Schedule 13G Amendment No.1

-----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, DKCH/ZgpfYFl9IxX99tVRwQpUyvVfk0OaOKQibpRm0OmOW0qfEu2hQcAfOjpPEgf Q6H+tJijteZ2OdhXE89T0Q== 0001193125-05-189189.txt : 20050921 0001193125-05-189189.hdr.sgml : 20050921 20050921161059 ACCESSION NUMBER: 0001193125-05-189189 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050921 DATE AS OF CHANGE: 20050921 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 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53943 FILM NUMBER: 051095974 BUSINESS ADDRESS: STREET 1: CUMBERLAND HOUSE, 1 VICTORIA ST STREET 2: PO BOX HM 98, HAMILTON, HM AX CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-296-7667 MAIL ADDRESS: STREET 1: CUMBERLAND HOUSE, 1 VICTORIA ST STREET 2: PO BOX HM 98, HAMILTON, HM AX CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: ANNUITY & LIFE RE HOLDINGS LTD DATE OF NAME CHANGE: 19971217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OVERSEAS PARTNERS LTD CENTRAL INDEX KEY: 0000740125 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 8 PAR-LA-VILLE ROAD MINTFLOWER PLACE STREET 2: PO BOX 1581 CITY: HAMILTON 5 BERMUDA STATE: D0 BUSINESS PHONE: 4412950788 MAIL ADDRESS: STREET 1: PO BOX 1581 CITY: HAMILTON BERMUDA STATE: D0 ZIP: 00000 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO.1 Schedule 13G Amendment No.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ANNUITY & LIFE RE (HOLDINGS), LTD.

(Name of Issuer)

Common Stock, Par Value $1.00

(Title of Class of Securities)

G03910109

(CUSIP Number)

September 14, 2005

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. G03910109		13G		Page 2 of 5 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Overseas Partners Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

6 SHARED VOTING POWER

7 SOLE DISPOSITIVE POWER

8 SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12	TYPE OF REPORTING PERSON* CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. G03910109		13G		Page 3 of 5 Pages

This Amendment No. 1 to Schedule 13G is being filed with respect to the common stock, par value $1.00 (the “Stock”) of Annuity & Life Re (Holdings), Ltd. (the “Issuer”) by Overseas Partners Ltd. (“OPL”), to amend the Schedule 13G filed on November 5, 1999 and to report a beneficial ownership of less than 5% of the total outstanding Stock. On September 14, 2005, OPL disposed of 1,773,050 shares of Stock of the Issuer as well as Class B warrants to acquire 133,396 shares of Stock of the Issuer.


Item 1(a).		Name of Issuer:

		Annuity & Life Re (Holdings), Ltd.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		Cumberland House One Victoria Street Hamilton HM 11, Bermuda

Item 2(a).		Name of Person Filing:

		See Cover Page Item 1.

Item 2(b).		Address of Principal Business Office or, if None, Residence:

		Cumberland House One Victoria Street Hamilton HM 11, Bermuda

Item 2(c).		Citizenship:

		See Cover Page Item 4.

Item 2(d).		Title of Class of Securities:

		Common stock, par value $1.00 of the Issuer.

Item 2(e).		CUSIP Number:

		G03910109

Item 3.		If This Statement is Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:

		Inapplicable.

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CUSIP No. G03910109		13G		Page 4 of 5 Pages



Item 4.	Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		See Cover Page Item 9.

	(b)	Percent of class:

		See Cover Page Item 11.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			See Cover Page Item 5.

		(ii)	Shared power to vote or to direct the vote:

			See Cover Page Item 6.

		(iii)	Sole power to dispose or to direct the disposition of:

			See Cover Page Item 7.

		(iv)	Shared power to dispose or to direct the disposition of:

			See Cover Page Item 8.

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Inapplicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Inapplicable.

Item 8.	Identification and Classification of Members of the Group.

	Inapplicable.

Item 9.	Notice of Dissolution of Group.

	Inapplicable.

Item 10.	Certifications.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. G03910109		13G		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.


September 21, 2005

Overseas Partners Ltd.

By:		/s/ Mark R. Bridges
		Mark R. Bridges, President and Chief Executive Officer

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