8-K/A 1 form8ka.txt FORM 8-K/A -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM 8-K/A 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 31, 2004 --------------------- 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)) -------------------------------------------------------------------------------- Scottish Re Group Limited hereby amends Item 7.01 of its Current Report on Form 8-K filed on January 6, 2005, in order to file certain financial statements and information. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired This item is amended to include the following, attached hereto as Exhibit 99.1: Report of Independent Registered Public Accounting Firm........................3 Financial Statements: Statements of Operations....................................................4 Balance Sheets..............................................................5 Statements of Changes in Equity.............................................6 Statements of Cash Flows....................................................7 Notes to Financial Statements...............................................8 (b) Pro Forma Financial Information This item is amended to include the following, attached hereto as Exhibit 99.2: Unaudited Pro Forma Financial Statements of Scottish Re Group Limited as of and for the nine months ended September 30, 2004 and for the year ended December 31, 2003 (c) Exhibits 23.1 Consent of Ernst & Young LLP 99.1 Financial Statements of ING Individual Re Business as of and for the nine months ended September 30, 2004 and the years ended December 31, 2003 and 2002 99.2 Unaudited Pro Forma Financial Statements of Scottish Re Group Limited as of and for the nine months ended September 30, 2004 and for the year ended December 31, 2003 2 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 Executive Vice President and General Counsel Dated: March 9, 2005 3 Exhibits 23.1 Consent of Ernst & Young LLP 99.1 Financial Statements of ING Individual Re Business as of and for the nine months ended September 30, 2004 and the years ended December 31, 2003 and 2002 99.2 Unaudited Pro Forma Financial Statements of Scottish Re Group Limited as of and for the nine months ended September 30, 2004 and for the year ended December 31, 2003 4