_______________________________________________________________________________
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): August 3, 2006
___________________
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 2.02. Results of Operations and Financial Condition.
On August 3, 2006, Scottish Re Group Limited (the "Company") issued a press
release announcing its results of operations for the quarter ended June 30,
2006. A copy of the press release is attached hereto as Exhibit 99.1.
On August 4, 2006, the Company conducted a conference call regarding the
results of operations for the quarter ended June 30, 2006. A copy of the
transcript of this conference call is attached hereto as Exhibit 99.2. The
furnishing of the conference call transcript shall not be deemed to be an
admission of the Company that any of the material contained in it is material
information of a financial or statistical nature relating to the quarter just
ended.
On August 3, 2006, the Company made available on its website supplemental
financial information with respect to its financial results for the quarter
ended June 30, 2006. This information is included as Exhibit 99.3 to this
Current Report and incorporated by reference herein.
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 expressly set forth by
specific reference in such a filing.
Certain statements included in the press release and the conference call
transcript that are not strictly historical may be "forward-looking statements"
within the meaning of the federal securities laws. The management of the Company
cautions that forward-looking statements are not guarantees, and that actual
results could differ materially from those expressed or implied in the
forward-looking statements. Important events that could cause the actual results
of operations or financial condition of the Company to differ include, but are
not necessarily limited to, the Company's ability to attract clients and
generate business; the competitive environment; the Company's ability to
underwrite business; performance of outside service providers; mortality risk;
surrender risk; investment risk (including asset value risk, reinvestment risk
and disintermediation risk); the impact of unforeseen economic changes (such as
changes in interest rates, currency exchange rate, inflation rates, recession
and other external economic factors); the impact of terrorist activities on the
economy, the insurance and related industries in general and the Company in
particular; regulatory changes (such as changes in U.S. tax law and insurance
regulation which directly affect the competitive environment for the company's
products); rating agency policies and practices; and loss of key executives.
Investors are also directed to consider the risks and uncertainties discussed in
documents filed by the Company with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release issued by Scottish Re Group Limited on August 3, 2006.
99.2 Transcript of Earnings Release Conference Call held on August 4, 2006.
2
99.3 Supplemental financial information with respect to the
quarter ended June 30, 2006.
3
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
------------------------------------------
Paul Goldean
President and Chief Executive Officer
Dated: August 9, 2006
4
INDEX TO EXHIBITS
Number Description
- ------ -----------
99.1 Press Release issued by Scottish Re Group Limited on August 3, 2006.
99.2 Transcript of Earnings Release Conference Call held on August 4, 2006.
99.3 Supplemental financial information with respect to the quarter ended
June 30, 2006.
5