-----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, Me8IWycZwLS6gG2O6cxcZkmlGwIAgot79i3ru6MmIjN8pqFu+zatpGVcW4d/0lA4 ZPg6UKnTD9SAX6HUFNIRhg== 0000898080-07-000057.txt : 20070302 0000898080-07-000057.hdr.sgml : 20070302 20070302172222 ACCESSION NUMBER: 0000898080-07-000057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070302 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070302 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: 07668846 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 form8-k.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): March 2, 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. On March 2, 2007, Scottish Re Group Limited (the "Company") announced that its shareholders had approved a set of proposals relating to the investment in the Company by MassMutual Capital Partners LLC and an affiliate of Cerberus Capital Management, L.P. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release, dated March 2, 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/ Paul Goldean ------------------------------------- Paul Goldean President and Chief Executive Officer Dated: March 2, 2007 3 INDEX TO EXHIBITS Number Description - ------ ----------- 99.1 Press Release, dated March 2, 2007. 4 EX-99 2 ex-99.txt PRESS RELEASE Scottish Re Group Limited Announces Shareholder Approval of MassMutual Capital and Cerberus Transaction HAMILTON, Bermuda, March 2 /PRNewswire-FirstCall/ -- Scottish Re Group Limited (NYSE: SCT), a global life reinsurance specialist, announced today that the company's shareholders approved a set of proposals relating to the investment by MassMutual Capital Partners LLC and an affiliate of Cerberus Capital Management, L.P. at an Extraordinary General Meeting of Shareholders that was held today in Hamilton, Bermuda. The approval of the proposals by the shareholders represents an important step in the closing of the transaction, which after receiving regulatory approval, will result in MassMutual Capital and Cerberus each investing $300 million into the company for a total equity investment of $600 million. Upon close of the transaction, MassMutual Capital and Cerberus will have a controlling voting equity interest in the company. "We are very pleased that our shareholders have approved the transaction and, on behalf of the board of directors, we thank them for their support during this difficult period," said Paul Goldean, Scottish Re's Chief Executive Officer. "We look forward to expeditiously closing the transaction and working with MassMutual Capital and Cerberus to achieve our financial goals and deliver long-term value to our shareholders." Pending certain regulatory approvals, the transaction is expected to close in early second quarter of this year. About Scottish Re Scottish Re Group Limited is a global life reinsurance specialist. Scottish Re has operating businesses in Bermuda, Grand Cayman, Guernsey, Ireland, Singapore, the United Kingdom and the United States. Its flagship operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (U.S.), Inc., and Scottish Re Limited. Additional information about Scottish Re Group Limited can be obtained from its Web site, www.scottishre.com. Media Inquiries Sarah Lubman / Catherine JonesBrunswick Group 212-333-3810 Forward-Looking Statement Certain statements included herein are "forward-looking statements" within the meaning of the federal securities laws. The management of Scottish Re Group Limited (the "Company") cautions that forward-looking statements are not guarantees and 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; uncertainties about our ability to raise equity capital or other sources of liquidity; 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. SOURCE Scottish Re Group Limited - --------------- Contact: Sarah Lubman or Catherine Jones, Brunswick Group, +1-212-333-3810 -----END PRIVACY-ENHANCED MESSAGE-----