--------------------------------------------------------------------------------
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 15, 2005
-----------------
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 7.01. Regulation FD Disclosure.
At its annual Investor Day in New York today, Scottish Re Group Limited
(the "Company") announced that in its upcoming Form 10-K, the Company will be
reporting that management has concluded that a material weakness exists
regarding the internal control over financial reporting as of December 31, 2004.
The material weakness identified relates to the monthly financial statement
closing process in the Company's UK subsidiary. When the Company acquired
World-Wide Reassurance Company Limited on December 31, 2001, the financial
reporting and administration of that business was largely performed manually.
Since the acquisition, the Company has enhanced staffing resources, implemented
modern administrative and general ledger systems and converted the manual
records to these systems. These systems have resulted in improved data and the
Company has implemented internal controls over financial reporting in respect of
these systems. Nevertheless, in Management's opinion, inadequacies remain
regarding the timing and detail of the analysis of results of operations and the
reconciliation of premium receivable balances that existed at the time of the
systems implementation. The Company has recently implemented a number of
additional controls that have not yet been in place long enough to evaluate
their effectiveness. In addition, the Company continues to take a number of
other steps to improve the internal control over financial reporting in its UK
subsidiary, including
o Implementing control improvements that have been recommended by
the Company's internal audit department, as well as remediating
control deficiencies identified by the Company's internal audit
department and its external auditors;
o Hiring a new Chief Financial Officer and Chief Actuary for the UK
subsidiary as of February 1, 2005;
o Hiring a new Head of Administration for the UK subsidiary as of
January 1, 2005;
o Completing a reconciliation of all premium receivable balances in
2005; and
o With the assistance of a major international accounting and
auditing firm, continuing to comprehensively review the UK
subsidiary's finance function
2
and implementing recommended process and control improvements by
September 30, 2005.
In accordance with Regulation FD, the information in this Form 8-K and the
Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as may be expressly set forth by specific reference in such a filing.
3
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
Executive Vice President and General Counsel
Dated: March 15, 2005
4