8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):        November 18, 2002

SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
(Exact Name of Registrant as Specified in its Charter)

Cayman Islands
(State or Other Jurisdiction of Incorporation)

0-29788
(Commission File Number)
N/A
(I.R.S. Employer
Identification Number)

(441) 295-4451
(Registrant's Telephone Number, Including Area Code)

P.O. Box HM 2939
Crown House, Third Floor, 4 Par-la-Ville Road
Hamilton HM12, Bermuda
(Address of Principal Executive Offices)
N/A
(Zip Code)

(Former Name or Former Address, if Changed Since Last Report)

        Item 5. Other Events and Required FD Disclosure

        This Current Report on Form 8-K attaches hereto as Exhibits 99.1 and 99.2, and incorporates by reference herein: (i) the Historical Consolidated Financial Statements of World-Wide Holdings Limited ("World-Wide"), including its Consolidated Balance Sheet at September 30, 2001 and 2000 and the Consolidated Statements of Income, Comprehensive Income, Shareholders' Equity and Cash Flows for each of the two years in the period ended September 30, 2001 and (ii) the Unaudited Pro Forma Condensed Combined Statement of Income of Scottish Annuity & Life Holdings, Ltd. ("Scottish Holdings") for the period ended December 31, 2001. Each of these financial statements was previously included in Scottish Holdings' Registration Statement on Form S-3 (Registration No. 333-83696), filed with the Securities and Exchange Commission on March 5, 2002, as amended.

        On November 18, 2002, Scottish Holdings issued a press release announcing a private offering of convertible notes. A copy of the press release is filed as Exhibit 99.3 hereto.

        Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)

Exhibits

23.1

Consent of Ernst & Young LLP, Independent Auditors.

99.1

World-Wide's Historical Consolidated Financial Statements, including World-Wide's Consolidated Balance Sheet at September 30, 2001 and 2000 and the Consolidated Statements of Income, Comprehensive Income, Shareholders' Equity and Cash Flows for each of the two years in the period ended September 30, 2001.

99.2

Scottish Holdings' Unaudited Pro Forma Condensed Combined Statement of Income for the period ended December 31, 2001.

99.3

Press Release issued by Scottish Holdings on November 18, 2002, filed herewith.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
By:	/s/  SCOTT E. WILLKOMM
	Scott E. Willkomm President

        Dated: November 18, 2002

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INDEX TO EXHIBITS

Number	Description
23.1	Consent of Ernst & Young LLP.
99.1	World-Wide's Historical Consolidated Financial Statements including its Consolidated Balance Sheet at September 30, 2001 and 2000 and the Consolidated Statements of Income, Comprehensive Income, Shareholders' Equity and Cash Flows for each of the two years in the period ended September 30, 2001.
99.2	Scottish Holdings' Unaudited Pro Forma Condensed Combined Statement of Income for the period ended December 31, 2001.
99.3	Press Release issued by Scottish Holdings on November 18, 2002, filed herewith.

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SIGNATURE
INDEX TO EXHIBITS

EX-23.1

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Exhibit 23.1

Consent of Independent Auditors

        We consent to the incorporation by reference of our report dated February 26, 2002 with respect to the consolidated financial statements of World-Wide Holdings Limited, in the Current Report on Form 8-K of Scottish Annuity & Life Holdings, Ltd.

Philadelphia, Pa
November 18, 2002

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Consent of Independent Auditors

EX-99.1

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Exhibit 99.1

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholder
World-Wide Holdings Limited

        We have audited the accompanying consolidated balance sheets of World-Wide Holdings Limited as of September 30, 2001 and 2000, and the related consolidated statements of income, comprehensive income, shareholder's equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurances about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of World-Wide Holdings Limited at September 30, 2001 and 2000 and the consolidated results of its operations and its consolidated cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

London, England
February 26, 2002

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WORLD-WIDE HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

(Expressed in Thousands of United States Dollars)

