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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
REGISTRATION NO. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
REINSURANCE GROUP OF AMERICA, INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
MISSOURI 43-1627032
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141
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(Address of Principal Executive Offices) (Zip Code)
FLEXIBLE STOCK PLAN
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(Full Title of the Plan)
JAMES E. SHERMAN, 700 MARKET STREET, ST. LOUIS, MISSOURI 63101
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(Name and Address of Agent For Service)
(314) 444-0646
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(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
Amount of
to be to be Price Offering
Registration
Registered Registered Per Share<F1> Price<F1>
Fee<F1>
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- -------------------
<S> <C> <C> <C>
<C>
a) Non-Voting Common Stock<F4> 100,000<F2> $53.00 $5,300,000
$1,473.40
b) Preferred Stock Purchase Rights 100,000<F2> <F3> <F3>
<F3>
- ---------------------------------------------------------------------------------------------------------------
- -------------------
<FN>
<F1> Calculated pursuant to Rule 457(h) under the Securities Act of
1933 as amended based on the offering price of the shares of the
Non-Voting Common Stock (symbol "RGAA") which are being offered
pursuant to the Plan. The maximum offering price per unit and
maximum aggregate offering price are calculated solely for the
purpose of determining the registration fee.
<F2> This Registration Statement also covers such additional shares
of Non-Voting Common Stock as may be issuable pursuant to
antidilution provisions.
<F3> Each share of Non-Voting Common Stock issued also represents one
Preferred Stock Purchase Right. Preferred Stock Purchase Rights
cannot trade separately from the underlying Non-Voting Common
Stock and, therefore, do not carry a separate price or
necessitate an additional registration fee.
<F4> As of October 1, 1998, the Plan was authorized to issue a total
of 1,579,398 shares. One hundred thousand (100,000) of the total
number of shares will be the nonvoting shares registered herein,
and the remaining 1,479,398 shares will be voting shares
previously registered by the registrant.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1997
filed by the registrant with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act
of 1934, as amended (the "1934 Act").
(b) Quarterly Report on Form 10-Q for the quarterly periods ended
March 31, 1998 and June 30, 1998, under the 1934 Act.
(c) The description of the registrant's Non-Voting Common Stock
contained in the registrant's Registration Statement on Form
8-A filed with the Commission on May 5, 1998, under the 1934
Act.
(d) The description of the registrant's Preferred Stock Purchase
Rights contained in the registrant's Registration Statement on
Form 8-A filed with the Commission on May 5, 1998, under the
1934 Act.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12(b)
of the 1934 Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities registered hereunder is being
passed upon by James E. Sherman, General Counsel and Secretary of the
registrant who holds options to purchase 1,266 shares of the registrant's
Common Stock (voting). Mr. Sherman is also an employee and Associate
General Counsel of General American Life Insurance Company (the
registrant's parent) and is an officer and/or member of the Board of
Directors of various of the registrant's subsidiaries.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355(1) of the Revised Statutes of Missouri provides
that a corporation may indemnify a director, officer, employee or agent of
the corporation in any action, suit or proceeding other than an action by
or in the right of the corporation, against expenses (including attorney's
fees), judgments, fines and settlement amounts actually and reasonably
incurred by
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him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action,
had no reasonable cause to believe his conduct was unlawful. Section
351.355(2) provides that the corporation may indemnify any such person in
any action or suit by or in the right of the corporation against expenses
(including attorney's fees) and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action
or suit if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, except that
he may not be indemnified in respect of any matter in which he has been
adjudged liable for negligence or misconduct in the performance of his duty
to the corporation, unless authorized by the court. Section 351.355(3)
provides that a corporation may indemnify any such person against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection with the action, suit or proceeding if he has been successful in
defense of such action, suit or proceeding and if such action, suit or
proceeding is one for which the corporation may indemnify him under Section
351.355(1) or (2). Section 351.355(7) provides that a corporation shall
have the power to give any further indemnity to any such person, in
addition to the indemnity otherwise authorized under Section 351.355,
provided such further indemnity is either (i) authorized, directed or
provided for in the articles of incorporation of the corporation or any
duly adopted amendment thereof or (ii) is authorized, directed or provided
for in any by-law or agreement of the corporation which has been adopted by
a vote of the shareholders of the corporation, provided that no such
indemnity shall indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
The Restated Articles of Incorporation of the registrant
contain provisions indemnifying its directors, officers, employees and
agents to the extent authorized specifically by Sections 351.355(1), (2),
(3) and (7). The registrant has entered into indemnification contracts
with its officers and directors. The contracts provide that the registrant
under certain circumstances may self-insure against directors' and
officers' liabilities now insured under the policy of insurance referred to
below and will provide indemnity to the fullest extent permitted by law
against all expenses (including attorney's fees), judgments, fines and
settlement amounts, paid or incurred in any action or proceeding, including
any act on behalf of the registrant, on account of their service as a
director or officer of the registrant, any subsidiary of the registrant or
any other company or enterprise when they are serving in such capacities at
the request of the registrant, excepting only cases where the conduct of
such person is adjudged to be knowingly fraudulent, deliberately dishonest
or willful misconduct.
