As filed with the Securities and Exchange Commission on September 11, 2003
Registration No. 333-104545
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
POST EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
SCOTTISH RE GROUP LIMITED CAYMAN ISLANDS 98-0362785
(FORMERLY KNOWN AS SCOTTISH
ANNUITY & LIFE HOLDINGS)
SCOTTISH HOLDINGS STATUTORY TRUST II DELAWARE TO BE APPLIED FOR
SCOTTISH HOLDINGS STATUTORY TRUST III DELAWARE TO BE APPLIED FOR
(Exact name of registrant (State or other (I.R.S. Employer
as specified in its charter) jurisdiction of Identification
incorporation or Number)
organization)
P.O. BOX 2939
CROWN HOUSE, THIRD FLOOR CT CORPORATION SYSTEM
4 PAR-LA-VILLE ROAD 111 EIGHTH AVENUE
HAMILTON HM MX BERMUDA NEW YORK, NY 10011
(441) 295-4451 (212) 590-9200
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including
area code, of registrant's area code, of agent for service)
principal executive offices)
---------------------------------
With Copies to:
PAUL GOLDEAN, ESQ. HUGH T. McCORMICK, ESQ.
SCOTTISH RE GROUP LIMITED STEPHEN G. ROONEY, ESQ.
CROWN HOUSE, THIRD FLOOR LeBOEUF, LAMB, GREENE & MacRAE, L.L.P.
4 PAR-LA-VILLE ROAD 125 WEST 55TH STREET
HAMILTON HM 08 BERMUDA NEW YORK, NY 10019
(441) 295-4451 (212) 424-8000
---------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
---------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
---------------------------------
(cover continued on following page)
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CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
securities to be registered registered (1) per share price (2) registration fee (3)
Senior debt securities and subordinated
debt securities of Scottish Re Group
Limited...............................
Ordinary Shares, $0.01 par value, of
Scottish Re Group Limited.............
Preferred Shares, $0.01 par value, of
Scottish Re Group Limited.............
Depositary Shares of Scottish Re Group
Limited...............................
Share Purchase Contracts of Scottish Re
Group Limited.........................
Share Purchase Units of Scottish Re
Group Limited.........................
Preferred Securities of Scottish
Holdings Statutory Trust II...........
Preferred Securities of Scottish
Holdings Statutory Trust III..........
Guarantees of Preferred Securities
of Scottish Holdings Statutory
Trust II and Scottish Holdings
Statutory Trust III by Scottish Re
Group Limited (4)...................
Total................................... $500,000,000 100% $500,000,000 (5) $46,000 (6)
====================================================================================================================================
-----------------------
(1) Such indeterminate number or amount of senior debt securities and
subordinated debt securities, Ordinary Shares, Preferred Shares, Depositary
Shares, Share Purchase Contracts, Share Purchase Units of Scottish Re Group
Limited and Preferred Securities of Scottish Holdings Statutory Trust II
and Scottish Holdings Statutory Trust III as may from time to time be
issued at indeterminate prices. Subordinated Debt Securities of Scottish Re
Group Limited may be issued and sold to Scottish Holdings Statutory Trust
II and Scottish Holdings Statutory Trust III, in which event such
Subordinated Debt Securities may later be distributed to the holders of
Preferred Securities upon a dissolution of Scottish Holdings Statutory
Trust II or Scottish Holdings Statutory Trust III, and the distribution of
the assets thereof.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial offering price for all securities
of $500,000,000. In addition, this registration statement includes such
presently indeterminate number of offered securities as may be issuable
from time to time upon conversion or exchange of the offered securities
being registered hereunder.
(3) The registration fee is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) and exclusive of accrued interest
and dividends, if any.
(4) Scottish Re Group Limited is also registering under this registration
statement all other obligations that it may have with respect to Preferred
Securities issued by Scottish Holdings Statutory Trust II and Scottish
Holdings Statutory Trust III. No separate consideration will be received
for any Guarantee or any other obligations.
(5) No separate consideration will be received for the Senior Debt Securities,
Subordinated Debt Securities, Preferred Shares, or Ordinary Shares issuable
upon conversion or settlement of or in exchange for any securities
registered hereunder that provide for conversion, settlement or exchange
into such securities.
(6) This amount has been previously paid.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement (No.
333-104545) on Form S-3 of Scottish Re Group Limited is being filed pursuant to
Rule 462(d) of the Securities Act of 1933, as amended, for the sole purpose of
filing certain exhibits, and accordingly, it shall become effective immediately
upon filing with the Securities and Exchange Commission.
1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, other than
underwriting discounts and commissions:
Securities and Exchange Commission $ 46,000
registration fee.....................................