			September 30,
			2001			2000
ASSETS
Investments:
	Fixed maturity securities available for sale at fair value		$	85,930		$	79,027
	Trading equity securities at fair value			19,695			26,035
Cash and cash equivalents				15,287			13,927
TOTAL INVESTMENTS				120,912			118,989
Accrued investment income				3,132			2,541
Reinsurance receivables				32,997			61,792
Deferred acquisition costs				6,663			7,465
Other assets				8,893			6,285
TOTAL ASSETS			$	172,597		$	197,072
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
	Reserves for future policy benefits		$	66,750		$	55,061
	Investment-type products			24,949			33,044
	Due to reinsurers			4,345			38,374
	Benefits payable			693			963
	Accounts payable and accrued expenses			18,384			3,228
	Deferred tax liability			10,049			12,513
TOTAL LIABILITIES				125,170			143,183
Shareholder's Equity:
	Common stock, par value $1.692 per share; 5,000,000 shares authorized, issued, and outstanding			8,458			8,458
	Additional paid-in capital			21,444			21,444
	Accumulated other comprehensive income (loss):
		Unrealized gain on investments, net		1,391			61
		Foreign currency translation adjustments, net		(1,539	)		(2,426	)
	Retained earnings			17,673			26,352
TOTAL SHAREHOLDER'S EQUITY				47,427			53,889
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY			$	172,597		$	197,072

See Accompanying Notes to Consolidated Financial Statements

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WORLD-WIDE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF INCOME

(Expressed in Thousands of United States Dollars)

	Years Ended September 30,
	2001			2000
REVENUES
Premiums earned	$	35,635		$	25,906
Net investment income		7,551			8,628
Change in unrealized gain on trading securities		(6,202	)		3,047
Other income		(285	)		93
TOTAL REVENUES		36,699			37,674
BENEFITS AND EXPENSES
Claims and other policy benefits		23,370			24,353
Acquisition costs and other insurance expenses		4,809			3,300
Operating expenses		4,660			3,688
TOTAL BENEFITS AND EXPENSES		32,839			31,341
NET INCOME BEFORE INCOME TAX EXPENSE		3,860			6,333
Income tax expense		1,158			1,830
NET INCOME	$	2,702		$	4,503

See Accompanying Notes to Consolidated Financial Statements

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WORLD-WIDE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in Thousands of United States Dollars)

		Years Ended September 30,
		2001		2000
NET INCOME		$	2,702	$	4,503
OTHER COMPREHENSIVE INCOME (LOSS)
	Unrealized gain on investments, net		1,330		458
	Foreign currency translation adjustments, net		887		(3,809	)
Total other comprehensive income (loss)			2,217		(3,351	)
COMPREHENSIVE INCOME		$	4,919	$	1,152

See Accompanying Notes to Consolidated Financial Statements

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WORLD-WIDE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

(Expressed in Thousands of United States Dollars, except for number of shares)

	Years Ended September 30,
	2001			2000
ORDINARY SHARES		5,000,000			5,000,000
SHARE CAPITAL	$	8,458		$	8,458
ADDITIONAL PAID-IN CAPITAL		21,444			21,444
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Beginning of period		(2,365	)		986
Unrealized gain on investments, net		1,330			458
Foreign currency translation adjustments, net		887			(3,809	)
End of period		(148	)		(2,365	)
RETAINED EARNINGS
Beginning of period		26,352			21,849
Net income		2,702			4,503
Dividends declared		(11,381	)		—
End of period		17,673			26,352
TOTAL SHAREHOLDER'S EQUITY	$	47,427		$	53,889

See Accompanying Notes to Consolidated Financial Statements

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WORLD-WIDE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Thousands of United States Dollars)

		Years Ended September 30,
		2001			2000
OPERATING ACTIVITIES
Net income		$	2,702		$	4,503
Items not affecting cash:
	Amortization of investments		(2,277	)		(495	)
	Amortization of deferred acquisition costs		796			879
	Deferred income taxes		(3,739	)		1,449
	Change in unrealized loss (gain) on trading securities		6,202			(3,047	)
	Income credits on investment-type products		(8,095	)		2,671
Changes in assets and liabilities:
	Accrued investment income		(591	)		35
	Reinsurance receivables		28,795			21,535
	Other assets		(2,608	)		(4,532	)
	Reserve for future policy benefits		11,689			2,428
	Due to reinsurers		(34,029	)		(17,454	)
	Benefits payable		(270	)		(290	)
	Accounts payable and accrued expenses		3,775			456
Net cash provided by operating activities			2,350			8,138
INVESTING ACTIVITIES
Purchase of investments			(41,793	)		(62,100	)
Proceeds from sales and maturities of investments			37,514			48,652
Cash received from assumption of reinsurance block of business			—			21,572
Net cash provided by investing activities			(4,279	)		8,124
FINANCING ACTIVITIES
Accrued dividends payable			11,381			—
Withdrawals from investment-type product liabilities			(8,087	)		(11,629	)
Net cash used in financing activities			3,294			(11,629	)
OTHER
Effect of exchange rate changes on cash and cash equivalents			(5	)		(3,106	)
Net change in cash and cash equivalents			1,360			1,527
Cash and cash equivalents, beginning of period			13,927			12,400
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	15,287		$	13,927

