-----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, EWCBnNBj0YbTm+SLIUAqybPeEuKoixE8DySS6jDpp9IvNQHCr4mwqV87tuHzL4As Os6JTike9VbSFTZcomlo5Q== 0000898080-01-500293.txt : 20020412 0000898080-01-500293.hdr.sgml : 20020412 ACCESSION NUMBER: 0000898080-01-500293 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011127 FILER: 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29788 FILM NUMBER: 1800242 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 DEFA14A 1 formdefa14a.txt SCHEDULE 14A SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material under Rule 14a-12 SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. -------------------------------------- (Name of Registrant as Specified in Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1. Title of each class of securities to which transaction applies: 2. Aggregate number of securities to which transaction applies: 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4. Proposed maximum aggregate value of transaction: 5. Total fee paid: [ ] Fee paid previously with preliminary materials: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of the filing. 1. Amount previously paid: 2. Form, Schedule or Registration Statement No.: 3. Filing Party: 4. Date Filed: SCOTTISH ANNUITY & LIFE Investor Presentation Fourth Quarter 2001 Notice In connection with the proposed acquisition of World-Wide Holdings Limited, Scottish Annuity & Life Holdings, Ltd. ("Scottish Annuity") has filed a proxy with the Securities and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a copy of the proxy statement and other documents filed by Scottish Annuity free of charge at the SEC's Web site, http://www.sec.gov or at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain information about Scottish Annuity at the company's Web site, the address of which is http://www.scottishannuity.com. In addition, documents filed by Scottish Annuity & Life Holdings, Ltd. with the SEC can be obtained by contacting Scottish Annuity at the following address and telephone number: Scott E. Willkomm, Scottish Annuity & Life Holdings, Ltd., Crown House, Third Floor, 4 Par-la-Ville Road, Post Office Box 2939 HM MX, Hamilton HM 12, Bermuda, telephone (441) 298-4364. This document does not constitute a solicitation by Scottish Annuity or its board of directors of any approval or action of its shareholders. Scottish Annuity, its officers, directors and certain other employees of Scottish Annuity may be soliciting proxies from Scottish Annuity shareholders in favor of the acquisition and may be deemed to be "participants in the solicitation" under the rules of the SEC. Information regarding the interests in the solicitation is set forth in the proxy statement. The proxy statement is now publicly available and has been disseminated to shareholders. Corporate Overview Bermuda-based life insurance specialist Focused Mission-- - To provide low-cost, life insurance-based risk management solutions designed to meet the unique financial and operating needs of our institutional customers throughout the world Complimentary business lines - Life Reinsurance - Wealth Management Efficient and flexible operating structure - Holding company chartered in the Cayman Islands - Operating companies in Bermuda, Cayman Islands, Ireland and the United States Publicly traded-- NASDAQ (SCOT) Total assets of $1.5 billion / shareholders' equity of $258 million More than 60 employees in Bermuda, Grand Cayman and United States Competitive Advantages Exceptional intellectual capital - Fusion of actuarial, accounting, finance and investment disciplines - Superior relationships Flexible corporate and operating structure - Operating companies licensed in multiple jurisdictions - Multi-channel organization process Significant pricing advantage - Tax efficient corporate structure - Low cost operating structure-- Institutional focus - "Clean capital" Excellent security - highly rated - "A" Fitch - "A-" A.M. Best Life Reinsurance Life Reinsurance Traditional Solutions - Mortality risk transfer - Fully underwritten, automatic treaties - New sales and in-force business - Target top North American life insurers Financial Solutions - Annuities and other investment-oriented products - Acquisition financing - Surplus relief - capital management - Target middle-market companies Market Opportunity Large and growing market Consolidation of reinsurers - Mergers and acquisitions over the past 5 years open opportunities in a growing market resulting in an increased need for capacity - Munich-CNA; Swiss-Life Re-M&G; ERC-Phoenix, Swiss Re-Lincoln Re Demutualization - Driving balance sheet and earnings management New market entrants - Banks and institutional sales - Life sales combined with annuity - E Commerce - Direct and through aggregators Barriers to entry - Limited universe of experienced professionals - Access to committed capital Traditional Solutions Mortality risk transfer Fully-underwritten automatic treaties New sales and in force business Target top 60 North American life insurers Liability duration: 10+ years Target ROE: 12 - 15% In force Volume Bar Chart: Reflecting Face Amount of In force Volume in $ billions and Number of Companies Reporting to Scottish In force Volume Number of Companies Reporting $ Billions Mar-00 0 Mar-00 2 Jun-00 1.2 Jun-00 4 Sep-00 3.4 Sep-00 6 Dec-00 12.4 Dec-00 11 Mar-01 16 Mar-01 21 Jun-01 21 Jun-01 24 Sep-01 27 Sep-01 26 Penetration of Top 60 Companies 33% of the top 60 ceding companies (including subsidiaries) are currently reporting to Scottish Pie Chart: Target Market - Top 60 Ceding Companies; 33% - Reporting Financial Solutions Customized financial risk management solutions Annuities and other investment-oriented products Target middle market life companies and non-traditional market participants (banks, p&c companies, investment companies) Liability duration -- 3 to 7 years Target ROE -- 15 to 20% Target Market Target market segments - Small size companies o ACLI Forum 500; less than $1 billion of assets o 113 companies - Medium size companies o Greater than $1 billion of assets but generally less than $5 billion of assets o Capital and surplus to liabilities ratio of 3% to 6% o 209 companies - Larger size companies o Greater than $5 billion of assets and generally less than $20 billion of assets o Approach as opportunity presents o 24 companies - Captive Reinsurance o For companies distributing life insurance annuity products wanting to participate in underwriting profits of those blocks of business via reinsurance structure o Approach as opportunity presents Wealth Management Wealth Management Overview Variable insurance products for high net worth individuals and families - Deferred variable annuities - Variable universal life insurance Used for estate planning and investment purposes IRC compliant policies for US persons Competitive advantage - investment flexibility Low cost, no-load products Reinsure mortality risk Fee-based business Superior persistency Trends Driving Wealth Management Substantial and growing high net worth population Increasing demand for variable insurance products Substantial international interest Lack of tax-advantaged investment products Products Offered Variable universal life insurance - U.S. Tax Compliant; issued through: o Choice of 953(d) or non 953(d) elected company Deferred variable annuities - U.S. Tax Compliant Variable or "unit-linked" life policies for non-US persons Separate Account Assets Bar Chart: Displaying Separate Account Assets in $ millions for the period 1995-2001 categorized as Deferred Variable Annuity and Variable Universal Life 1995 38 million Deferred Variable Annuity 1996 86 million Deferred Variable Annuity 1997 144 million Deferred Variable Annuity 1998 181 million Deferred Variable Annuity 1999 257 million Deferred Variable Annuity 10 million Variable Universal Life 2000 363 million Deferred Variable Annuity 47 million Variable Universal Life 2001 434 million Deferred Variable Annuity 82 million Variable Universal Life Financial Performance Financial Highlights - Total Revenues* Bar Chart: U.S. Millions 1Q 1999: 2.6 Million 2Q 1999: 3.9 Million 3Q 1999: 6.4 Million 4Q 1999: 9.6 Million 1Q 2000: 10.1 Million 2Q 2000: 15.4 Million 3Q 2000: 18.7 Million 4Q 2000: 39.7 Million 1Q 2001: 22.0 Million 2Q 2001: 24.1 Million 3Q 2001: 33.5 Million * U.S. GAAP Financial Highlights - Net Income Bar Chart: U.S. Millions 1Q 1999: 1.6 Million 2Q 1999: 2.2 Million 3Q 1999: 2.3 Million 4Q 1999: 2.8 Million 1Q 2000: 2.0 Million 2Q 2000: 2.4 Million 3Q 2000: 4.5 Million 4Q 2000: 7.0 Million 1Q 2001: 3.7 Million 2Q 2001: 3.9 Million 3Q 2001: 5.5 Million Financial Highlights - Total Assets Bar Chart: U.S. Millions 1Q 1999: 262.0 Million - General Account 2Q 1999: 351.9 Million - General Account 3Q 1999: 522.4 Million - General Account 4Q 1999: 256.5 Million - Separate Accounts 600.1 Million - General Account 1Q 2000: 270.1 Million - Separate Accounts 591.6 Million - General Account 2Q 2000: 284.0 Million - Separate Accounts 709.8 Million - General Account 3Q 2000: 405.6 Million - Separate Accounts 729.8 Million - General Account 4Q 2000: 409.7 Million - Separate Accounts 768.8 Million - General Account 1Q 2001: 460.7 Million - Separate Accounts 767.1 Million - General Account 2Q 2001: 520.6 Million - Separate Accounts 729.3 Million - General Account 3Q 2001: 516.5 Million - Separate Accounts 955.8 Million - General Account Financial Highlights - Shareholders Equity Bar Chart: U.S. Millions 1Q 1999: 254.7 Million (before FAS115) 251.1 Million (after FAS115) 2Q 1999: 256.0 Million (before FAS115) 247.1 Million (after FAS115) 3Q 1999: 242.4 Million (before FAS115) 232.2 Million (after FAS115) 4Q 1999: 234.3 Million (before FAS115) 218.7 Million (after FAS115) 1Q 2000: 235.6 Million (before FAS115) 219.7 Million (after FAS115) 2Q 2000: 235.2 Million (before FAS115) 218.7 Million (after FAS115) 3Q 2000: 237.7 Million (before FAS115) 226.4 Million (after FAS115) 4Q 2000: 243.4 Million (before FAS115) 239.6 Million (after FAS115) 1Q 2001: 246.3 Million (before FAS115) 247.8 Million (after FAS115) 2Q 2001: 250.7 Million (before FAS115) 248.6 Million (after FAS115) 3Q 2001: 253.9 Million (before FAS115) 258.1 Million (after FAS115) World-Wide Reassurance Transaction Summary Announced August 6, 2001 World-Wide is an international life reinsurer domiciled in the United Kingdom Expected to close December 2001 Stock for stock transaction resulting in Pacific Life becoming largest shareholder of Scottish Holdings Transaction Rationale Transaction Rationale Presence in niche markets in developed countries and broader life reinsurance markets in developing markets High growth potential Strong client franchise Management expertise Primary short-term business with an average term of two years. Short duration risks are complimentary to and a good balance with Scottish Holdings' longer-term risk profile Geographic Breakdown of Business Map: World-Wide Holdings Limited, Old Bank House, Thames Street, Windsor United Kingdom: 14% of 2001E premium income AUA book of business: 20% of 2001E premium income United States: 9% of 2001E premium income Pacific Life: 3% of 2001E premium income Latin America: 4% of 2001E premium income Eastern Europe: 2% of 2001E premium income Mediterranean: 1.1% of 2001E premium income Maghreb: 2% of 2001E premium income Middle East: 22% of 2001E premium income Far East: 11% of 2001E premium income Transaction Structure Purchase price of $78 million in SCOT shares Shares to be issued determined based on average of SCOT stock price 20 trading days beginning 25 days prior to closing Number of shares issued floats if SCOT share price between $13.00 and $21.00 per share Pacific Life to take up to $13 million dividend from WW prior to closing Cash cures 24.9% maximum share ownership World-Wide will become sub of Scottish Annuity & Life Holdings, Ltd. Board will be expanded to 9, with Pacific Life receiving 2 seats Scheduled closing - late December 2001 Shareholder Approvals Shareholder Approvals Extraordinary General Meeting on December 14, 2001 Necessary to complete World-Wide transaction Proposals - Approve acquisition of World-Wide from Pacific Life - Amend Memorandum of Association to permit Company to own World-Wide and other non-Cayman Islands insurance and reinsurance companies - Amend Articles of Association to permit Pacific Life to own shares of the Company in excess of 9.9% but less than 24.9% - Adopt 2001 Stock Option Plan -----END PRIVACY-ENHANCED MESSAGE-----