Printing and engraving expenses........................... 75,000
Accounting fees and expenses.............................. 100,000
Rating agency fees........................................ 200,000
Legal fees and expenses................................... 200,000
Blue Sky fees and expenses................................ 5,000
---------
Total............................................ $ 626,000
=========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Cayman Islands law permits a company's articles of association to provide
for the indemnification of officers and directors, except to the extent that
such provision may be held by the Cayman Islands courts to be contrary to public
policy (for instance, for purporting to provide indemnification against the
consequences of committing a crime). In addition, an officer or director may not
be indemnified for his own dishonesty, willful neglect or default. Our Articles
of Association contain provisions providing for the indemnification by Scottish
Re Group Limited of an officer, director or employee of Scottish Re Group
Limited for threatened, pending or contemplated actions, suits or proceedings,
whether civil, criminal, administrative or investigative, brought against such
indemnified person by reason of the fact that such person was an officer,
director or employee of Scottish Re Group Limited. In addition, the Board of
Directors may authorize Scottish Re Group Limited to purchase insurance on
behalf of any such person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not Scottish Re Group Limited would have the power to indemnify him
against such liability under the provisions of the Articles of Association.
Scottish Re Group Limited maintains directors and officers liability insurance.
Scottish Re Group Limited has also entered into indemnity agreements with each
of its executive officers and directors. The Articles of Association provide
that directors of Scottish Re Group Limited shall have no personal liability to
Scottish Re Group Limited or its shareholders for monetary damages for breach of
fiduciary or other duties as a director, except for (1) any breach of a
director's duty of loyalty to Scottish Re Group Limited or its shareholders; (2)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) a payment of a dividend on shares of Scottish Re
Group Limited or a purchase or redemption of shares of Scottish Re Group Limited
in violation of law; or (4) any transaction from which a director derived an
improper personal benefit. Reference is made to the Purchase Agreement in the
form filed as an exhibit for provisions providing that the Initial Purchasers
are obligated, under certain circumstances, to indemnify the directors, certain
officers and controlling persons of Scottish Re Group Limited again liabilities
under the Securities Act of 1933, as amended.
Section 3817 of the Delaware Code governing business trusts provides that a
business trust shall have the power to indemnify and hold harmless any trustee
or beneficial owner or other person from and against any and all claims and
demands whatsoever.
The Declaration of each Scottish Holdings Trust provides that no trustee or
any of its affiliates (as defined in the relevant document), officers,
directors, shareholders, members, partners, employees, representatives or
agents, nor any employee or agent of such Scottish Holdings Trust or its
affiliates (each an "Indemnified Person"), shall be liable, responsible or
accountable in damages or otherwise to such Scottish Holdings Trust, any
officer, director, shareholder, partner, member, representative, employee or
agent of the Trust or its affiliates, or any holder of the Trust Securities for
any loss, damage or claim incurred by reason of any act or omission performed or
omitted by
2
such Indemnified Person in good faith on behalf of such Scottish Holdings Trust
and in a manner such Indemnified Person by the Declaration or by law, except
that an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's negligence or willful misconduct
with respect to such acts or omissions.
The Declaration of each Scottish Holdings Trust provides further that to
the full extent permitted by law, we, as sponsor of such Scottish Holdings
Trust, shall indemnify each Indemnified Person against any loss, damage,
liability, tax, penalty, expense or claim of any kind or nature whatsoever
incurred by such Indemnified Person by reason of the creation, operation or
termination of such Scottish Holdings Trust or any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of such Scottish
Holdings Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of authority conferred on such Indemnified Person by the
applicable Declaration, except that no Indemnified Person by reason of
negligence or willful misconduct with respect to such acts or omissions. The
Declaration of each Scottish Holdings Trust further provides that we, as sponsor
of such Scottish Holdings Trust, shall indemnify each Indemnified Person in
advance for expenses (including legal fees and expenses) incurred by an
Indemnified Person in defending any claim, damage, action, suit or proceeding
upon our receipt, as sponsor of such Scottish Holdings Trust, of an undertaking
by or on behalf of the Indemnified Person to repay such amount if it shall be
determined that such Indemnified Person is not entitled to be indemnified by us,
as sponsor of such Scottish Holdings Trust.
3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit
Number Description
- ------ -----------
1.1 Form of Underwriting Agreement (Debt).*
1.2 Form of Underwriting Agreement (Equity).*
1.3 Form of Underwriting Agreement (Preferred Securities).*
3.1 Memorandum of Association of Scottish Re Group Limited, as amended as
of December 14, 2001 (incorporated by reference to our Current Report
on Form 8-K/A filed with the SEC on January 11, 2002).
3.2 Articles of Association of Scottish Re Group Limited, as amended as of
May 2, 2002 (incorporated by reference to our Current Report on Form
8-K filed with the SEC on April 14, 2003).
