to Registration Rights Agreement, dated as of Exhibit 10.13 of the April 15, 1998, between the Company and Company's Registration IP Bermuda. Statement on Form S-1 (File No. 333-43301), filed with the Commission. Page 19 of 32 Pages SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 15, 1998 INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President Page 20 of 32 Pages INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President Page 21 of 32 Pages INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda corporation By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President Page 22 of 32 Pages EXHIBIT INDEX
Exhibit Sequential Number Description Page Number - ------ ----------- ----------- Exhibit 1 Joint Filing Agreement. 23 Exhibit 2 Lock-up Agreement, dated April 8, 1998, between 27 IP Delaware, the Company and certain underwriters named therein. Exhibit 3 Lock-up Agreement, dated April 8, 1998, between 30 IP Bermuda, the Company and certain underwriters named therein. Incorporated by reference to Securities Purchase Agreement, dated as of Exhibit 10.12 of the March 19, 1998, between the Company and Company's Registration IP Delaware. Statement on Form S-1 (File No. 333-43301), filed with the Commission Incorporated by reference to Securities Purchase Agreement, dated as of Exhibit 10.12 of the March 19, 1998, between the Company and Company's Registration IP Bermuda. Statement on Form S-1 (File No. 333-43301), filed with the Commission Incorporated by reference to Letter Agreement, dated as of March 19, 1998, Exhibit 10.18 of the among the Company, IP Delaware and IP Company's Registration Bermuda. Statement on Form S-1 (File No. 333-43301), filed with the Commission Incorporated by reference to Registration Rights Agreement, dated as of Exhibit 10.13 of the April 15, 1998, between the Company and Company's Registration IP Delaware. Statement on Form S-1 (File No. 333-43301), filed with the Commission. Incorporated by reference to Registration Rights Agreement, dated as of Exhibit 10.13 of the April 15, 1998, between the Company and IP Company's Registration Bermuda. Statement on Form S-1 (File No. 333-43301), filed with the Commission.
EX-1 2 EXHIBIT 1 Page 23 of 32 Pages Exhibit 1 --------- Agreement Relating to Joint Filing of Statement on Schedule 13D ---------------------------------- This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of common shares, $1.00 par value per share, of Annuity Life and Re (Holdings), Ltd. is being filed on behalf of the undersigned. Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, that each person on whose behalf the Statement is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more counterparts by each of the undersigned, and each of which, taken together, shall constitute one and the same instrument. Date: July 15, 1998 INSURANCE PARTNERS, L.P., a Delaware limited partnership By: Insurance GenPar, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President Page 24 of 32 Pages INSURANCE GENPAR, L.P., a Delaware limited partnership By: Insurance GenPar MGP, L.P., a Delaware limited partnership, its General Partner By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, L.P., a Delaware limited partnership By: Insurance GenPar MGP, Inc., a Delaware corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR MGP, INC., a Delaware corporation By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President Page 25 of 32 Pages INSURANCE PARTNERS OFFSHORE (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda), L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA), L.P., a Bermuda limited partnership By: Insurance GenPar (Bermuda) MGP, L.P., a Bermuda limited partnership, its General Partner By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President INSURANCE GENPAR (BERMUDA) MGP, L.P., a Bermuda corporation By: Insurance GenPar (Bermuda) MGP, Ltd., a Bermuda corporation, its General Partner By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President Page 26 of 32 Pages INSURANCE GENPAR (BERMUDA) MGP, LTD., a Bermuda corporation By: /s/ Robert A. Spass ----------------------- Name: Robert A. Spass Title: President EX-2 3 EXHIBIT 2 Exhibit 2 --------- April 8, 1998 Prudential Securities Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated BT Alex. Brown Incorporated CIBC Oppenheimer Corp. Schroder & Co. Inc. As Representatives of the several Underwriters c/o Prudential Securities Incorporated One New York Plaza New York, New York 10292 Re: Annuity and Life Re (Holdings), Ltd. Gentlemen: In connection with the initial public offering (the "Offering") of Common Shares, par value $1.00 per share (the "Common Shares") of Annuity and Life Re (Holdings), Ltd. (the "Company"), the undersigned understands that the Company has filed a Registration Statement on Form S-1 (as amended, the "Registration Statement") with the Securities and Exchange Commission (the "Commission") for the registration of approximately 19,262,500 Common Shares (including 2,512,500 shares subject to an over-allotment option) in connection with the Offering. The undersigned further understands that you are contemplating entering into an Underwriting Agreement with the Company in connection with the Offering. All terms not otherwise defined herein shall have the same meanings as in the Underwriting Agreement. In order to induce the Company, you and the other Underwriters to enter into the Underwriting Agreement and to proceed with the Offering, the undersigned agrees, for the benefit of the Company, you and the other Underwriters, that should the Offering be effected, the undersigned will not, without the prior written consent of the Company and Prudential Securities Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, directly or indirectly, offer, sell, offer to sell, contract to sell, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, transfer, assignment, pledge, hypothecation, grant of any option to purchase or other sale or disposition) of (i) any Common Shares or other capital stock of the Company or (ii) any other securities convertible into, or exercisable or exchangeable for, any Common Shares or other capital stock of the Company, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned on the Page 28 of 32 Pages date hereof or hereafter acquired for a period of one year subsequent to the date of the final Prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Act") promulgated by the Commission, or if no filing under Rule 424(b) is made, the date of the final Prospectus included in the Registration Statement when declared effective under the