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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): January 5, 2005
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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 7.01. Regulation FD Disclosure.
The financial information attached hereto as Exhibits 99.1 and 99.2 provide
certain unaudited historical financial information for the individual life
reinsurance business of ING, which business we acquired effective December 31,
2004, and certain unaudited pro forma financial information for our subsidiary,
Scottish Annuity & Life Insurance Company (Cayman) Ltd., ("SALIC") giving effect
to this acquisition and certain other assumptions as described therein. The
financial information attached hereto as Exhibits 99.1 and 99.2 is unaudited and
in the case of Exhibit 99.1 is subject to a pending audit. The financial
information is not intended to satisfy the Company's obligation to file audited
financial statements for the business acquired. The Company intends to file such
audited financial statements and unaudited pro forma financial information for
Scottish Re Group Limited within 75 days of the closing of the acquisition, as
required by Items 9.01(a) and (b) of Form 8-K. The financial information
attached ehreto as Exhibit 99.3 provides certain audited and unaudited
historical financial information for SALIC.
In accordance with Regulation FD, the information in this Form 8-K and the
Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as may be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Unaudited Financial Statements of ING Individual Life Re Business as of
and for the nine months ended September 30, 2004 and as of and for the
years ended December 31, 2003 and 2002.
99.2 Unaudited Pro Forma Consolidated Balance Sheet and Consolidated
Statements of Income of Scottish Annuity & Life Insurance Company
(Cayman) Ltd. as of and for the nine months ended September 30, 2004
and for the year ended December 31, 2003.
99.3 Unaudited Financial Statements of Scottish Annuity & Life Insurance
Company (Cayman) Ltd. as of and for the nine months ended September
30, 2004 and as of and for the years ended December 31, 2003 and 2002.
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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
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99.1 Unaudited Financial Statements of ING Individual Life Re Business as of
and for the nine months ended September 30, 2004 and as of and for the
years ended December 31, 2003 and 2002.
99.2 Unaudited Pro Forma Consolidated Balance Sheet and Consolidated
Statements of Income of Scottish Annuity & Life Insurance Company
(Cayman) Ltd. as of and for the nine months ended September 30, 2004
and for the year ended December 31, 2003.
99.3 Unaudited Financial Statements of Scottish Annuity & Life Insurance
Company (Cayman) Ltd. as of and for the nine months ended September
30, 2004 and as of and for the years ended December 31, 2003 and 2002.
4