See Accompanying Notes to Consolidated Financial Statements

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SUPPLEMENTAL SCHEDULE OF INVESTING AND FINANCING ACTIVITIES

        In connection with the assumption of a reinsurance block of business as discussed in Note 2, the following assets and liabilities were assumed:

	September 30, 2000
Trading equity securities	$	25,861
Cash and cash equivalents		21,572
Reinsurance receivables		4,350
Deferred acquisition costs		8,417
Total assets assumed	$	60,200
Reserves for future policy benefits	$	26,231
Investment-type products		31,381
Benefits payable		1,043
Due to reinsurers		1,545
Total liabilities assumed	$	60,200

See Accompanying Notes to Consolidated Financial Statements

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WORLD-WIDE HOLDINGS LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2001

1. ORGANIZATION, BUSINESS AND BASIS OF PRESENTATION

Organization and Business

        World-Wide Holdings Limited (World-Wide Holdings) is a holding company incorporated in England and Wales in 1987. World-Wide Holdings has two wholly owned subsidiaries, World-Wide Reassurance Company Limited (World-Wide Reassurance) which is a life and health reinsurance company, incorporated in England and Wales in 1964, and World-Wide Corporate Capital Limited (World-Wide Corporate Capital), which is a Lloyd's corporate capital provider, incorporated in England and Wales in 2001.

        World-Wide Reassurance's primary line of business is to transact international reinsurance business with companies primarily in the Middle East, Europe and other overseas territories, as well as the retrocession of reinsurance with reinsurance companies in the United States. World-Wide Corporate Capital Limited was admitted as a corporate member of Lloyd's in November 2001, and will be providing capacity to one Lloyd's life underwriting syndicate, effective January 1, 2002.

        As at September 30, 2001, World-Wide Holdings was a wholly owned subsidiary of Pacific Life Insurance Company (Pacific Life), a California stock life insurance company. On August 6, 2001, Pacific Life entered into a share purchase agreement with Scottish Annuity & Life Holdings, Ltd., a company incorporated in the Cayman Islands. Under the terms of this agreement, Pacific Life exchanged its 100% ownership of World-Wide Holdings for newly issued ordinary shares in Scottish Annuity & Life Holdings, Ltd. The transaction closed on December 31, 2001, at which date World-Wide Holdings became a 100% owned subsidiary of Scottish Annuity & Life Holdings, Ltd.

        World-Wide Holdings and World-Wide Reassurance (collectively, World Wide) is engaged in only one segment of business, life and health reinsurance.

Basis of Presentation

Accounting Principles and Consolidation—The accompanying consolidated financial statements of World-Wide Holdings have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of World-Wide Holdings and its wholly owned subsidiaries World-Wide Reassurance and World-Wide Corporate Capital. All significant intercompany transactions and balances have been eliminated on consolidation.

Estimates, Risks and Uncertainties—The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

        World-Wide operates in a business environment which is subject to various risks and uncertainties. Such risks and uncertainties include, but are not limited to, interest rate risk, investment market risk, credit risk, and legal and regulatory changes.

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments

        Fixed maturity securities are classified as available for sale and are reported at fair value, with unrealized gains and losses, net of deferred income taxes, recorded as a component of other comprehensive income. The cost of fixed maturity securities is adjusted for the amortization of premiums and discounts which is reflected in net investment income. Trading equity securities are reported at fair value with unrealized gains included in change in unrealized gain on trading securities. The fair values of the securities are based on quoted market prices.

        Realized gains and losses on investment transactions are determined on a specific identification basis and are included in investment income.

Cash and Cash Equivalents

        Cash and cash equivalents include all liquid debt instruments with an original maturity of three months or less. Cash and cash equivalents are recorded at face value, which approximates fair value.

