-----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, M2MRRliXWhA0SLDRpsBzRWh0Hwthjm23BQ5xEHOwhoSfZ+66y1xGnalB1WT4DvgR xCpPo5Kvu621NFcMeiEetQ== 0000898080-05-000344.txt : 20050721 0000898080-05-000344.hdr.sgml : 20050721 20050721145337 ACCESSION NUMBER: 0000898080-05-000344 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050721 DATE AS OF CHANGE: 20050721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTISH RE GROUP 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16855 FILM NUMBER: 05965985 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: P O BOX HM 2939 CITY: HAMILTON STATE: D0 ZIP: HM MX FORMER COMPANY: FORMER CONFORMED NAME: SCOTTISH LIFE HOLDINGS LTD DATE OF NAME CHANGE: 19980615 11-K 1 form11k.txt FORM 11-K FORM 11-K [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2004 [ ] 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 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: SCOTTISH RE GROUP LIMITED Crown House, Third Floor 4 Par-la-Ville Road Hamilton HM12, Bermuda SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN INDEX FINANCIAL STATEMENTS (UNAUDITED) -------------------------------- Page Statements of Net Assets Available for Benefits, December 31, 2004 and 2003 3 Statements of Changes in Net Assets Available for Benefits, Years Ended December 31, 2004 and 2003 4 Notes to Financial Statements 5 SUPPLEMENTAL SCHEDULE (UNAUDITED) --------------------------------- Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2004 9 All other schedules required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income and Security Act of 1974 are omitted because they are not applicable or not required. 2 SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (UNAUDITED) DECEMBER 31, 2004 AND 2003 2004 2003 --------------------------- Assets Mutual funds $3,604,645 $2,444,914 Common stock 430,924 525,963 Money market investments 599,056 470,625 Participant loans receivable 46,980 22,491 --------------------------- Total Net Assets Available for Benefits $4,681,605 $3,463,993 =========================== See accompanying notes to financial statements 3 SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (UNAUDITED) YEARS ENDED DECEMBER 31, 2004 AND 2003 2004 2003 ---------------------------- Additions to Assets Attributed to: Contributions Employer $565,406 $481,893 Participant 565,406 481,893 Rollover 90,182 80,412 ---------------------------- Total contributions 1,220,994 1,044,198 Investment Income Net appreciation in fair value of investments 358,600 485,149 Interest and dividend income 91,011 35,394 ---------------------------- Total investment income 449,611 520,543 ---------------------------- Total income 1,670,605 1,564,741 Deductions to Assets Attributed to: Benefits paid to participants 450,392 128,018 Loan defaults 2,601 1,938 ---------------------------- Total deductions 452,993 129,956 ---------------------------- Net Increase in Assets Available for Benefits During the Year 1,217,612 1,434,785 Net Assets Available for Benefits at Beginning of Year 3,463,993 2,029,208 ---------------------------- Net Assets Available for Benefits at End of Year $4,681,605 $3,463,993 ============================ See accompanying notes to financial statements. 4 SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (UNAUDITED) YEARS ENDED DECEMBER 31, 2004 and 2003 1. Summary of Significant Accounting Policies Basis of Presentation The financial statements of Scottish Holdings, Inc. 401(k) and Profit Sharing Plan (the "Plan") are prepared on an accrual basis in accordance with generally accepted accounting principles. Use of Estimates In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities and changes therein. Actual results may differ from these estimates. The Plan utilizes various investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the risk associated with certain investments securities, it is reasonably possible that changes in the value of the investment securities will occur in the near term and such amounts could materially affect the amounts reported in the financial statements. Payment of Benefits Benefits to participants ("Participants") of the Plan are recorded when due. Investments The Plan's investments are valued at fair value. Fair value of common stock, mutual funds and money market investments is based on quoted market prices on the last day of the year. Participant loans receivable are valued at outstanding principal balance, which approximates fair value. Security transactions are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest is accrued as earned. The Plan presents in the statements of changes in assets available for benefits, the net appreciation (depreciation) in the fair value of investments which consists of realized gains or losses and the unrealized appreciation (depreciation) on those investments. 2. Description of the Plan The following is a brief summary of the various provisions on the Plan. Participants should refer to the Plan for a complete description on the Plan's provisions. The financial statements are prepared in accordance with the Employee Retirement Income Security Act of 1974 ("ERISA"). In accordance with ERISA, such financial statements for 2004 and 2003 are unaudited. General The Plan is a defined contribution plan that covers all employees, with certain exceptions, of Scottish Holdings, Inc. (the "Company") and related companies that adopt this Plan. Eligibility for participation in the Plan is automatic on the first day of the month on or after the date one hour of service is completed with the Company or related companies that adopt this plan. Contributions Each year, participants may contribute up to 7.5% of annual compensation, as defined by the Plan. The maximum dollar tax deductible amount that can be contributed by participant is limited to $13,000 for 2004 and $12,000 for 2003. Participants may also contribute amounts representing rollover distributions from other qualified plans. The Company makes qualified matching contributions of 100% of the first 4% of participant contributions. The Company will make matching contributions equal to 100% of the participant contributions that are over 4% but not over 7.5% of the participant's contributions. Additionally, profit sharing contributions may be made at the discretion of Scottish Re Group Limited's Compensation Committee. No discretionary profit sharing contributions were made in 2004 or 2003. Forfeited nonvested amounts are used to reduce future Company contributions. 