4.1 Form of Senior Indenture to be entered into between the Company and
The Bank of New York. The form or forms of senior debt securities with
respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.**
4.2 Form of Subordinated Indenture to be entered into between the Company
and The Bank of New York. The form or forms of subordinated debt
securities with respect to each particular offering will be filed as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference.**
4.3 Form of Junior Subordinated Indenture to be entered into between the
Company and The Bank of New York. The form or forms of junior
subordinated debt securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.**
4.4 Form of Ordinary Share share certificate (previously filed as Exhibit
4.1 to Form S-1, Registration Number 333-57227, filed October 27,
1998, and incorporated by reference herein).
4.5 Certificate of Trust of Scottish Holdings Statutory Trust II.**
4.6 Certificate of Trust of Scottish Holdings Statutory Trust III.**
4.7 Declaration of Trust of Scottish Holdings Statutory Trust II.**
4.8 Declaration of Trust of Scottish Holdings Statutory Trust III.**
4.9 Form of Amended and Restated Declaration of Trust for Scottish
Holdings Statutory Trust II.**
4.10 Form of Amended and Restated Declaration of Trust for Scottish
Holdings Statutory Trust III.**
4.11 Form of Trust Preferred Security (included in Exhibits 4.9 and 4.10).
4
Exhibit
Number Description
- ------ -----------
4.12 Form of Guarantee Agreement with respect to Preferred Securities of
Scottish Holdings Statutory Trust II.**
4.13 Form of Guarantee Agreement with respect to Preferred Securities of
Scottish Holdings Statutory Trust III.**
4.14 Form of Deposit Agreement.**
4.15 Form of Depositary Receipt (included in Exhibit 4.14).
4.16 Form of Purchase Contract Agreement.**
4.17 Form of Pledge Agreement.**
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.**
5.2 Opinion of Maples and Calder.**
5.3 Opinion of Richards, Layton & Finger, P.A. with respect to Scottish
Holdings Statutory Trust II.
5.4 Opinion of Richards, Layton & Finger, P.A. with respect to Scottish
Holdings Statutory Trust III.
12.1 Statement re: Computation of ratio of earnings to fixed charges and
earnings to combined fixed charges and Preferred Shares dividends.**
23.1 Consent of Ernst & Young LLP.
23.2 Consent of LeBoeuf, Lamb, Greene, & MacRae, L.L.P. (included in
Exhibit 5.1).
23.3 Consent of Maples and Calder (included in Exhibit 5.2)
23.4 Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5.3
and 5.4).
24.1 Powers of Attorney (included in signature pages).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Senior
Indenture.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Subordinated
Indenture.**
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Junior
Subordinated Indenture.**
25.4 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, with respect to the
Amended and Restated Declaration of Trust of Scottish Holdings
Statutory Trust II. **
5
Exhibit
Number Description
- ------ -----------
25.5 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, with respect to the
Amended and Restated Declaration of Trust of Scottish Holdings
Statutory Trust III.**
25.6 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Preferred
Securities Guarantee of the Company with respect to the Preferred
Securities of Scottish Holdings Statutory Trust II.**
25.7 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Preferred
Securities Guarantee of the Company with respect to the Preferred
Securities of Scottish Holdings Statutory Trust III.**
* To be filed in a subsequent Form 8-K.
** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrants' annual report pursuant to Section 13(a) or 15(d) of the
Securities
6
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrants hereby undertake to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(e) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, (i) the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective and (ii)
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Scottish Re
Group Limited certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hamilton, Bermuda, on the 11th of
September, 2003.
Scottish Re Group Limited
By: /s/ Scott E. Willkomm
----------------------------------
Scott E. Willkomm
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities indicated on the 11th day of September,
2003.
SIGNATURE TITLE
- --------- -----
/s/ Michael C. French Chief Executive Officer and Chairman
- ----------------------------------------- of the Board of Directors
Michael C. French (Principal Executive Officer)
/s/ Scott E. Willkomm President and Director
- ----------------------------------------- (Authorized Representative
Scott E. Willkomm in the United States)
/s/ Elizabeth A. Murphy Chief Financial Officer (Principal
- ----------------------------------------- Financial and Accounting Officer)
Elizabeth A. Murphy
* Director
- -----------------------------------------
Michael Austin
* Director
- -----------------------------------------
G. William Caulfeild-Browne
* Director
- -----------------------------------------
Robert M. Chmely
* Director
- -----------------------------------------
Lord Norman Lamont
* Director
- -----------------------------------------
Hazel R. O'Leary
* Director
- -----------------------------------------
Glenn S. Schafer
* Director
- -----------------------------------------
Khanh T. Tran
*By: /s/ Scott E. Willkomm
Scott E. Willkomm,
- -----------------------------------------
Attorney-in-fact
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
Scottish Holdings Statutory Trust II and Scottish Holdings Statutory Trust III
certify that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Hamilton, Bermuda, on the 11th of September, 2003.
