-----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, O6jlRYz/9S9AMUl4xQ4k2aDw2zIvP7lRp3K7Xdh3RSJp0gDND2K/E/uPZk4n4w7k +4VMnw7c9CkjMvso0F9ZaQ== 0001017062-02-000095.txt : 20020413 0001017062-02-000095.hdr.sgml : 20020413 ACCESSION NUMBER: 0001017062-02-000095 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020111 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTISH ANNUITY & LIFE HOLDINGS LTD CENTRAL INDEX KEY: 0001064122 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55937 FILM NUMBER: 2507597 BUSINESS ADDRESS: STREET 1: GRAND PAVILION COMMERCIAL CENTRE STREET 2: 802 WEST BAY RD GEORGE TOWN GRAND CAYMAN CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459492800 MAIL ADDRESS: STREET 1: GRAND PAVILION COMMERCIAL CENTRE STREET 2: 802 WEST BAY RD GEORGE TOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTISH LIFE HOLDINGS LTD DATE OF NAME CHANGE: 19980615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC MUTUAL HOLDING CO CENTRAL INDEX KEY: 0001160465 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 330769202 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 700 NEWPORT CENTER DRIVE STREET 2: PACIFIC LIFE INSURANCE CO CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9492193754 MAIL ADDRESS: STREET 1: PACIFIC LIFE INSURANCE CO STREET 2: 700 NEWPORT CENTER DR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 dsc13d.txt SC 13D FILED BY PACIFIC MUTUAL HOLDING COMPANY SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. (Name of Issuer) Ordinary Shares, $0.01 par value (Title of Class of Securities) 90 2 97110 (CUSIP Number) Pacific Mutual Holding Company 700 Newport Center Drive Newport Beach, CA 92660-6397 Attention: General Counsel (949) 219-3011 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2001 (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 schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.ss. 240.13d-7(b) 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). - -------------------- ------------------ CUSIP No 90 2 97110 Page 2 of 10 Pages - -------------------- ------------------ Schedule 13D - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS Pacific Mutual Holding Company S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 33-0769202 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)[_] GROUP (b)[_] - -------------------------------------------------------------------------------- 3. - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL [_] PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 4,532,380 (See Item 5 below) SHARES ---------------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER N/A EACH ---------------------------------------------------------------- REPORTING PERSON 9. SOLE DISPOSITIVE POWER 4,552,380 (See Item 5 below) WITH ---------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,552,380 (See Item 5 below) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.6% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IC,CO - -------------------------------------------------------------------------------- - ------------------- ------------------ CUSIP No. 67885T104 Page 3 of 10 Pages - ------------------- ------------------ Schedule 13D This Statement on Schedule 13D (this "Statement") is filed on behalf of Pacific Mutual Holding Company ("PMHC") to report the issuance by Scottish Annuity & Life Holdings, Ltd., a Cayman Islands corporation ("Scottish Holdings"), of 4,532,380 shares (the "Shares") to Pacific Life Insurance Company ("Pacific Life"), an indirect, wholly owned subsidiary of PMHC. Item 1. Security and Issuer. ------------------- This Statement relates to the ordinary shares, par value $0.01 per share ("Ordinary Shares"), of Scottish Holdings. The principal executive offices of Scottish Holdings are located at Crown House, 3rd Floor, 4 Par-la-Ville Road, Hamilton HM 12, Bermuda. Item 2. Identity and Background. ----------------------- (a) Name: Pacific Mutual Holding Company, a California mutual holding company. Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of PMHC. All such individuals are U.S. citizens, except as otherwise indicated on Appendix A. (b) Business Address: 700 Newport Center Drive, Newport Beach, CA 92660-6397. (c) Principal business: PMHC is a holding company whose subsidiaries engage primarily in the business of asset management and sales of life insurance. (d) Criminal Proceedings: During the last five years, neither PMHC nor any executive officer or director of PMHC has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither PMHC nor any executive officer or director of PMHC has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any 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) State of Formation: California. