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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 31, 2004
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SCOTTISH RE GROUP LIMITED
(Exact name of registrant as specified in its 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 1.01. Entry into a Material Definitive Agreement.
The material agreements described below were executed or became effective
during the reporting period reflected by the Form 10-K for the fiscal year ended
December 31, 2004, and as such, will be filed as exhibits to such Form 10-K.
SLD Coinsurance Agreement
On December 31, 2004, Scottish Re (U.S.), Inc., a Delaware-domiciled life
insurance company ("Scottish Re (U.S.)"), and an indirect subsidiary of Scottish
Re Group Limited, a holding company organized under the laws of the Cayman
Islands (the "Company"), and Security Life of Denver Insurance Company, a
Colorado-domiciled life insurance company ("SLD"), and a subsidiary of ING
America Insurance Holdings, Inc., a Delaware corporation ("ING"), entered into a
coinsurance agreement (the "SLD Coinsurance Agreement"). Pursuant to the terms
of the SLD Coinsurance Agreement, SLD will cede and retrocede to Scottish Re
(U.S.), and Scottish Re (U.S.) will indemnity reinsure on a coinsurance basis,
100% of the reinsured liabilities arising under the underlying treaties.
SLDI Coinsurance Agreement
On December 31, 2004, Scottish Re Life (Bermuda) Limited, a
Bermuda-domiciled life insurance company ("Scottish Bermuda"), and a subsidiary
of Scottish Re (U.S.), and Security Life of Denver International Limited, a
Bermuda-domiciled life insurance company ("SLDI"), and a subsidiary of ING,
entered into a coinsurance agreement (the "SLDI Coinsurance Agreement").
Pursuant to the terms of the SLDI Coinsurance Agreement, SLDI will cede and
retrocede to Scottish Bermuda, and Scottish Bermuda will indemnity reinsure on a
coinsurance basis, 100% of the reinsured liabilities arising under the
underlying treaties.
SLD Coinsurance/Modified Coinsurance Agreement
On December 31, 2004, Scottish Re (U.S.) and SLD entered into a
coinsurance/modified coinsurance agreement (the "SLD Coinsurance/Modified
Coinsurance Agreement"), pursuant to which SLD will cede and retrocede to
Scottish Re (U.S.) and Scottish Re (U.S.) will indemnity reinsure 100% gross
basis of underlying treaties on a coinsurance/modified coinsurance basis.
SLDI Coinsurance/Modified Coinsurance Agreement
On December 31, 2004, Scottish Bermuda and SLDI entered into a
coinsurance/modified coinsurance agreement (the "SLDI Coinsurance/Modified
Coinsurance Agreement"), pursuant to which SLDI will cede and retrocede to
Scottish Bermuda and Scottish Bermuda will indemnity reinsure 100% gross basis
of underlying treaties on a coinsurance/modified coinsurance basis.
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SLDI Funds Withheld Coinsurance Agreement
On December 31, 2004, Scottish Bermuda and SLDI entered into a funds
withheld coinsurance agreement (the "SLDI Funds Withheld Coinsurance
Agreement"), pursuant to which SLDI will cede and retrocede to Scottish Bermuda
and Scottish Bermuda will indemnity reinsure 100% gross basis of underlying
treaties on a funds withheld coinsurance basis.
SLD Industry Risks Retrocession Agreement I
On December 31, 2004, Scottish Re (U.S.) and SLD entered into an industry
risks retrocession agreement (the "SLD Industry Risks Retrocession Agreement
I"), which will be on a YRT basis for certain risks in excess of Scottish Re
(U.S.)'s maximum dollar retention limit on such risks. Pursuant to the SLD
Industry Risks Retrocession Agreement I, upon any increase in the net retention
of Scottish Re (U.S.), the risks covered will initially be recaptured by
Scottish Re (U.S.), and then passed on to SLD.
SLD Industry Risks Retrocession Agreement II
On December 31, 2004, Scottish Bermuda and SLD entered into an industry
risks retrocession agreement (the "SLD Industry Risks Retrocession Agreement
II"), which will be on a YRT basis for certain risks in excess of Scottish
Bermuda's maximum dollar retention limit on such risks. Pursuant to the SLD
Industry Risks Retrocession Agreement II, upon any increase in the net retention
of Scottish Bermuda, the risks covered will initially be recaptured by Scottish
Bermuda, and then passed on to SLD.
Administrative Services Agreement
On December 31, 2004, Scottish Re (U.S.), SLD and SLDI entered into an
administrative services agreement (the "Administrative Services Agreement"),
pursuant to which Scottish Re (U.S.) will perform certain administrative
functions on behalf of SLD and SLDI with respect to the acquired business.
SLD Reserve Trust Agreement
On December 31, 2004, Scottish Re (U.S.), as grantor, SLD, as beneficiary,
Bank of New York, a New York banking corporation, as trustee (the "Trustee"),
and Bank of New York, as securities intermediary (the "Securities
Intermediary"), entered into a reserve trust agreement (the "SLD Reserve Trust
Agreement"), pursuant to which Scottish Re (U.S.) will establish a reserve trust
account (the "SLD Reserve Trust Account") with the Trustee and transfer to the
Trustee for deposit, cash and other assets in order to secure payment for
amounts owing to SLD.
