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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 2
FORM 10-K/A
For Annual and Transition Reports Pursuant
to Sections 13 or 15(d) of the Securities Exchange Act of 1934
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2006
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition period from to
Commission File Number 001-16855
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SCOTTISH RE GROUP LIMITED
(exact name of registrant as specified in its charter)
Cayman Islands 98-0362785
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
Crown House, Second Floor
4 Par-la-Ville Road
Hamilton HMO8, Bermuda Not Applicable
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4451
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class Registered
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Ordinary Shares, par value $0.01 per share New York Stock Exchange
Hybrid Capital Units New York Stock Exchange
Non-Cumulative Perpetual Preferred
Shares, par value $0.01 per share New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by checkmark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ ] Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by checkmark whether the registrant is a large accelerated
filer, as defined in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X] Accelerated filer [ ]
Non-accelerated filer [ ]
Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of June 30, 2006 was $733,900,935. As of April 16, 2007,
Registrant had 67,995,057 ordinary shares outstanding.
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Explanatory Note
Scottish Re Group Limited (the "Company") is filing this amendment
("Amendment No. 2") to our Annual Report on Form 10-K for the year ended
December 31, 2006 filed with the Securities and Exchange Commission ("SEC") on
March 1, 2007 ("the Original Report"). We filed an amendment ("Amendment No. 1")
to the Original Report on April 27, 2007.
This Amendment No. 2 is filed for the sole purpose of including the
Section 302 Certifications required by the Sarbanes-Oxley Act of 2002, which
were inadvertently omitted from Amendment No. 1.
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PART IV
Item 15: EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SCOTTISH RE GROUP LIMITED
Date: November 13, 2007 By: /s/ George Zippel
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George Zippel
President and Chief Executive Officer
Date: November 13, 2007 By: /s/ Terry Eleftheriou
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Terry Eleftheriou
Chief Financial Officer
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