Deferred Acquisition Costs

        The costs of acquiring new reinsurance business, principally ceding commissions, underwriting, record keeping and other expenses, which vary with and are primarily related to the production of new business, are capitalized and amortized in future periods. The effect on the amortization of deferred acquisition costs of revisions to estimated gross profits will be reflected in earnings in the period such estimated gross profits are revised.

        For the years ending September 30, 2001 and 2000, amortization of deferred acquisition costs amounted to $2.3 million and $1.2 million, respectively.

Reserves For Future Policy Benefits

        Benefit reserves for future benefits under life insurance contracts reinsured are estimated using actuarial assumptions for mortality, withdrawal assumptions, investment yields and expenses based on World-Wide Reassurance's experience. Interest rate assumptions ranged from 3.5% to 4.5% for the years ended September 30, 2001 and 2000.

Investment-Type Products

        Investment-type products are recorded at account value and represent segregated contracts in which the investment results attained generally pass through to the contract holder. Income is credited to these products based on the investment results and is included in claims and other policy benefits. The account value approximates fair value.

Revenues, Benefits and Expenses

        Premiums for reinsurance transactions are included in revenues over the premium paying period of the underlying policies. Related policy benefits and expenses are provided against the revenues to recognize profits over the estimated lives of the policies. Fees from investment-type products are earned over the life of the contracts.

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        Assumptions of blocks of in-force business are accounted for in results of operations only from the respective date of assumption with the initial transfer of assets and liabilities recorded on the balance sheet.

        Investment income is recorded as earned.

Translation of Foreign Currencies

        World-Wide maintains its books and records in both the British pounds and United States dollars. World-Wide also transacts business in many foreign currencies that are converted and then settled in either British pounds or United States dollars. The financial statement accounts expressed in British pounds are translated into United States dollars in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation (SFAS 52). In accordance with SFAS 52, functional currency assets and liabilities are translated into United States dollars generally using current rates of exchange prevailing at the balance sheet date and the related translation adjustments are recorded as a separate component of comprehensive income, net of tax. Income statement accounts are translated using average exchange rates.

Income Taxes

        Income taxes are recorded in accordance with SFAS No. 109, Accounting for Income Taxes. In accordance with this statement, deferred income taxes reflect the net tax effect of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. There is no valuation allowance currently applied to any deferred tax assets related to impairment.

        Undistributed earnings of World-Wide Reassurance are not taxable until there is a distribution of current or accumulated earnings and profits in the form of dividends or other distributions. World-Wide Holdings would then be subject to United Kingdom taxation. Deferred taxes have been provided for undistributed earnings. As of September 30, 2001, World-Wide Reassurance had undistributed earnings of $12.7 million subject to tax upon distribution. The current tax rate for World-Wide Holdings as of September 30, 2001 is the United Kingdom statutory tax rate of 30%.

Fair Value of Financial Instruments

        The fair value of assets and liabilities included on the consolidated balance sheets which qualify as financial instruments under SFAS No. 107, Disclosure About Fair Value of Financial Instruments, approximate the carrying amount presented in the consolidated financial statements.

Reclassifications

        Certain amounts in the financial statements for the year ended September 30, 2000 have been reclassified to conform to the current year presentation.

10

3. INVESTMENTS

        The amortized cost, gross unrealized gains and losses, and fair value of fixed maturity securities available for sale are shown below. The fair value of publicly traded securities is based on quoted market prices. For securities not actively traded, fair values were provided by independent pricing services, primarily brokers of these securities. World-Wide also estimates certain fair values based on interest rates, credit quality and average maturity or from securities with comparable trading characteristics.

	September 30, 2001
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
Foreign governments	$	5,275	$	247	$	—	$	5,522
Corporate securities		78,668		1,853		113		80,408
Total	$	83,943	$	2,100	$	113	$	85,930

	September 30, 2000
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
Foreign governments	$	6,404	$	159	$	—	$	6,563
Corporate securities		72,536		371		443		72,464
Total	$	78,940	$	530	$	443	$	79,027

        The contractual maturities of fixed maturity securities as of September 30, 2001, by contractual repayment date of principal, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Fair Value
	(in thousands)
Due in one year or less	$	10,529	$	10,737
Due in one year through five years		53,235		54,527
Due in five years through ten years		20,179		20,666
Due after ten years		—		—
Total	$	83,943	$	85,930

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        Major categories of net investment income are as follows for the years ended:

	September 30,
	2001		2000
Fixed maturity securities	$	6,552	$	7,779
Equity securities		538		268
Cash and cash equivalents		461		581
Net investment income	$	7,551	$	8,628

        Proceeds from the sales of available for sale securities amounted to $37.3 million and $19.1 million for the years ending September 30, 2001 and 2000, respectively. Gross gains of $505,000 and $85,000 and gross losses of $118,000 and $77,000 on sales of available for sale securities were realized for the years ended September 30, 2001 and 2000, respectively.