5 SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (UNAUDITED) YEARS ENDED DECEMBER 31, 2004 and 2003 2. Description of the Plan (Continued) Participant Accounts Each participant's account is credited with the participant's contribution and allocations of the Company's contribution and Plan earnings. Allocations are based on participant account balances. The benefit to which a participant in entitled is the benefit that can be provided from the participant's vested account balance. A participant age 50 or older may elect to contribute additional elective catch-up contributions to the Plan. The additional amounts may be contributed regardless of any other limitations on the amount participants may contribute to the Plan. The maximum catch-up contribution that can be made in 2004 and 2003 was $3,000 and $2,000 respectively. Vesting Participants are immediately vested in their contributions plus actual earnings thereon. The Company's qualified matching contributions plus actual earnings thereon are 100% vested when made. Matching and profit sharing contributions plus actual earnings thereon vest based on years of credited service. The Company's matching contributions will be 100% vested in three years. Profit sharing contributions will be 100% vested in five years. Administrative Expenses All brokerage fees, trustee fees and other expenses incident to the administration of the Plan are paid by the Company. Participant Loans Participants may borrow up to 50% of their vested account balance, borrowing a maximum of $50,000. Interest charged is at a commercially reasonable rate. The interest charged for 2004 and 2003 ranged from 5% to 6%. Rollovers At the discretion of the Plan Administrator, rollovers from qualified retirement plans will be accepted. Rollovers from individual retirement accounts and individual retirement annuities are not accepted. Benefits Benefits payable to a participant as a result of death, disability or retirement will constitute the participant's vested account balance. If employment is terminated prior to death, disability or retirement, the participant will receive a distribution of the vested portion of their account balance and the non-vested portion will be forfeited. Hardship withdrawals are available for certain qualified expenses. 3. Party-In-Interest Transactions All of the common stock investments as of December 31, 2004 and 2003 are shares of Scottish Re Group Limited common stock. These transactions represent investments in the ultimate parent of the Company, and, therefore, qualify as party-in-interest transactions. The net assets available for benefits in Scottish Re Group Limited common stock were $430,924 and $525,963 as of December 31, 2004 and 2003 respectively. 4. Tax Status The Plan received an Internal Revenue Service opinion letter dated November 5, 2003 which indicates that the Plan as designed as the date of the letter is in compliance with applicable requirements of the Internal Revenue Code (the "IRC"). The Plan Administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6 SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (UNAUDITED) YEARS ENDED DECEMBER 31, 2004 and 2003 5. Plan Termination Although the Company has not expressed any intent to do so, the Company reserves the right to change, amend or discontinue the Plan at any time, subject to the provisions of ERISA. In the event of discontinuance of the Plan, participants will become 100% vested in their accounts. 6. Investments Fair values of investments held as of December 31, 2004 and 2003 are summarized in the following tables. Investments that represent 5% or more of the Plan's net assets and investments with companies who are known to be a party-in-interest to the Plan are separately identified. 2004 2003 -------------------------------- Mutual Funds AIM Aggressive Growth Fund Class A -- $246,975** AIM Constellation Fund Income Class A -- 288,898** Alliance Bernstein Global Strategic Income Fund $138,677** 154,906** American Funds Growth Fund of America Class F 412,817** -- Columbia Acorn Fund Class A 401,206** 241,156** Davis New York Venture Fund Class A 580,765** 397,829** Fidelity Advisor Mid Cap Fund Class A 403,423** -- Ft Templeton Foreign A 406,913** 208,646** Janus Advisor Flexible Income Fund 326,787** 295,587** Janus Advisor Balanced Fund 591,030** 418,770** SSGA S&P 500 Index Fund 343,027** 192,147** -------------------------------- Total Mutual Funds 2,444,914 3,604,645 Scottish Re Group Limited Common Stock* 430,924** 525,963** Money Market Portfolio 599,056** 470,625** Participant Loans Receivable 46,980 22,491 -------------------------------- Total Investments $4,681,605 $3,463,993 ================================ * Party-in-interest to the Plan. ** Represents in excess of 5% of Plan's net assets. 7 SUPPLEMENTAL SCHEDULE 8 SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) DECEMBER 31, 2004 Identity of Issue/ Description Shares/ Fair Market Units Value - -------------------------------------------------------------------------------- MUTUAL FUNDS Alliance Bernstein Global Strategic Income Fund 15,723 $138,677 American Funds Growth Fund of America Class F 5,155 412,817 Columbia Acorn Fund Class A 15,473 401,206 Davis New York Venture Fund Class A 18,924 580,765 Fidelity Advisor Mid Cap Fund Class A 16,098 403,423 Ft Templeton Foreign A 33,083 406,913 Janus Advisor Flexible Income Fund 26,590 326,787 Janus Advisor Balanced Fund 23,482 591,030 SSGA S&P 500 Index Fund 17,177 343,027 -------------- TOTAL MUTUAL FUNDS 3,604,645 Scottish Re Group Limited Common Stock* 16,638 430,924 Money Market Portfolio n /a 599,056 Participant Loans Receivable (interest rates range from 5% to 6%) n /a 46,980 -------------- TOTAL INVESTMENTS $ 4,681,605 ============== * Party-in-interest to the Plan. 9 Signatures The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. SCOTTISH HOLDINGS, INC. 401(K) AND PROFIT SHARING PLAN Date July 18, 2005 /s/ Elizabeth Murphy ------------------------- --------------------------------------------- Name: Elizabeth Murphy Title: Trustee 10 -----END PRIVACY-ENHANCED MESSAGE-----