Filed Pursuant to Rule 424(b)(3) and (c)
Registration Number 333-102895
PROSPECTUS Supplement
(to prospectus, dated April 4, 2003)
Scottish Annuity & Life Holdings, Ltd.
$115,000,000 4.50% Senior Convertible Notes due 2022,
the Ordinary Shares Issuable upon
Conversion of the Senior Convertible Notes and
7,734,380 Ordinary Shares
This prospectus supplement supplements our prospectus, dated April 4, 2003,
relating to the sale by certain of our securityholders, or their transferees,
pledges, donees or other successors, of up to $115,000,000 aggregate principal
amount of our senior convertible notes due 2022, the ordinary shares issuable
upon the conversion of the notes and 7,734,380 ordinary shares, which are
comprised of (a) 4,532,380 of our ordinary shares issued in 2001 to Pacific Life
Insurance Company in connection with our acquisition of World-Wide Reassurance
Company Limited and its parent company World-Wide Holdings Limited, (b) 152,000
of our ordinary shares issued to South Madison Trust in a private placement in
October of 1998 and (c) 3,050,000 of our ordinary shares issuable upon exercise
of our Class A and Class B warrants. You should read this supplement in
conjunction with the prospectus. This supplement is qualified by reference to
the prospectus, except to the extent the information in this supplement
supersedes the information contained in the prospectus.
Investing in the notes or ordinary shares involves risks.
See "Risk Factors" beginning on page 10 of the prospectus.
Neither the Securities and Exchange Commission nor any other state
securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
Selling Securityholders
The following table sets forth the name of each selling securityholder, the
principal amounts of notes that may be offered by each selling securityholder
under this prospectus supplement and the number of ordinary shares into which
the notes are convertible. The table below supplements or amends the table of
securityholders contained on pages 67 to 70 of the prospectus dated April 4,
2003. Where the name of a selling securityholder identified in the table below
also appears in the table in the prospectus, the information in the table below
supersedes the information in the prospectus. This information was furnished to
us by the selling securityholders listed below on or before July 18, 2003.
Because selling securityholders may trade all or some of the notes listed at any
time without notifying us, the table below may not reflect the exact value of
notes held by each selling securityholder on the date of this supplement.
The date of this prospectus supplement is August 10, 2003.
Number of
Ordinary
Shares
Principal Issuable
Amount of Upon
Notes Number of Conversion Percent of
Beneficially Ordinary of the Ordinary
Owned and Percentage Shares Notes and Shares Owned
Offered of Notes Beneficially Offered after the
Name of Selling Securityholder(1) Hereby(2) Outstanding Owned(3) Hereby(4)(5) Offering(6)
- ------------------------------------------ ------------ ----------- ------------ ------------ -----------
Triborough Partners LLC(7) $ 1,363,000 1.19% -- 62,782 --
Triborough Partners International Ltd. (8) $ 3,687,000 3.21% -- 169,829 --
(1) Also includes any sale of the notes and the ordinary shares issuable upon
conversion of the notes by pledgees, donees, transferees or other
successors in interest that receive such securities by pledge, gift,
distribution or other non-sale related transfer from the named selling
securityholders.
(2) Total principal of selling securityholders listed, including the amounts
listed in the prospectus, is more than $115,000,000 because certain of the
selling securityholders may have transferred notes pursuant to Rule 144A or
otherwise reduced their position prior to selling pursuant to this
Registration Statement. The maximum principal amount of notes that may be
sold under this prospectus supplement, including the prospectus, will not
exceed $115,000,000.
(3) Excludes ordinary shares issuable upon conversion of the selling
securityholder's notes.
(4) Assumes conversion of all of the selling securityholder's notes at a
conversion rate of 46.0617 ordinary shares per note and a cash payment in
lieu of the issuance of any fractional share interest. However, this
conversion rate is subject to adjustment as described under "Description of
the Securities--The Notes--Conversion Rights." As a result, the number of
ordinary shares issuable upon conversion of the notes may increase or
decrease in the future.
(5) Reflects rounding down of fractional ordinary shares issuable to each
selling securityholder upon conversion of the notes.
(6) Calculated based on Rule 13d-3 of the Securities Exchange Act of 1934 using
35,045,542 ordinary shares outstanding as of August 1, 2003. In calculating
this amount, we treated the 3,050,000 ordinary shares underlying the Class
A and Class B warrants as outstanding since the warrants are currently
exercisable. We did not, however, treat as outstanding the ordinary shares
issuable upon conversion of the notes.
(7) The Managing Partner for Triborough Partners LLC is PAB, LLC, a Delaware
limited liability company. It is wholly-owned by Paul Berkman.
(8) Triborough Partners International Ltd. is a mutual fund company
incorporated in Bermuda. Paul Berkman and Triborough Partners LLC are the
investment managers.
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