        As of September 30, 2001 and 2000, World-Wide did not have a material concentration of investments in a single issuer, industry, or geographic location.

4. COMPREHENSIVE INCOME

        Comprehensive income, in accordance with SFAS No. 130, Reporting Comprehensive Income, requires unrealized gains and losses on World-Wide's available for sale investments and the foreign currency translation adjustment to be included in other comprehensive income. The table below shows the gross and net of tax components of other comprehensive income.

	Year Ended September 30, 2001
	Before Taxes			Tax			Net of Tax
	(in thousands)
Unrealized gain, net, on available for sale securities arising during the year	$	2,257		$	(463	)	$	1,794
Less reclassification adjustment for gains realized in net income		(357	)		(107	)		(464	)
Foreign currency translation adjustments		1,267			(380	)		887
Total	$	3,167		$	(950	)	$	2,217

	Year Ended September 30, 2000
	Before Taxes			Tax			Net of Tax
	(in thousands)
Unrealized gain, net, on available for sale securities arising during the year	$	662		$	(198	)	$	464
Less reclassification adjustment for gains realized in net income		(8	)		2			(6	)
Foreign currency translation adjustments		(6,647	)		2,838			(3,809	)
Total	$	(5,993	)	$	2,642		$	(3,351	)

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5. INCOME TAXES

        The components of income tax expense are as follows for the years ended:

	September 30,
	2001			2000
	(in thousands)
Current tax expense	$	4,571		$	381
Deferred tax expense		(3,413	)		1,449
Total income tax expense	$	1,158		$	1,830

        World-Wide's effective tax rate approximated the statutory tax rate of 30% for the tax years ended 2001 and 2000.

        Significant components of the net deferred tax liability are as follows as of:

	September 30,
	2001			2000
	(in thousands)
Undistributed earnings of World-Wide Reassurance	$	3,280		$	6,194
Reserves for future policy benefits		7,317			4,728
Deferred acquisition costs		1,999			2,150
Amortization on bonds		(947	)		427
Pension liability		(87	)		(176	)
Other		(455	)		1,197
Net deferred tax liability from operations		11,107			14,520
Other comprehensive income		(1,058	)		(2,007	)
Total deferred tax liability	$	10,049		$	12,513

6. COMMITMENTS AND CONTINGENCIES

        World-Wide leases its office facility under an operating lease. Rent expense, which is included in operating expenses, in connection with this lease was $149,000 and $195,000 for the years ended September 30, 2001 and 2000, respectively. The lease expired in October 2001 and World-Wide is currently in the process of negotiating its renewal. Assuming the lease agreement will be renewed, the aggregate minimum future annual commitment as of September 30, 2001 through the term of the lease is expected to be $192,000.

        World-Wide, from time to time, may be a defendant in legal proceedings relative to the conduct of its insurance business. These legal proceedings are a normal part of its business.

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7. REINSURANCE AND RELATED PARTY TRANSACTIONS

        World-Wide Reassurance has reinsurance arrangements with various insurance companies who are seeking to provide for the greater diversification of business, control exposures to potential losses arising from large risks and provide additional capacity for growth.

        All insurance premiums earned are assumed from various insurance companies. World-Wide Reassurance then retrocedes a portion of these premiums to other insurance companies. The retrocession of such business does not relieve World-Wide Reassurance of its liability and, as such, failure of retrocessionaires to honor their obligations could result in losses. World-Wide Reassurance evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. As of September 30, 2001, World-Wide had no significant reinsurance-related concentrations of credit risk.

        Net premiums earned were as follows:

	Years Ended September 30,
	2001		2000
	(in thousands)
Premiums assumed	$	41,009	$	30,035
Premiums retroceded		5,374		4,129
Net premiums earned	$	35,635	$	25,906

        Reinsurance receivables as of September 30, 2001 and 2000 include reserve balances for reinsurance retroceded amounting to $20.3 million and $33.2 million, respectively.

