-----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, DYr1Uk4j+aopp10VtIUC0Ed6CiP2QHtcOOjowODem78Swg11LGdPDm90z2teNJ6g pBvQ2/O58IZ5qLk0FbrpFA== 0000898080-07-000014.txt : 20070126 0000898080-07-000014.hdr.sgml : 20070126 20070126171722 ACCESSION NUMBER: 0000898080-07-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070125 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070126 DATE AS OF CHANGE: 20070126 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16855 FILM NUMBER: 07557583 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 8-K 1 form8k.txt 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): January 25, 2007 -------------- 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)) - -------------------------------------------------------------------------------- Item 8.01. Other Events. Pursuant to the terms of a purchase contract agreement entered into by Scottish Re Group Limited (the "Company") in connection with the issuance of its 5.875% Hybrid Capital Units (the "HyCUs"), and in anticipation of the upcoming settlement date for purchase contracts on February 15, 2007, the Company sent a notice to the holders of the HyCUs. A copy of the notice is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Notice to holders of the Company's HyCUs, dated January 25, 2007. 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/ Nate Gemmiti --------------------------------- Nate Gemmiti General Counsel Dated: January 26, 2007 3 INDEX TO EXHIBITS Number Description - ------ ------------ 99.1 Notice to holders of the Company's HyCUs, dated January 25, 2007. 4 EX-99 2 ex99.txt PRESS RELEASE NOTICE OF FAILED REMARKETING TO: CEDE & CO. CUSIP: G73537105 Re: 5.875% Hybrid Capital Units of Scottish Re Group Limited (the "Company") Reference is made to the Purchase Contract Agreement, dated as of December 17, 2003, by and among the Company, The Bank of New York (successor to JPMorgan Chase Bank, N.A., formerly known as JPMorgan Chase Bank), as purchase contract agent and collateral agent (the "Purchase Contract Agreement"). Unless otherwise defined herein, terms defined in the Purchase Contract Agreement are used herein as defined therein. The Company has determined that it is, and expects to continue to be, unable to satisfy certain conditions precedent to the Remarketing that are contained in the Remarketing Agreement. As a result, pursuant to Section 5.02 of the Purchase Contract Agreement, a Failed Remarketing will occur and the Convertible Preferred Shares will not be remarketed. Hybrid Capital Unit Holders should note the following dates: - -------------------- ----------------------------------------------------------- February 6, 2007 o Last day to create Treasury Units from Hybrid Capital Units and recreate Hybrid Capital Units from Treasury Units - -------------------- ----------------------------------------------------------- February 12, 2007 o Company will issue a press release regarding the Failed Remarketing - -------------------- ----------------------------------------------------------- February 13, 2007 o Last day for Hybrid Capital Unit Holders upon a Failed Remarketing to give notice of desire to settle the Purchase Contract in cash - -------------------- ----------------------------------------------------------- February 14, 2007 o Last day for Hybrid Capital Units Holders upon a Failed Remarketing to deliver cash payment to the Collateral Agent for settlement of the Purchase Contract in cash - -------------------- ----------------------------------------------------------- February 15, 2007 o Settlement of Remarketing of Convertible Prefered Shares o Purchase Contract Settlement Date - -------------------- ----------------------------------------------------------- May 18, 2007 o Last day for Holders of Convertible Preferred Shares to give notice of conversion - -------------------- ----------------------------------------------------------- May 21, 2007 o Mandatory Redemption Date of Convertible Preferred Shares - -------------------- ----------------------------------------------------------- In the case of Hybrid Capital Unit Holders who elect not to settle in cash, the Company will, in accordance with applicable law and as contemplated by the Purchase Contract Agreement, exercise its rights as secured party to foreclose on its security interest in the Convertible Preferred Shares in satisfaction of such holder's obligation to purchase Ordinary Shares under the Purchase Contract Agreement, and will deliver to such holders Ordinary Shares pursuant to the Purchase Contract Agreement. Date: January 25, 2007 THE BANK OF NEW YORK, as the Purchase Contract Agent /s/ Marcella Burgess -------------------------------- Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----