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): December 17, 2003 Scottish Re Group Limited (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation) 001-16855 N/A (Commission File Number) (I.R.S. Employer Identification Number) (441) 295-4451 (Registrant's Telephone Number, Including Area Code) P.O. Box HM 2939 Crown House, Third Floor, 4 Par-la-Ville Road N/A Hamilton HM 08, Bermuda (Zip Code) (Address of Principal Executive Offices) N/A (Former Name or Former Address, if Changed Since Last Report) Item 7. Financial Statements and Exhibits The following documents are filed with reference to and hereby incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-104545) of Scottish Re Group Limited (the "Company"), filed with the Securities and Exchange Commission on April 15, 2003. (c) Exhibits 1.1 Underwriting Agreement, dated as of December 11, 2003, by and among the Company and the Underwriters listed on Schedule I thereto (Hybrid Capital Units). 4.1 Purchase Contract Agreement, dated December 17, 2003, by and among the Company and JPMorgan Chase Bank, as purchase contract agent and collateral agent. 4.2 Pledge Agreement, dated as of December 17, 2003, by and among the Company and JPMorgan Chase Bank, as collateral agent and custodial Agent, purchase contract agent, and securities intermediary. 4.3 Remarketing Agreement, dated as of December 17, 2003, by and among the Company and Bear, Stearns & Co. Inc., as remarketing agent. 4.4 Certificate of Designations of Convertible Preferred Shares of the Company. 5.1 Opinion of Maples and Calder. 5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 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 ANNUITY & LIFE HOLDINGS, LTD. By: /s/ Paul Goldean ------------------------------------------ Paul Goldean Senior Vice President and General Counsel Dated: December 17, 2003 INDEX TO EXHIBITS Number Description 1.1 Underwriting Agreement, dated as of December 11, 2003, by and among the Company and the Underwriters listed on Schedule I thereto (Hybrid Capital Units). 4.1 Purchase Contract Agreement, dated December 17, 2003, by and among the Company and JPMorgan Chase Bank, as purchase contract agent and collateral agent. 4.2 Pledge Agreement, dated as of December 17, 2003, by and among the Company and JPMorgan Chase Bank, as collateral agent and custodial Agent, purchase contract agent, and securities intermediary. 4.3 Remarketing Agreement, dated as of December 17, 2003, by and among the Company and Bear, Stearns & Co. Inc., as remarketing agent. 4.4 Certificate of Designations of Convertible Preferred Shares of the Company. 5.1 Opinion of Maples and Calder. 5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.