        World-Wide Reassurance has entered into reinsurance arrangements with Pacific Life. Pacific Life cedes to World-Wide Reassurance certain blocks of individual life insurance on an automatic and facultative basis. The risks transferred to World-Wide Reassurance generally represent mortality risks. Included and netted in other assets are future policy benefits and unpaid claims of $304,000 and $594,000 as of September 30, 2001 and 2000, respectively. Premiums assumed for the years ended September 30, 2001 and 2000 amounted to $2.9 million and $2.5 million, respectively. Policy benefits amounted to $2.2 million and $1.9 million for the years ended September 30, 2001 and 2000, respectively.

8. PENSION PLAN

        World-Wide Holdings provides a funded defined benefit pension plan covering all eligible employees. The assets of the plan are held separately from those of World-Wide Holdings and are invested with an insurance company. World-Wide Holdings's funding policy for the plan is to make contributions to the plan so as to spread the cost of the pension over the employee's working life with

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World-Wide Holdings. Components of the net periodic pension expense are as follows for the years ended:

	September 30,
	2001			2000
	(in thousands)
Service cost—benefits earned during the year	$	280		$	268
Interest cost on projected benefit obligation		194			214
Expected return on plan assets		(248	)		(200	)
Amortization of transition obligation		66			66
Net periodic pension expense	$	292		$	348

        The following tables set forth the change in benefit obligation, plan assets and the funded status reconciliation as of:

		September 30,
		2001			2000
		(in thousands)
Change in Benefit Obligation:
Benefit obligation, beginning of year		$	3,367		$	3,402
	Service cost		280			268
	Interest cost		194			214
	Benefits paid		(145	)		(140	)
	Translation adjustment		(13	)		(377	)
Benefit obligation, end of year		$	3,683		$	3,367

		September 30,
		2001			2000
		(in thousands)
Change in Plan Assets:
Fair value of plan assets, beginning of year		$	2,716		$	2,364
	Actual return on plan assets		(353	)		393
	Employer contributions		1,026			382
	Benefits paid		(145	)		(140	)
	Translation adjustment		10			(283	)
Fair value of plan assets, end of year		$	3,254		$	2,716

15

		September 30,
		2001			2000
		(in thousands)
Funded Status Reconciliation:
	Funded status	$	(429	)	$	(651	)
	Unrecognized transition asset		182			248
	Unrecognized actuarial gain		(182	)		(183	)
Accrued pension cost		$	(429	)	$	(586	)

        In determining the actuarial present value of the projected benefit obligation as of September 30, 2001 and 2000, the weighted average discount rate used was 5.75% and 6.5%, respectively, and the rate of increase in future compensation levels was 4.5% and 5.5%, respectively. The expected long-term rate of return on plan assets was 7.0% in 2001 and 8.0% in 2000.

9. STATUTORY REQUIREMENTS

        In connection with the Insurance Companies Act 1982, World-Wide Reassurance is required to maintain statutory minimum net capital requirements of $14.9 million and $11.4 million as of September 30, 2001 and 2000, respectively. World-Wide Reassurance had statutory capital in excess of these minimum requirements of $29.3 million and $31.2 million as of September 30, 2001 and 2000, respectively.

10. COMPANIES ACT 1985

        These financial statements do not comprise World-Wide's "statutory accounts" within the meaning of section 240 of the Companies Act 1985 of Great Britain. Statutory accounts for the year ended September 30, 2001, on which the auditors' report was unqualified, have been delivered to the Registrar of Companies for England and Wales.

11. SUBSEQUENT EVENT

        On August 6, 2001, Pacific Life entered into a share purchase agreement with Scottish Annuity & Life Holdings, Ltd. This transaction closed on December 31, 2001, at which time Pacific Life exchanged its ownership interest in World-Wide Holdings for newly issued Scottish Annuity & Life Holdings, Ltd. ordinary shares valued at approximately $78 million. Pacific Life became the largest shareholder of Scottish Annuity & Life Holdings, Ltd. with an approximate 22.5% interest in the issued and outstanding Scottish Annuity & Life Holdings, Ltd. ordinary shares. In connection with the closing of this transaction, World-Wide Holdings paid a dividend to Pacific Life of $11.4 million during December 2001. This dividend was declared by the Board of Directors of World-Wide Holdings on August 5, 2001, and has been provided for in these financial statements.

