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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): November 27, 2006
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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)
[X] 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.
Scottish Re Group Limited ("Scottish Re") announced on November 27,
2006 that it had entered into an agreement whereby MassMutual Capital Partners
LLC, a member of the MassMutual Financial Group, and affiliates of Cerberus
Capital Management, L.P. will each invest $300 million into Scottish Re,
resulting in a total new equity investment of $600 million. Under the terms and
subject to the conditions of the agreement, MassMutual Capital Partners LLC and
affiliates of Cerberus Capital Management, L.P. will purchase in the aggregate a
total of 1,000,000 newly issued convertible preferred shares of Scottish Re,
which shares may be converted into 150,000,000 ordinary shares of Scottish Re at
any time, subject to certain adjustments.
The Scottish Re press release regarding the transaction is furnished as
Exhibit 99.1 hereto and incorporated by reference herein. Furnished as Exhibit
99.2 hereto and incorporated herein by reference is a copy of the slides that
accompanied Scottish Re's presentation conducted at 9:00 AM on November 27,
2006, a replay of which will be available on Scottish Re's website
(www.scottishre.com) for two weeks. A replay of the presentation can also be
accessed by calling 1-877-519-4471 (within the U.S.) or 1-973-341-3080 (from
international locations), and entering access code 8161642, and will also be
available for two weeks, and a transcript of the presentation is furnished as
Exhibit 99.3 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by Scottish Re Group Limited on November 27, 2006
99.2 Copy of the slides used in connection with the November 27, 2006
transaction presentation
99.3 Transcript of the November 27, 2006 transaction presentation
Additional Information and Where to Find It
In connection with the proposed private placement of convertible preferred
shares described in Item 7.01, Scottish Re plans to file a proxy statement with
the Securities and Exchange Commission (the "Commission"). INVESTORS AND
SECURITY HOLDERS OF SCOTTISH RE ARE ADVISED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION WHEN THEY BECOME AVAILABLE
BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The final proxy statement will be mailed to shareholders of
Scottish Re. Investors and security holders may obtain a free copy of the proxy
statement, when it becomes available, and other documents filed by Scottish Re
with the Commission, at the Commission's website at http://www.sec.gov. Free
copies of the proxy statement, when it becomes available, and Scottish Re's
other filings with the Commission may also be obtained from Scottish Re by
directing a request to Scottish Re Group Limited, Post Office Box HM 2939,
Hamilton, HM MX, Bermuda, Attention: Secretary.
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Participants in the Solicitation
Scottish Re and its directors, executive officers and certain other members of
its management and employees may be deemed to be soliciting proxies from
Scottish Re's shareholders in favor of the proposed sale. Information regarding
Scottish Re's directors and executive officers is available in Scottish Re's
proxy statement for its 2006 annual general meeting of shareholders, which was
filed with the Commission on April 4, 2006. Additional information regarding the
interests of such potential participants will be included in the proxy statement
and the other relevant documents filed with the Commission when they become
available.
Forward Looking Statements
Certain statements included or incorporated by reference herein are
"forward-looking statements" within the meaning of the federal securities laws.
The management of Scottish Re cautions that forward-looking statements are not
guarantees and 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 Scottish Re to differ
include, but are not necessarily limited to, Scottish Re's ability to attract
clients and generate business; the competitive environment; Scottish Re's
ability to underwrite business; 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 Scottish Re in particular; regulatory changes
(such as changes in U.S. tax law and insurance regulation which directly affect
the competitive environment for Scottish Re's products); changes in expectations
regarding future realization of gross deferred tax assets; uncertainties about
our ability to raise equity capital or other sources of liquidity; rating agency
policies and practices; loss of key executives; and Scottish Re's ability to
consummate the proposed issuance of convertible preferred shares (including
obtaining necessary regulatory approvals and shareholder approval) and realize
the benefits of such issuance. Investors are also directed to consider the risks
and uncertainties discussed in documents filed by Scottish Re with the
Commission.
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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/ Nate Gemmiti
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Nate Gemmiti
General Counsel
Dated: November 27, 2006
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INDEX TO EXHIBITS
Number Description
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99.1 Press Release issued by Scottish Re Group Limited on November 27, 2006
99.2 Copy of the slides used in connection with the November 27, 2006
transaction presentation
99.3 Transcript of the November 27, 2006 transaction presentation
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