SLDI Reserve Trust Agreement
On December 31, 2004, Scottish Bermuda, as grantor, SLDI, as beneficiary,
the Trustee, and the Securities Intermediary, entered into a reserve trust
agreement (the
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"SLDI Reserve Trust Agreement"), pursuant to which Scottish Bermuda will
establish a reserve trust account (the "SLDI Reserve Trust Account") with the
Trustee and transfer to the Trustee for deposit, cash and other assets in order
to secure payment for amounts owing to SLDI.
SLD Security Trust Agreement
On December 31, 2004, Scottish Re (U.S.), as grantor, SLD, as beneficiary,
the Trustee, and the Securities Intermediary, entered into a security trust
agreement (the "SLD Security Trust Agreement"), pursuant to which Scottish Re
(U.S.) will establish a security trust account with the Trustee and transfer to
the Trustee for deposit, cash and other assets in order to secure and fund the
obligation of Scottish Re (U.S.) to (a) make payments in connection with the
recapture of business under certain specified terms and (b) fund the SLD Reserve
Trust Account under certain circumstances.
SLDI Security Trust Agreement
On December 31, 2004, Scottish Bermuda, as grantor, SLDI, as beneficiary,
the Trustee, and the Securities Intermediary, entered into a security trust
agreement (the "SLDI Security Trust Agreement"), pursuant to which Scottish
Bermuda will establish a security trust account with the Trustee and transfer to
the Trustee for deposit, cash and other assets in order to secure and fund the
obligation of Scottish Bermuda to (a) make payments in connection with the
recapture of business under certain specified terms and (b) fund the SLDI
Reserve Trust Account under certain circumstances.
Transition Services Agreement
On December 31, 2004, the Company, SLD and SLDI entered into a transition
services agreement (the "Transition Services Agreement"), pursuant to which SLD
and SLDI will provide certain transition services to the Company for a period of
eighteen months.
Technology Transfer and License Agreement
On December 31, 2004, the Company, SLD and SLDI entered into a technology
transfer and license agreement (the "Technology Transfer and License
Agreement"), pursuant to which SLD and SLDI will convey or license certain
computer programs and databases to the Company and its affiliates.
Shareholders' Agreement
On December 31, 2004, the Company entered into a Shareholders' Agreement
(the "Shareholders' Agreement") with each of Cypress Merchant B Partners II
(Cayman) L.P., Cypress Merchant B II-A C.V., Cypress Side-by-Side (Cayman) L.P.
and 55th Street Partners II (Cayman) L.P. (collectively, the "Cypress Entities"
and, part of The Cypress Group). A copy of the Shareholders' Agreement was
previously filed on the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 21, 2004 (the "October Form 8-K").
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 31, 2004, the Company completed the acquisition of the
individual life reinsurance business of SLD and SLDI, pursuant to an asset
purchase agreement (the "Asset Purchase Agreement") by and among the Company,
Scottish Re (U.S.), Scottish Bermuda, SLD and SLDI, dated as of October 17,
2004.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
William Spiegel was elected to the Board of Directors of the Company (the
"Board") effective December 31, 2004. Mr. Spiegel is the Managing Director of
The Cypress Group, a New York-based private equity group. He was nominated to
the Board of Directors pursuant to the Shareholders' Agreement. Mr. Spiegel will
serve on the Compensation Committee, the Corporate Governance Committee and the
Finance and Investment Committee of the Board. In connection with the sale of
securities to the Cypress Entities, as further described in the October Form
8-K, the Company paid on January 4, 2005 an equity commitment fee to The Cypress
Group in the amount of $2,000,000.
Item 7.01. Regulation FD Disclosure.
On December 31, 2004, the Company issued a press release announcing the
completion of the acquisition of the individual life reinsurance business of SLD
and SLDI, pursuant to an Asset Purchase Agreement by and among the Company,
Scottish Re (U.S.), Scottish Bermuda, SLD and SLDI dated as of October 17, 2004.
A copy of the press release is attached as Exhibit 99.1 hereto.
On January 3, 2005, the Company issued a press release announcing the
appointment of William Spiegel as a Director of the Company. A copy of the press
release is attached as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements of the acquired businesses required to be filed
pursuant to Item 9.01(a) of Form 8-K will be filed no later than 71 calendar
days after the date this report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information of the acquired businesses required to
be filed pursuant to Item 9.01(b) of Form 8-K will be filed no later than 71
calendar days after the date this report on Form 8-K is required to be filed.
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(c) Exhibits
99.1 Press Release issued by Scottish Re Group Limited on December 31, 2004.
99.2 Press Release issued by Scottish Re Group Limited on January 3, 2005.
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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: January 6, 2005
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INDEX TO EXHIBITS
Number Description
99.1 Press Release issued by Scottish Re Group Limited on December 31, 2004.
99.2 Press Release issued by Scottish Re Group Limited on January 3, 2005.
8