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REPORT OF INDEPENDENT AUDITORS
WORLD-WIDE HOLDINGS LIMITED CONSOLIDATED BALANCE SHEETS (Expressed in Thousands of United States Dollars)
WORLD-WIDE HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF INCOME (Expressed in Thousands of United States Dollars)
WORLD-WIDE HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Expressed in Thousands of United States Dollars)
WORLD-WIDE HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (Expressed in Thousands of United States Dollars, except for number of shares)
WORLD-WIDE HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Thousands of United States Dollars)
WORLD-WIDE HOLDINGS LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2001

EX-99.2

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Exhibit 99.2

SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 2001
(Amounts in Thousands)

        The following unaudited pro forma condensed combined statement of income combines the Scottish Annuity & Life Holdings, Ltd. historical results with the World-Wide Holdings historical results as if the transaction had been consummated on January 1, 2001.

        This unaudited pro forma condensed combined statement of income is not necessarily indicative of what the actual financial results would have been assuming such transaction had been completed on January 1, 2001, nor does it purport to represent the future financial results of Scottish Annuity & Life Holdings, Ltd.

        This unaudited pro forma condensed combined statement of income should be read in conjunction with the historical financial statements of Scottish Annuity & Life Holdings, Ltd. and World-Wide Holdings incorporated by reference or included elsewhere herein. This pro forma condensed combined statement of income does not purport to be indicative of the results which may occur in the future.

			Scottish Holdings (A)			World-Wide (B)			Pro Forma Adjustments			Scottish Holdings Combined
REVENUES
	Premiums earned		$	68,344		$	35,635			—		$	103,979
	Fee income			4,809			—			—			4,809
	Investment income, net			51,692			7,551			(910)	(C)		58,333
	Change in unrealized gain on trading securities			—			(6,202	)		—			(6,202	)
	Realized gains (losses)			(5,376	)		(285	)		—			(5,661	)
		Total revenues		119,469			36,699			(910	)		155,258
BENEFITS AND EXPENSES
	Claims and other policy benefits			51,245			23,370			—			74,615
	Interest credited to interest sensitive contract liabilities			17,578			—			—			17,578
	Acquisition costs and other insurance expenses, net			22,752			4,809			—			27,561
	Operating expenses			9,256			4,660			—	(D)		13,916
	Interest expense			1,405			—			—			1,405
		Total benefits and expenses		102,236			32,839			—			135,075
Net income before income tax expense and minority interest				17,233			3,860			(910	)		20,183
	Income tax expense			59			1,158			(273)	(E)		944
Net income before minority interest				17,174			2,702			(637	)		19,239
	Minority interest			(71	)		—			—			(71	)
Net income before cumulative effect of change in accounting principle				17,245			2,702			(637	)		19,310
	Cumulative effect of change in accounting principle			(406	)		—			—			(406	)
NET INCOME			$	16,839		$	2,702		$	(637	)	$	18,904

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SCOTTISH ANNUITY & LIFE HOLDINGS, LTD.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 2001

			Scottish Annuity & Life Holdings, Ltd. (A)			World-Wide Holdings (B)	Pro Forma Adjustments		Scottish Annuity & Life Holdings, Ltd. Combined
EARNINGS PER SHARE
Basic
		Income before cumulative effect of change in accounting principle	$	1.10					$	0.96
		Cumulative effect of change in accounting principle		(0.02	)					(0.02	)
	Net income		$	1.08					$	0.94	(G)
Diluted
		Income before cumulative effect of change in accounting principle	$	1.04					$	0.92
		Cumulative effect of change in accounting principle		(0.02	)					(0.02	)
	Net income		$	1.02					$	0.90	(G)
DIVIDENDS PER SHARE			$	0.20					$	0.20
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
	Basic			15,646,106	(F)		4,532,380	(H)		20,178,486
	Diluted			16,485,338	(F)		4,532,380	(H)		21,017,718

A)

Represents the historical operations of Scottish Annuity & Life Holdings, Ltd. for the year ended December 31, 2001.

B)

Represents the historical operations of World-Wide Holdings for the period from October 1, 2000 through September 30, 2001.

C)

Represents dividend to Pacific Life and income taxes due in connection with payment of the dividend.