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- PMHC acquired beneficial ownership of the Shares in exchange for the transfer of 100% of the issued and outstanding stock of World Wide Holdings Limited, an English private company limited by shares, to Scottish Holdings. - -------------------- ------------------ CUSIP No 90 2 97110 Page 4 of 10 Pages - -------------------- ------------------ Schedule 13D Item 4. Purpose of Transaction. ---------------------- PMHC acquired beneficial ownership of the Shares for investment purposes. Pursuant to the Stockholder Agreement dated December 31, 2001 between Scottish Holdings and Pacific Life (the "Stockholder Agreement"), so long as PMHC and its direct or indirect wholly owned subsidiaries (each a "PMHC Entity" and collectively "PMHC Entities") beneficially own at least 15% of the issued and outstanding Scottish Holdings Ordinary Shares, the PMHC Entities have the right to nominate for election or reelection to the Scottish Holdings' Board of Directors a number of persons equaling not less than 20% of the total number of directors on the board, and at least one director nominated by the PMHC Entities and elected to the board will serve on each of the board's Audit Committee, Finance and Investment Committee and Compensation Committee (if any). So long as PMHC Entities own at least 10% of the issued and outstanding Scottish Holdings Ordinary Shares, the PMHC Entities are entitled to nominate one board member. Reference is made to Item 6 for a discussion of certain restrictions on PMHC's ability to influence management of Scottish Holdings and on PMHC's ownership of Ordinary Shares. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) PMHC beneficially owns 4,532,380 Ordinary Shares of Scottish Holdings, which represent approximately 22.5% of the outstanding Ordinary Shares as of December 31, 2001. Additionally, PMHC beneficially owns options to purchase 20,000 additional Ordinary Shares of Scottish Holdings (the "Options") that were issued to two executives of PMHC upon their initial election as directors of Scottish Holdings. The Options were immediately exercisable upon their issuance. (b) PMHC, through its wholly owned subsidiaries, has sole voting and dispositive power with respect to the 4,532,380 Ordinary Shares beneficially owned by it. PMHC has and will have no voting power with respect to the Ordinary Shares to which the Options relate until such time as the Options are exercised. (c) PMHC has not effected any transactions in the Ordinary Shares in the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to ----------------------------------------------------------------------- Securities of Scottish Holdings. ------------------------------- Stockholder Agreement In addition to PMHC's rights to representation on Scottish Holdings' Board of Directors as described in item 4 above, the Stockholder Agreement places certain restrictions on PMHC's ability to influence management of Scottish Holdings and on PMHC's ownership of Ordinary Shares. Until the second anniversary of the closing, PMHC will not attempt to influence the Scottish Holdings Board of Directors or the management of Scottish Holdings other than through - -------------------- ------------------ CUSIP No 90 2 97110 Page 5 of 10 Pages - -------------------- ------------------ Schedule 13D nomination of directors to the Scottish Holdings Board of Directors pursuant to the Stockholder Agreement, and PMHC will not enter into any agreement or group attempting to do so. The PMHC Entities will not acquire more than 24.9% of the issued and outstanding Ordinary Shares. Additionally, if PMHC or related entities to which Ordinary Shares are transferred undergo a change of control, Scottish Holdings has the right to buy back its Ordinary Shares at the greater of the then current market price or a formula price taking into account the earnings multiple applied by the person acquiring control of PMHC or its related entity. Registration Rights Agreement Pacific Life and Scottish Holdings are parties to the Registration Rights Agreement dated December 31, 2001. Under this Registration Rights Agreement, PMHC Entities owning Ordinary Shares may request up to three demand registrations of its Ordinary Shares, but no more than one per 12-month period. PMHC Entities owning Ordinary Shares also have the right to demand unlimited registrations using Form S-3 and may request to be included in any share registration carried out by Scottish Holdings. Item 7. Material To Be Filed as Exhibits. -------------------------------- The Stockholder Agreement is filed by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Scottish Holdings dated December 31, 2001. - -------------------- ------------------ CUSIP No 90 2 97110 