-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UVHPErb56i2dqdopC9rNyeFC6NWuPQrfhTSLrE83aRHo09+Fke7IEajBueSV58R6 z515LnS/i1AUwxFKCKHVGA== 0000898080-03-000513.txt : 20031027 0000898080-03-000513.hdr.sgml : 20031027 20031027163656 ACCESSION NUMBER: 0000898080-03-000513 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031024 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTISH ANNUITY & LIFE HOLDINGS LTD CENTRAL INDEX KEY: 0001064122 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16855 FILM NUMBER: 03958834 BUSINESS ADDRESS: STREET 1: GRAND PAVILION COMMERCIAL CENTRE STREET 2: 802 WEST BAY RD GEORGE TOWN GRAND CAYMAN CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459492800 MAIL ADDRESS: STREET 1: GRAND PAVILION COMMERCIAL CENTRE STREET 2: 802 WEST BAY RD GEORGE TOWN CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTISH LIFE HOLDINGS LTD DATE OF NAME CHANGE: 19980615 8-K 1 form8k.txt CURRENT REPORT ON FORM 8-K 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): October 24, 2003 SCOTTISH RE GROUP LIMITED (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation) 0-29788 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 HM08, Bermuda (Zip Code) (Address of Principal Executive Offices) Scottish Annuity & Life Holdings, Ltd. (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events and Required FD Disclosure. On October 24, 2003, Scottish Re Group Limited (the "Company") issued a press release announcing that it had entered into a Stock Purchase Agreement among the Company, Scottish Holdings, Inc. and Employers Reinsurance Corporation, pursuant to which Scottish Holdings, Inc., a wholly owned subsidiary of the Company, agreed to acquire 95% of the outstanding capital stock of ERC Life Reinsurance Corporation. A copy of the press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release of Scottish Re Group Limited dated October 24, 2003. 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: October 27, 2003 INDEX TO EXHIBITS Number Description - ------ ----------- 99.1 Press Release of Scottish Re Group Limited dated October 24, 2003. EX-99.1 3 ex991.txt PRESS RELEASE Scottish Re Group Limited to Acquire Block of GE ERC Life Reinsurance Business HAMILTON, Bermuda - October 24, 2003 - Scottish Re Group Limited (NYSE:SCT) announced today that it has agreed to acquire 95 percent of the outstanding capital stock of ERC Life Reinsurance Corporation, a subsidiary of GE's Employers Reinsurance Corporation for $151 million in cash. ERC Life, a Missouri company, is one of the companies through which GE ERC has conducted its life reinsurance business in the United States. The business of ERC Life consists of a closed block of mostly traditional life reinsurance. ERC Life has approximately $800 million in total assets and approximately $100 million of statutory capital and surplus. The gross face amount of the in force business, approximately $170 billion, represents about five percent of GE ERC's life and health reinsurance business. "This transaction adds substantially to our portfolio of traditional life reinsurance," said Michael C. French, Chairman and Chief Executive Officer of Scottish Re. "When combined with our $105 billion of in-force mortality business, this block of pre-XXX business significantly improves our spread of risk in a capital efficient fashion." GE ERC has agreed to administer the business for up to nine months from the date of acquisition and to assist with the transition of the business to Scottish Re's systems. No GE ERC employees will transfer to Scottish Re. The transaction, which is expected to close later this year, is subject to regulatory approvals. Scottish Re Group Limited is a global life reinsurance specialist and issuer of customized life insurance based wealth management products for high net worth individuals and families. Scottish Re has operating companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and Windsor, England. Its flagship operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd. and Scottish Re (U.S.), Inc., which are rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings, A3 (good) by Moody's and A- (strong) by Standard & Poor's and Scottish Re Limited, which is rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings and A- (strong) by Standard & Poor's. Certain statements included herein are "forward-looking statements" within the meaning of the federal securities laws. The management of Scottish Re Group Limited 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. ##### -----END PRIVACY-ENHANCED MESSAGE-----