UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 24, 2003
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 1-11848 43-1627032
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (636) 736-7000
ITEM 5. OTHER EVENTS
Registration Rights Agreement
On November 24, 2003, Reinsurance Group of America, Incorporated ("RGA"),
MetLife, Inc. ("MetLife"), Metropolitan Life Insurance Company, General American
Life Insurance Company and Equity Intermediary Company entered into a
registration rights agreement, which supersedes existing agreements with General
American Life Insurance Company and Equity Intermediary Company. Under the terms
of this agreement, until such time as MetLife and its affiliates (other than
directors and officers of MetLife and its affiliates and certain fiduciary
accounts) and their permitted transferees no longer own in excess of 5% of RGA's
outstanding shares of common stock, if RGA proposes to register any of its
securities under the Securities Act of 1933, as amended (the "Securities Act"),
for its own account or the account of any of its shareholders, then MetLife and
its affiliates (other than directors and officers of MetLife and its affiliates
and certain fiduciary accounts), or their respective transferees, are entitled,
subject to certain limitations and conditions, to notice of such registration
and are entitled, subject to certain conditions and limitations, to include
registrable shares therein, including shares currently owned by them and shares
acquired by them in the future. The underwriters of any such offering have the
right to limit the number of shares to be included in such registration and, to
the extent that it does not exercise its "piggyback" rights in connection with a
future public offering of RGA's common stock, or of securities convertible into
or exchangeable or exercisable for such common stock, MetLife has agreed to
enter into customary lock-up agreements for a period from the two days prior to
and 180 days following the effective date of such registration, upon the
reasonable request of the managing underwriters of such offering and subject to
certain exceptions.
In addition, until such time as MetLife, its affiliates (other than
directors and officers of MetLife and its affiliates) and its permitted
transferees no longer own 10% of RGA's common stock and can sell all of their
shares pursuant to an available exemption from registration, RGA may be
required, at its expense, to prepare and file a registration statement under the
Securities Act if it is requested to do so by MetLife within 30 days of such
request. RGA is required to use its reasonable best efforts to cause such
registration to become effective and to keep such registration statement
effective until the shares included in such registration have been sold, subject
to certain conditions and limitations. RGA may suspend a registration for up to
30 days once, or may request that MetLife similarly suspend its sales under an
effective shelf registration up to two times in any two-year period, under
certain conditions. RGA has agreed not to sell any shares of its common stock,
or any securities convertible into or exchangeable or exercisable for its common
stock, from the two days prior to and 180 days following the effective date of
any such underwritten demand registration, subject to the discretion of the
managing underwriter of such future offering. RGA is not obligated to effect
more than six such demand registrations.
The foregoing summary is subject to and is qualified by reference to the
provisions of the registration rights agreement, which is included as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Public Offering of Common Stock
On December 2, 2003, RGA issued a press release announcing that the
underwriters in its recent public offering had exercised their option to
purchase an additional 1,575,000 shares of its common stock. A copy of this
press release is furnished with this report as Exhibit 99.1 and incorporated by
reference herein.
Allianz Transaction
Effective November 17, 2003, the Federal Trade Commission granted early
termination of the antitrust waiting period under the Hart-Scott-Rodino Act for
RGA's proposed acquisition through reinsurance of the traditional life insurance
business of Allianz Life Insurance Company of North America, a subsidiary of
Allianz Aktiengesellschaft. The acquisition remains subject to various other
customary closing conditions. RGA expects the acquisitions to close within the
next several days
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Exhibit
10.1 Registration Rights Agreement, dated as of November
24, 2003, by and among MetLife, Inc., Metropolitan
Life Insurance Company, General American Life
Insurance Company, Equity Intermediary Company and
Reinsurance Group of America, Incorporated.
99.1 Press release of Reinsurance Group of America,
Incorporated dated December 2, 2003 announcing the
exercise of the underwriters' option to purchase
additional shares.
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.
REINSURANCE GROUP OF AMERICA,
INCORPORATED
Date: December 3, 2003 By: /s/ Jack B. Lay
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Jack B. Lay
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
EXHIBIT
NO. EXHIBIT
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10.1 Registration Rights Agreement, dated as of November 24, 2003,
by and among MetLife, Inc., Metropolitan Life Insurance
Company, General American Life Insurance Company, Equity
Intermediary Company and Reinsurance Group of America,
Incorporated.
99.1 Press release of Reinsurance Group of America, Incorporated
dated December 2, 2003 announcing the exercise of the
underwriters' option to purchase additional shares.