_______________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
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 12, 2004
________________________
SCOTTISH RE GROUP LIMITED
(Exact name of registrant as specified in its charter)
________________________
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))
_______________________________________________________________________________
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 12, 2005, Stingray Pass-Through Trust ("Pass-Through
Trust") issued $325 million in aggregate principal amount of 5.902% collateral
facility securities (the "Pass-Through Certificates") in a private transaction.
On the same date, Pass-Through Trust used the proceeds of this issuance to
purchase an aggregate principal amount of $325 million of 5.902% investor
certificates (the "Investor Certificates") from Stingray Investor Trust
("Investor Trust"). Investor Trust used the proceeds of this issuance to
purchase a portfolio of high-grade commercial paper notes. Under a Put Agreement
between Investor Trust and Scottish Annuity & Life Insurance Company (Cayman)
Ltd. ("SALIC"), the Investor Trust agrees to purchase at a pre-determined price
Funding Agreements issued by SALIC, up to any amount such that the aggregate
face amount of Funding Agreements outstanding at any time does not exceed
$325,001,000, in exchange for a portfolio of highly rated 30-day commercial
paper. In consideration for the Investor Trust's agreement to purchase Funding
Agreements, SALIC will pay the Investor Trust a Put Premium on a monthly payment
date. Although SALIC participated in the transactions leading to the
establishment of the Pass-Through Trust and the Investor Trust, the trusts are
independent entities and are not owned, controlled or managed by SALIC. SALIC is
a direct wholly-owned subsidiary of Scottish Re Group Limited. The Pass-Through
Certificates are direct financial obligations of the Pass-Through Trust, the
Investor Certificates are direct financial obligations of the Investor Trust,
and the Funding Agreements are a direct financial obligation of SALIC.
The Pass-Through Trust expects to pay income distributions on the
Pass-Through Certificates on the 12th day of each month, commencing February 14,
2005, at a rate per annum equal to 5.902%. The Pass-Through Trust expects to
repay the stated amount of the Pass-Through Certificates on January 12, 2015.
The Pass-Through Certificates are not subject to redemption prior to the
scheduled maturity date other than as a result of certain tax events. The
Investor Trust expects to pay income distributions on the Investor Certificates
on the 12th day of each month, commencing February 14, 2005, at a rate per annum
equal to 5.902%. The Investor Certificates are not subject to redemption prior
to the scheduled maturity date other than as a result of certain tax events. The
Investor Trust expects to repay the stated amount of the Investor Certificates
on January 12, 2015. SALIC expects to pay interest on the Funding Agreements on
the 11th day of each month, commencing February 11, 2005 (which is one business
day immediately preceding each distribution date on the Pass-Through
Certificates and the Investor Trust Certificates), at a rate equal to the 30-Day
CP Index Rate for the related accrual period plus 1.477%. SALIC has the right to
redeem the Funding Agreements on any payment date selected by SALIC upon not
less than 35 nor more than 65 days' prior notice. The Funding Agreements are
unsecured obligations of SALIC and will mature in 2015.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release issued by Scottish Re Group Limited on January 12, 2005.
2
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/ Elizabeth Murphy
----------------------
Elizabeth A. Murphy
Chief Financial Officer
Dated: January 18, 2005
3
INDEX TO EXHIBITS
Number Description
- ------ -----------
99.1 Press Release issued by Scottish Re Group Limited on
January 12, 2005.
4