-----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, PMUJTD0IK0dAHSoWLVULMMXSile6AGKOLe6lFlOFKMM2D7dLbfH040vfuCer9KfX G69MvCx4nURoL3/exfAH5g== 0000898080-08-000049.txt : 20080414 0000898080-08-000049.hdr.sgml : 20080414 20080414165756 ACCESSION NUMBER: 0000898080-08-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080414 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080414 DATE AS OF CHANGE: 20080414 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: 08755102 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): April 14, 2008 ------------ 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 8.01. Other Events. Scottish Re Group Limited (the "Company") has determined that, pursuant to the Certificate of Designations for its Non-Cumulative Perpetual Preferred Shares (the "Perpetual Preferred Shares"), it may be precluded from declaring and paying dividends on the October 15, 2008 dividend payment date. A copy of the notice sent to the holders of the Perpetual Preferred Shares is attached hereto as Exhibit 99.1. The Company is also announcing that, given the Company's current financial condition, its Board of Directors, in its discretion, has not and will not declare a cash dividend on the Non-Cumulative Perpetual Preferred Shares for the April 2008 payment date. The Board of Directors has not yet determined whether the Company will pay a dividend on the Non-Cumulative Perpetual Preferred Shares for the July 2008 payment date; however, based upon prevailing market conditions and the current financial condition of the Company, it currently does not expect to do so. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Notice to holders of Perpetual Preferred Shares, dated April 14, 2008. 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: April 14, 2008 3 INDEX TO EXHIBITS Number Description - ------ ----------- 99.1 Notice to holders of Perpetual Preferred Shares, dated April 14, 2008. 4 EX-99.1 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Potential Mandatory Suspension of Dividends Notice Pursuant to the provisions of Section 4 of the Certificate of Designations for the Non-Cumulative Perpetual Preferred Shares (the "Perpetual Preferred Shares") of Scottish Re Group Limited (the "Company"), the Company hereby notifies holders of the Perpetual Preferred Shares that the Company may not meet certain financial tests required for the Company to pay dividends, as described in more detail below. As a result, the Company may be precluded by the terms of the Perpetual Preferred Shares from declaring and paying dividends on the October 15, 2008 dividend payment date. The Company may be precluded from declaring and paying such dividends unless the Company, through the generation of earnings or issuance of new ordinary shares, increases the Adjusted Shareholders' Equity Amount ("ASEA") by a currently undetermined amount by the second dividend date after the date of this notice. The amount by which the ASEA must be increased to allow the payment of dividends on the October 15, 2008 payment date cannot be determined until the Company finalizes its financial results for the year ended December 31, 2007, which has not occurred as of the date of this notice. In addition, because the Company has not finalized its financial results for the year ended December 31, 2007, it cannot provide the results of its Trailing Four Quarters Consolidated Net Income Amount or its ASEA for the relevant period and dates. As previously disclosed in a Form 12b-25/A filed by the Company with the Securities and Exchange Commission on March 27, 2008, the Company's revenues will decrease for the year ended December 31, 2007 and the Company currently anticipates that its net loss after tax for the year ended December 31, 2007 will be higher than its net loss reported for the year ended December 31, 2006. If these results are realized, the Company will have a Trailing Four Quarters Consolidated Net Income Amount of less than zero and ASEA will have decreased by greater than 10%. As a result, the Company will be precluded from paying dividends on the October 15, 2008 dividend payment date. The Company intends to send a follow-up notice once it has finalized its financial results for the year ended December 31, 2007 and is able to provide the results of its Trailing Four Quarters Consolidated Net Income Amount and its ASEA for the relevant period and dates. Terms not otherwise defined herein shall have the definition given them in the prospectus supplement dated June 28, 2005 regarding the Perpetual Preferred Shares. -----END PRIVACY-ENHANCED MESSAGE-----