-----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, GqJ5qMQRkKJbUN9lU8bWs8WLr0weiXLG9Ya39hTeXcYkhzJfQlqRx4ZbQUhWfUQu ulIB1v3qgEa/BJ8filH5qA== 0000898080-07-000293.txt : 20070928 0000898080-07-000293.hdr.sgml : 20070928 20070928172618 ACCESSION NUMBER: 0000898080-07-000293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070926 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 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: 071143648 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): September 26, 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, Second 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Scottish Re Group Limited (the "Company") announced on September 26, 2007 that it had named Terry Eleftheriou, 48, Executive Vice President and Chief Financial Officer, effective as of November 12, 2007. Duncan Hayward, who has been serving as the Company's Chief Accounting Officer since July 6, 2007, will step down as of November 12, 2007 and will continue in his role as Chief Financial Officer of the Company's International Segment. From November 2003 until June 2006, Mr. Eleftheriou was a group finance executive with XL Capital ("XL") where he was responsible for leading a number of strategic global initiatives to transform and integrate finance operations and enhance business processes and related controls. During that time, he was also a member of XL's Global Finance Executive Council and Executive Management Group and worked closely with XL's executive management team and Board of Directors. Prior to joining XL, Mr. Eleftheriou was the CFO of Sage Insurance Group International and, prior to that, was the finance leader for the retirement services segment of American General Financial Group. Prior to holding these positions, Mr. Eleftheriou occupied a variety of leadership roles with Ernst & Young spanning a 15 year career during which he specialized in providing assurance and advisory services to insurance and financial services companies in North America, Europe, and Asia. Mr. Eleftheriou is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Connecticut Society of Certified Public Accountants. He holds a Bachelor of Science in Economics from the City University in London, England. Additional information regarding Mr. Eleftheriou's appointment is set forth in the press release which is filed as Exhibit 99.1 hereto. Mr. Eleftheriou's employment agreement (the "Employment Agreement") is for a two-year term from October 1, 2007 and is automatically renewable for successive one-year terms, subject to earlier termination with at least 60 days prior written notice to the other party. Pursuant to the Employment Agreement, Mr. Eleftheriou will receive a minimum annual base salary of $500,000, a $100,000 signing bonus and a $150,000 bonus for the 2007 calendar year. In addition, Mr. Eleftheriou will receive a grant of stock options to purchase 800,000 ordinary shares of the Company pursuant to the terms of the 2007 Scottish Re Group Limited Stock Option Plan. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release issued by Scottish Re Group Limited on September 26, 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 Chief Administrative Officer Dated: September 28, 2007 3 INDEX TO EXHIBITS Number Description - ------ ----------- 99.1 Press Release issued by Scottish Re Group Limited on September 26, 2007. 4 EX-99 2 ex99-1.txt PRESS RELEASE Scottish Re Announces Terry Eleftheriou as Chief Financial Officer Company Release - 09/26/2007 17:10 HAMILTON, Bermuda--(BUSINESS WIRE)-- Scottish Re Group Limited (NYSE:SCT), a global life reinsurance specialist, today announced the appointment of Terry Eleftheriou as Executive Vice President and Chief Financial Officer, effective November 12th. Terry will be based at the company's Hamilton, Bermuda headquarters and will join the Company on October 1st. He will serve in a transition role until he assumes the CFO position on November 12th. Terry Eleftheriou, 48, was most recently a group finance executive with XL Capital where he was responsible for leading a number of strategic global initiatives to transform and integrate finance operations and enhance business processes and related controls. He was also a member of XL's global Finance Executive Council and Executive Management Group and worked closely with XL's executive management team and Board of Directors. Prior to joining XL Capital in November 2003, Terry was the CFO of Sage Insurance Group International and previously was the finance leader for the retirement services segment of American General Financial Group. He also occupied a variety of leadership roles spanning a 15 year career with Ernst & Young where he specialized in providing assurance and advisory services to insurance and financial services companies in North America, Europe, and Asia. Terry Eleftheriou is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Connecticut Society of Certified Public Accountants. He holds a Bachelor of Science in Economics from the City University in London, England. As Scottish Re's Chief Financial Officer, Terry will lead the company's global finance function and will be responsible for its financial operations, including accounting and reporting, financial planning and analysis, taxation, audit, and investor and rating agency relations. In welcoming Terry Eleftheriou to Scottish Re, George Zippel, President and Chief Executive Officer, noted, "Terry is a proven insurance financial executive who has led and managed change in dynamic environments across the globe. He will be a strong business partner for me and the senior leadership team of Scottish Re. I'm confident Terry will have an immediate and positive impact as we work to improve our financial, operating and risk management disciplines and drive profitable growth." Terry Eleftheriou commented, "I'm excited to be joining Scottish Re at this juncture in its development and look forward to working with George Zippel and the rest of the team in re-establishing the Company as a leader in the global life reinsurance industry. We will build on the existing capabilities of the Company to deliver against the needs and expectations of our various stakeholders in order to grow shareholder value." 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 the Company can be obtained at www.scottishre.com Source: Scottish Re Group Limited Contact: Scottish Re Group Limited Media Contact: Rayissa Palmer, 704-752-3422 or Investor Contact: George Zippel, 441-298-4397 http://www1.snl.com/irweblinkx/file.aspx?IID=4021224&FID=4932014&printable=1 -----END PRIVACY-ENHANCED MESSAGE-----