-----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, JgVrGZq+ewPfwffEkCFd+4UmnEj9IqK5d5RMpZ12ilUpJv4+WW/AEiF2g9odrOzE 7kCyZ7vIwLykUR/2L7c8BQ== 0000902664-02-000285.txt : 20020414 0000902664-02-000285.hdr.sgml : 20020414 ACCESSION NUMBER: 0000902664-02-000285 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIS INVESTMENT MANAGEMENT LTD CENTRAL INDEX KEY: 0000940594 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ORBIS LPG BLDG STREET 2: 34 BERMUDIANA ROAD CITY: HAMILTON HM11 BERMUD STATE: D0 MAIL ADDRESS: STREET 1: ORBIS LPG BLDG STREET 2: 34 BERMUDIANA ROAD CITY: HAMILTON HM11 BERMUD STATE: D0 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55937 FILM NUMBER: 02548052 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 SC 13G/A 1 srz9181028v1.txt SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Scottish Annuity & Life Holdings Ltd. (Name of Issuer) Ordinary Shares (Title of Class of Securities) GT7885T104 (CUSIP Number) December 31, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 9 Pages) - ---------------- *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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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. GT7885T104 13G Page 2 of 9 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Orbis Asset Management Limited - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 29,000 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 29,000 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,000 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .1% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. GT7885T104 13G Page 3 of 9 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Orbis Investment Management Limited - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 750,000 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 750,000 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,000 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. GT7885T104 13G Page 4 of 9 Pages - ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Orbis Holdings Limited - ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - ----------------------------------------------------------------------------- (3) SEC USE ONLY - ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 779,000 OWNED BY ___________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER -0- REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 779,000 - ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 779,000 - ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ] - ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9% - ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** HC - ----------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. GT7885T104 13G Page 5 of 9 Pages This Schedule 13G (the "Schedule 13G") initially filed on January 11, 2000, as amended on February 5, 2001, is hereby amended by this Amendment No. 2 to this Schedule 13G. Item 1(a). Name of Issuer: The name of the issuer is Scottish Annuity & Life Holdings Ltd. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices: The Company's principal executive offices are located at Grand Pavilion Commercial Centre P.O. Box 10657 APO 802 West Bay Road George Town, Grand Cayman, Cayman Islands, BWI Item 2(a). Name of Person Filing: This statement is filed by: (i) Orbis Asset Management Limited, a company organized under the laws of Bermuda ("OAML"), which serves as general partner to Orbis Optimal Global Fund, LP ("OOGF"), a limited partnership organized under the laws of Delaware, with respect to the ordinary shares of the Company directly owned by OOGF; (ii) Orbis Investment Management Limited, a company organized under the laws of Bermuda ("OIML"), which serves as investment manager to Orbis Global Equity Fund Limited ("OGEF"), a mutual fund company organized under the laws of Bermuda , with respect to the ordinary shares directly owned by OGEF; and (iii) Orbis Holdings Limited ("Orbis Holdings"), a company organized under the laws of Bermuda with respect to the ordinary shares directly owned by each of OOGF and OGEF. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the business office of each of the Reporting Persons is 34 Bermudiana Road, Hamilton HM 11, Bermuda. Item 2(c). Citizenship: The Reporting Persons are companies organized under the laws of Bermuda. Item 2(d). Title of Class of Securities: Ordinary Shares CUSIP No. GT7885T104 13G Page 6 of 9 Pages Item 2(e). CUSIP Number: GT7885T104 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(ii)(G), (h) [ ] Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to 13d-1(c), check this box: [X] CUSIP No. GT7885T104 13G Page 7 of 9 Pages Item 4. Ownership. A. Orbis Asset Management Limited (a) Amount beneficially owned: 29,000 (b) Percent of class: .1% The percentages used in this Item 4 are calculated based upon the 20,144,956 ordinary shares issued and outstanding as of January 11, 2002 as reflected in the Company's Form 8-A dated January 16,2002. (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 29,000 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 29,000 B. Orbis Investment Management Limited (a) Amount beneficially owned: 750,000 (b) Percent of class: 3.7% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 750,000 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 750,000 C. Orbis Holdings Limited (a) Amount beneficially owned: 779,000 (b) Percent of class: 3.9% (c)(i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 779,000 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 779,000 OIML, OAML and Orbis Holdings are together making this filing because they may be deemed to constitute a "group" for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information with respect to each of the Reporting Persons is given solely by such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by the other Reporting Person. OIML disclaims beneficial ownership of the 29,000 shares of Common Stock beneficially owned by OAML. OAML disclaims beneficial ownership of the 750,000 shares of Common Stock beneficially owned by OIML 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 ]. CUSIP No. GT7885T104 13G Page 8 of 9 Pages Item 6. Ownership of More than Five Percent on Behalf of Another Person. OAML, the general partner of OOGF, has the power to direct the affairs of OOGF, including decisions respecting the disposition of the proceeds from the sale of the shares of Common Stock. Orbis Holdings is the parent holding company of OAML and of OIML, and in that capacity directs their operations. Each of the clients of OIML has the power to direct the receipt of dividends from or the proceeds from the sale of such shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certify that to the best of our knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. CUSIP No. GT7885T104 13G Page 9 of 9 Pages SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: February 11, 2002 ORBIS INVESTMENT MANAGEMENT LIMITED BY: /s/ James J. Dorr General Counsel ORBIS ASSET MANAGEMENT LIMITED BY: /s/ James J. Dorr General Counsel ORBIS HOLDINGS LIMITED BY: /s/ James J. Dorr General Counsel -----END PRIVACY-ENHANCED MESSAGE-----