SCOTTISH HOLDINGS STATUTORY TRUST II
By: Scottish Re Group Limited,
as Sponsor
By: /s/ Scott E. Willkomm
--------------------------------
Scott E. Willkomm
President
SCOTTISH HOLDINGS STATUTORY TRUST III
By: Scottish Re Group Limited,
as Sponsor
By: /s/ Scott E. Willkomm
--------------------------------
Scott E. Willkomm
President
9
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1.1 Form of Underwriting Agreement (Debt).*
1.2 Form of Underwriting Agreement (Equity).*
1.3 Form of Underwriting Agreement (Preferred Securities).*
3.1 Memorandum of Association of Scottish Re Group Limited, as amended as
of December 14, 2001 (incorporated by reference to our Current Report
on Form 8-K/A filed with the SEC on January 11, 2002).
3.2 Articles of Association of Scottish Re Group Limited, as amended as of
May 2, 2002 (incorporated by reference to our Current Report on Form
8-K filed with the SEC on April 14, 2003).
4.1 Form of Senior Indenture to be entered into between the Company and
The Bank of New York. The form or forms of senior debt securities with
respect to each particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by reference.**
4.2 Form of Subordinated Indenture to be entered into between the Company
and The Bank of New York. The form or forms of subordinated debt
securities with respect to each particular offering will be filed as
an exhibit to a Current Report on Form 8-K and incorporated herein by
reference.**
4.3 Form of Junior Subordinated Indenture to be entered into between the
Company and The Bank of New York. The form or forms of junior
subordinated debt securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.**
4.4 Form of Ordinary Share share certificate (previously filed as Exhibit
4.1 to Form S-1, Registration Number 333-57227, filed October 27,
1998, and incorporated by reference herein).
4.5 Certificate of Trust of Scottish Holdings Statutory Trust II.**
4.6 Certificate of Trust of Scottish Holdings Statutory Trust III.**
4.7 Declaration of Trust of Scottish Holdings Statutory Trust II.**
4.8 Declaration of Trust of Scottish Holdings Statutory Trust III.**
4.9 Form of Amended and Restated Declaration of Trust for Scottish
Holdings Statutory Trust II.**
4.10 Form of Amended and Restated Declaration of Trust for Scottish
Holdings Statutory Trust III.**
4.11 Form of Trust Preferred Security (included in Exhibits 4.9 and 4.10).
1
Exhibit
Number Description
- ------ -----------
4.12 Form of Guarantee Agreement with respect to Preferred Securities of
Scottish Holdings Statutory Trust II.**
4.13 Form of Guarantee Agreement with respect to Preferred Securities of
Scottish Holdings Statutory Trust III.**
4.14 Form of Deposit Agreement.**
4.15 Form of Depositary Receipt (included in Exhibit 4.14).
4.16 Form of Purchase Contract Agreement.**
4.17 Form of Pledge Agreement.**
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.**
5.2 Opinion of Maples and Calder.**
5.3 Opinion of Richards, Layton & Finger, P.A. with respect to Scottish
Holdings Statutory Trust II.
5.4 Opinion of Richards, Layton & Finger, P.A. with respect to Scottish
Holdings Statutory Trust III.
12.1 Statement re: Computation of ratio of earnings to fixed charges and
earnings to combined fixed charges and Preferred Shares dividends.**
23.1 Consent of Ernst & Young LLP.
23.2 Consent of LeBoeuf, Lamb, Greene, & MacRae, L.L.P. (included in
Exhibit 5.1).
23.3 Consent of Maples and Calder (included in Exhibit 5.2)
23.4 Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5.3
and 5.4).
24.1 Powers of Attorney (included in signature pages).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Senior
Indenture.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Subordinated
Indenture.**
25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Junior
Subordinated Indenture.**
25.4 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, with respect to the
Amended and Restated Declaration of Trust of Scottish Holdings
Statutory Trust II. **
2
Exhibit
Number Description
- ------ -----------
25.5 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, with respect to the
Amended and Restated Declaration of Trust of Scottish Holdings
Statutory Trust III.**
25.6 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Preferred
Securities Guarantee of the Company with respect to the Preferred
Securities of Scottish Holdings Statutory Trust II.**
25.7 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee, under the Preferred
Securities Guarantee of the Company with respect to the Preferred
Securities of Scottish Holdings Statutory Trust III.**
* To be filed in a subsequent Form 8-K.
** Previously filed.
3