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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 15, 2004
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SCOTTISH RE GROUP LIMITED
(Exact Name of Registrant as Specified in Charter)
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Cayman Islands 001-16855 98-0362785
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
P.O. Box HM 2939
Crown House, Third Floor, 4 Par-la-Ville Road
Hamilton HM12
Bermuda N/A
(Address of Principal Executive Offices) (Zip Code)
(441) 295-4451
Registrant's telephone number, including area code
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On December 15, 2004, SFL Statutory Trust I (the "Trust"), a Delaware
statutory trust, and a direct wholly-owned subsidiary of Scottish Financial
(Luxembourg) S.a.r.l. ("SFL"), itself a wholly-owned subsidiary of Scottish
Annuity & Life Insurance Company (Cayman) Ltd. ("SALIC"), issued $50,000,000 in
aggregate principal amount of floating rate trust preferred capital securities
with a stated term of thirty years (the "Capital Securities"). On the same date,
the Trust used the proceeds of this issuance to purchase an aggregate principal
amount of $51,547,000 floating rate junior subordinated deferrable interest
debentures due 2034 (the "Debentures") from SFL. On December 15, 2004, SFL used
the proceeds from the issuance of the Debentures to acquire a junior
subordinated deferrable interest promissory note due 2034 with a principal
amount of $51,547,000 (the "Promissory Note" and, together with the Capital
Securities and the Debentures, the "Securities") from Scottish Re (Dublin)
Limited ("SRD"), a wholly-owned subsidiary of SALIC. The Trust, SFL and SRD are
indirect wholly-owned subsidiaries of Scottish Re Group Limited ("Scottish Re"),
and SALIC is a direct wholly-owned subsidiary of Scottish Re. The Capital
Securities are direct financial obligations of the Trust, the Debentures are
direct financial obligations of SFL, and the Promissory Note is a direct
financial obligation of SRD, however the Capital Securities are guaranteed by
SFL and SALIC, and the Debentures are guaranteed by SALIC.
The annual interest rate on the Capital Securities and the Debentures for
the period beginning on (and including) December 15, 2004 and ending on (but
excluding) March 15, 2005 is 5.95% and the annual interest rate for the
Promissory Note for such period is 6.075%. For each successive period beginning
on (and including) March 15, 2005, and each succeeding interest payment date,
and ending on (but excluding) the next succeeding interest payment date, the
annual interest rate on the Capital Securities and the Debentures will equal the
3-month London Interbank Offered Rate ("LIBOR") plus 3.50% and the annual
interest rate on the Promissory Note for each such period will equal the 3-month
LIBOR plus 3.625%. Prior to December 15, 2009, the interest rate on each of the
Securities will not exceed 12.50%. The interest payment dates will be each March
15, June 15, September 15 and December 15 after March 15, 2005 for the
thirty-year term of each of the Securities.
Under the terms of each of the Securities, an event of default under such
Security may occur upon:
o nonpayment of interest thereunder when due and payable, unless such
nonpayment is due to a valid extension of an interest payment period
("extension period") in accordance with the terms of such Security;
o nonpayment of all, or part, of the principal thereof;
o failure to comply with the terms, covenants or provisions of such
Security; or
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o bankruptcy or liquidation of the Trust, whether voluntary or
involuntary, voluntary bankruptcy or liquidation of SFL in accordance
with the terms of the Capital Securities and the Debentures, or
bankruptcy or liquidation of SRD, whether voluntary or involuntary in
accordance with the terms of the Promissory Note.
If an event of default occurs and is continuing in respect of a Security, the
entire principal thereof and interest accrued thereon may be declared to be due
and payable immediately. If no event of default has occurred and is continuing,
the payment of interest thereunder may be deferred, without causing an event of
default, by extending the interest payment period at any time, during which
extension period no interest shall be due and payable. During an extension
period in respect of a Security, interest will continue to accrue thereon at an
annual rate equal to the interest rate in effect for the extension period.
The Debentures and the Promissory Note may each be redeemed by the issuer
thereof in whole but not in part at par, plus accrued and unpaid interest, on
any interest payment date on or after the interest payment date in December
2009. The proceeds from any redemption of the Debentures would be applied by the
Trust to redeem Capital Securities.
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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 RE GROUP LIMITED
By: /s/ Paul Goldean
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Paul Goldean
Executive Vice President and General Counsel
Dated: December 20, 2004
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