The pro forma adjustment has been made to reduce investments by $13 million to reflect the payment of a U.S. $11.4 million dividend to Pacific Life by World-Wide Holdings prior to closing, and to reflect the payment of a U.S. $1.6 million in taxes in the United Kingdom that are expected to be due in connection with this dividend. Investment income of U.S. $910 thousand has also been reversed from the pro forma condensed combined statement of income for the year ended December 31, 2001. A 7.0% interest rate was used in the determination of the reduction of investment income.

D)

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142). The provisions of SFAS 142 are required to be applied starting with fiscal years beginning after December 15, 2001 with respect to existing goodwill, and with respect to transactions that are consummated after July 1, 2001. As a result, there is no incremental goodwill amortization created by the Transaction. The effect of SFAS 142 will be to eliminate the amortization of existing goodwill and require Scottish Annuity & Life Holdings, Ltd. to test for impairment of goodwill.

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E)

Represents income tax effect of pre-tax income statement adjustments computed assuming a 30% effective tax rate for the investment income pro forma adjustment for World-Wide Holdings.

Historically, World-Wide Holdings has recorded deferred income taxes for timing differences in the recognition of revenues and expenses for financial reporting and income tax purposes. The current U.K. tax rate is 30%. Income tax expense adjustments of U.S. $273 thousand for the year ended December 31, 2001 have been made to the condensed combined statement of income to correspond with the pre-tax income statement adjustments as described in Note C.

F)

Represents the historical weighted average number of shares on a basic and diluted basis for Scottish Annuity & Life Holdings, Ltd. for the year ended December 31, 2001.

G)

Represents adjusted earnings per share on a basic and diluted basis for Scottish Annuity & Life Holdings, Ltd. for the period presented, based on the adjustment to the weighted average number of shares outstanding as described in Note H.

H)

A pro forma adjustment has been made to reflect the issuance of 4,532,380 Scottish Annuity & Life Holdings, Ltd. ordinary shares to Pacific Life in exchange for Pacific Life's ownership interest in World-Wide Holdings.

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SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME For the Year Ended December 31, 2001 (Amounts in Thousands)
SCOTTISH ANNUITY & LIFE HOLDINGS, LTD. UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME For the Year Ended December 31, 2001

EX-99.3

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Exhibit 99.3

Scottish Annuity & Life Holdings, Ltd. Announces Proposed
Private Offering of Convertible Notes

        HAMILTON, Bermuda—November 18, 2002—Scottish Annuity & Life Holdings, Ltd. (NYSE:SCT), announced today that it is seeking to raise, subject to market and other conditions, $100 million through a private offering of convertible notes ($115 million if the over-allotment option is exercised in full). The offering will be made only to qualified institutional buyers in compliance with Rule 144A under the Securities Act of 1933. The notes will be convertible into ordinary shares of the Company upon certain conditions and mature in 2022.

        The Company intends to use the proceeds of the notes to support the growth of its business, to pursue new business opportunities in the reinsurance market and for general corporate purposes.

        The securities to be offered will not be registered under the Securities Act of 1933 or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

        Scottish Annuity & Life Holdings, Ltd. is a global life reinsurance specialist and issuer of customized life-insurance based wealth management products for high net worth individuals and families. Scottish Annuity & Life has operating companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, Luxembourg and Windsor, England.

        Certain statements included herein are "forward-looking statements" within the meaning of the federal securities laws. The management of Scottish Annuity & Life Holdings, Ltd. (the "Company") cautions that forward-looking statements are not guarantees, and that actual results could differ materially from those expressed or implied in the forward-looking statements. Important events that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily limited to, the Company's ability to attract clients and generate business; the competitive environment; the Company's ability to underwrite business; performance of outside service providers; mortality risk; surrender risk; investment risk (including asset value risk, reinvestment risk and disintermediation risk); the impact of unforeseen economic changes (such as changes in interest rates, currency exchange rate, inflation rates, recession and other external economic factors); the impact of terrorist activities on the economy, the insurance and related industries in general and the Company in particular; regulatory changes (such as changes in U.S. tax law and insurance regulation which directly affect the competitive environment for the Company's products); rating agency policies and practices; and loss of key executives. Investors are also directed to consider the risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission.

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Scottish Annuity & Life Holdings, Ltd. Announces Proposed Private Offering of Convertible Notes