Page 6 of 10 Pages - -------------------- ------------------ Schedule 13D 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. Dated: ___________________________________________ __________________________________________________ Signature Khanh T. Tran Executive Vice President & Chief Financial Officer -------------------------------------------------- Name/Title - -------------------- ------------------ CUSIP No 90 2 97110 Page 7 of 10 Pages - -------------------- ------------------ Schedule 13D APPENDIX A Name: Richard M. Ferry, Director Business Address: 1800 Century Park East, Suite 900 Los Angeles, CA 90067 Principal Occupation: Founder Chairman Korn Ferry International Name, principal Korn Ferry International business and address of 1800 Century Park East, Suite 900 corporation or other Los Angeles, CA 90067 organization in which employment is conducted: Citizenship: USA Name: Donald E. Guinn, Director Business Address: 130 Kearny Street, Room 3200 San Francisco, CA 94108-4887 Principal Occupation: Chairman Emeritus Name, principal Pacific Telesis Group (Retired) business and address of 130 Kearny Street, Room 3200 corporation or other San Francisco, CA 94108-4887 organization in which employment is conducted: Citizenship: USA Name: Allen W. Mathies, Jr., Director Business Address: 100 W. California Blvd. Pasadena, CA Principal Occupation: President Emeritus Name, principal Huntington Memorial Hospital (Retired) business and address of 100 W. California Blvd. corporation or other Pasadena, CA organization in which employment is conducted: Citizenship: USA - -------------------- ------------------ CUSIP No 90 2 97110 Page 8 of 10 Pages - -------------------- ------------------ Schedule 13D Name: Donn B. Miller, Director Business Address: 136 El Camino, Suite 216 Beverly Hills, CA 90212 Principal Occupation: President and CEO Name, principal Pierson-Sibert Oil Co. of Texas business and address of 136 El Camino, Suite 216 corporation or other Beverly Hills, CA 90212 organization in which employment is conducted: Citizenship: USA Name: Susan Westerberg Prager, Director Business Address: 405 Hilgard Avenue Los Angeles, CA 90005 Principal Occupation: Professor of Law Name, principal UCLA School of Law business and address of 405 Hilgard Avenue corporation or other Los Angeles, CA 90095 organization in which employment is conducted: Citizenship: USA Name: Richard M. Rosenberg, Director Business Address: 555 California Street, 11th Floor San Francisco, CA 94104 Principal Occupation: Chairman and CEO Name, principal Bank of America business and address of 555 California Street, 11th Floor corporation or other San Francisco, CA 94104 organization in which employment is conducted: Citizenship: USA - -------------------- ------------------ CUSIP No 90 2 97110 Page 9 of 10 Pages - -------------------- ------------------ Schedule 13D Name: Glenn S. Schafer Business Address: 700 Newport Center Drive Newport Beach, CA 92660 Principal Occupation: Director, President Name, principal Pacific Life Insurance Company business and address of 700 Newport Center Drive corporation or other Newport Beach, CA 92660 organizationin which employment is conducted: Citizenship: USA Name: Thomas C. Sutton Business Address: 700 Newport Center Drive Newport Beach, CA 92660 Principal Occupation: Director, Chairman, Chief Executive Officer Name, principal Pacific Life Insurance Company business and address of 700 Newport Center Drive corporation or other Newport Beach, CA 92660 organization in which employment is conducted: Citizenship: USA Name: James R. Ukropina, Director Business Address: 400 South Hope Street, 16th Floor Los Angeles, CA 90071 Principal Occupation: Lawyer Name, principal O'Melveny & Myers business and address of 400 South Hope Street, 16th Floor corporation or other Los Angeles, CA 90071 organization in which employment is conducted: Citizenship: USA - -------------------- ------------------- CUSIP No 90 2 97110 Page 10 of 10 Pages - -------------------- ------------------- Schedule 13D Name: Larry J. Card Business Address: 700 Newport Center Drive Newport Beach, CA 92660 Principal Occupation: Executive Vice President Name, principal Pacific Life Insurance Company business and address of 700 Newport Center Drive corporation or other Newport Beach, CA 92660 organization in which employment is conducted: Citizenship: USA Name: Khanh T. Tran Business Address: 700 Newport Center Drive Newport Beach, CA 92660 Principal Occupation: Director, Executive Vice President Name, principal Pacific Life Insurance Company business and address of 700 Newport Center Drive corporation or other Newport Beach, CA 92660 organization in which employment is conducted: Citizenship: USA -----END PRIVACY-ENHANCED MESSAGE-----