Act. Further, the undersigned agrees that prior to the effective date of the Registration Statement, the undersigned will not, without the prior written consent of the Company and Prudential Securities Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, directly or indirectly, offer, sell, offer to sell, contract to sell, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise dispose or transfer (or announce any offer, sale, offer of sale, contract of sale, transfer, assignment, pledge, hypothecation, grant of any option to purchase or other disposition or transfer) of (i) any Common Shares or other capital stock of the Company or (ii) any other securities convertible into, or exercisable or exchangeable for, any Common Shares or other capital stock of the Company, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned on the date hereof or hereafter acquired. The undersigned confirms that it understands that the Underwriters and the Company will rely upon the representations set forth in this agreement in proceeding with the Offering. This agreement shall be binding on the undersigned and its respective successors, heirs, personal representatives and assigns. Page 29 of 32 Pages It is understood that, if the Underwriting Agreement does not become effective in accordance with its terms on or before June 30, 1998, this letter agreement shall become null and void and of no further force or effect. INSURANCE PARTNERS, L.P. By: Insurance GenPar, L.P., its general partner By: Insurance GenPar MGP, L.P., its general partner By: Insurance GenPar MGP, Inc., its general partner By: /s/ Paul H. Warren ---------------------- Name: Paul H. Warren Title: The foregoing is accepted and agreed to as of the date first above written: PRUDENTIAL SECURITIES MERRILL LYNCH, PIERCE, INCORPORATED FENNER & SMITH INCORPORATED By: /s/ Jean Claude Canfin By: /s/ Antonio Ursano, Jr. - -------------------------- --------------------------- Name: Jean-Claude Canfin Name: Antonio Ursano, Jr. Title: Managing Director Title: Director EX-3 4 EXHIBIT 3 Page 30 of 32 Pages Exhibit 3 --------- April 8, 1998 Prudential Securities Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated BT Alex. Brown Incorporated CIBC Oppenheimer Corp. Schroder & Co. Inc. As Representatives of the several Underwriters c/o Prudential Securities Incorporated One New York Plaza New York, New York 10292 Re: Annuity and Life Re (Holdings), Ltd. Gentlemen: In connection with the initial public offering (the "Offering") of Common Shares, par value $1.00 per share (the "Common Shares") of Annuity and Life Re (Holdings), Ltd. (the "Company"), the undersigned understands that the Company has filed a Registration Statement on Form S-1 (as amended, the "Registration Statement") with the Securities and Exchange Commission (the "Commission") for the registration of approximately 19,262,500 Common Shares (including 2,512,500 shares subject to an over-allotment option) in connection with the Offering. The undersigned further understands that you are contemplating entering into an Underwriting Agreement with the Company in connection with the Offering. All terms not otherwise defined herein shall have the same meanings as in the Underwriting Agreement. In order to induce the Company, you and the other Underwriters to enter into the Underwriting Agreement and to proceed with the Offering, the undersigned agrees, for the benefit of the Company, you and the other Underwriters, that should the Offering be effected, the undersigned will not, without the prior written consent of the Company and Prudential Securities Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, directly or indirectly, offer, sell, offer to sell, contract to sell, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, transfer, assignment, pledge, hypothecation, grant of any option to purchase or other sale or disposition) of (i) any Common Shares or other capital stock of the Company or (ii) any other securities convertible into, or exercisable or exchangeable for, any Common Shares or other capital stock of the Page 31 of 32 Pages Company, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned on the date hereof or hereafter acquired for a period of one year subsequent to the date of the final Prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Act") promulgated by the Commission, or if no filing under Rule 424(b) is made, the date of the final Prospectus included in the Registration Statement when declared effective under the Act. Further, the undersigned agrees that prior to the effective date of the Registration Statement, the undersigned will not, without the prior written consent of the Company and Prudential Securities Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the Underwriters, directly or indirectly, offer, sell, offer to sell, contract to sell, transfer, assign, pledge, hypothecate, grant any option to purchase or otherwise dispose or transfer (or announce any offer, sale, offer of sale, contract of sale, transfer, assignment, pledge, hypothecation, grant of any option to purchase or other disposition or transfer) of (i) any Common Shares or other capital stock of the Company or (ii) any other securities convertible into, or exercisable or exchangeable for, any Common Shares or other capital stock of the Company, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned on the date hereof or hereafter acquired. The undersigned confirms that it understands that the Underwriters and the Company will rely upon the representations set forth in this agreement in proceeding with the Offering. This agreement shall be binding on the undersigned and its respective successors, heirs, personal representatives and assigns. Page 32 of 32 Pages It is understood that, if the Underwriting Agreement does not become effective in accordance with its terms on or before June 30, 1998, this letter agreement shall become null and void and of no further force or effect. INSURANCE PARTNERS, L.P. By: Insurance GenPar, L.P., its general partner By: Insurance GenPar MGP, L.P., its general partner By: Insurance GenPar MGP, Inc., its general partner By: /s/ Paul H. Warren ---------------------- Name: Paul H. Warren Title: The foregoing is accepted and agreed to as of the date first above written: PRUDENTIAL SECURITIES MERRILL LYNCH, PIERCE, INCORPORATED FENNER & SMITH INCORPORATED By: /s/ Jean Claude Canfin By: /s/ Antonio Ursano, Jr. - -------------------------- --------------------------- Name: Jean-Claude Canfin Name: Antonio Ursano, Jr. Title: Managing Director Title: Director -----END PRIVACY-ENHANCED MESSAGE-----