Directors or officers of the registrant who are directors or
officers of General American Life Insurance Company ("General American")
may also be entitled to indemnification under the provisions of an
agreement with General American providing indemnification to them since
they serve, at General American's request, as directors or officers of the
registrant. Such individuals may also be covered by General American's
directors' and officers' liability insurance policy.
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General American maintains a policy of insurance under which
the directors and officers of the registrant are insured, subject to the
limits of the policy, against certain losses, as defined in the policy,
arising from claims made against such directors and officers by reason of
any wrongful acts, as defined in the policy, in their respective capacities
as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri,
on October 28, 1998.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By: /s/ A. Greig Woodring
-----------------------------
A. Greig Woodring
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/s/ Richard A. Liddy
- ------------------------------ Chairman of the Board and Director October 28, 1998
Richard A. Liddy
/s/ A. Greig Woodring
- ------------------------------ President, Chief Executive Officer and Director October 28, 1998
A. Greig Woodring (Principal Executive Officer)
/s/ J. Cliff Eason
- ------------------------------ Director October 28, 1998
J. Cliff Eason
/s/ Bernard A. Edison
- ------------------------------ Director October 28, 1998
Bernard A. Edison
/s/ Stuart Greenbaum
- ------------------------------ Director October 28, 1998
Stuart Greenbaum
/s/ William A. Peck, M.D.
- ------------------------------ Director October 28, 1998
William A. Peck, M.D.
/s/ Leonard M. Rubenstein
- ------------------------------ Director October 28, 1998
Leonard M. Rubenstein
/s/ William P. Stiritz
- ------------------------------ Director October 28, 1998
William P. Stiritz
/s/ Edwin Trusheim
- ------------------------------ Director October 28, 1998
Edwin Trusheim
/s/ Jack B. Lay
- ------------------------------ Executive Vice President and Chief Financial October 28, 1998
Jack B. Lay Officer (Principal Financial and Accounting Officer)
</TABLE>
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<TABLE>
INDEX TO EXHIBITS
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
4.1 Restated Articles of Incorporation of Reinsurance Group of America,
Incorporated, as amended, incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 (No. 33-58960) filed on March 2, 1993.
4.2 Bylaws of RGA incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-1 (No. 33-58960) filed on March 2, 1993.
4.3 Form of Certificate of Designations for Series A Junior Participating
Preferred Stock incorporated by reference to Exhibit 3.3 to Amendment
No. 1 to Form 10-Q for the quarter ended March 31, 1997 (No. 1-11848)
filed May 21, 1997.
4.4 Specimen Certificate for Non-Voting Common Stock incorporated by reference
to Exhibit 4.1 to Registration Statement on Form S-3 (No. 333-51777) filed
May 4, 1998.
4.5 Rights Agreement dated as of May 4, 1993 between Reinsurance Group of
America, Incorporated and Boatmen's Trust Company, as Rights Agent incorporated
by reference to Amendment No. 1 to Form 10-Q for the quarter ended March 31, 1997
(No. 1-11848) filed on May 21, 1997.
4.6 Second Amendment to Rights Agreement, dated as of April 22, 1998, between
Reinsurance Group of America, Incorporated, and ChaseMellon Shareholder
Services, L.L.C. (as successor to Boatmen's Trust Company), as Rights Agent
incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-3
(No. 333-51777) filed May 4, 1998.
5.1 Opinion of Legal Counsel.
10.22 Reinsurance Group of America, Incorporated Flexible Stock Plan, as amended
and restated effective November 1, 1996, incorporated by reference to Exhibit
10.22 to Form 10-K for the Year Ended December 31, 1996 filed March 24, 1997.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Legal Counsel (included in Exhibit 5.1).
</TABLE>
___________________
Form S-8 Nonvoting Option Shares 10-98.doc
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Exhibit 5.1
October 28, 1998
Board of Directors
Reinsurance Group of America, Incorporated
660 Mason Ridge Center Drive
St. Louis, MO 63141
To the Board of Directors of Reinsurance Group of America, Incorporated:
I am General Counsel and Secretary of Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"). This opinion is
being rendered in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Act"), covering the offering of up to 100,000 shares of
the Company's Non-Voting Common Stock, par value $.01 per share (the
"Shares"), and the same number of associated Preferred Stock Purchase
Rights (the "Rights") pursuant to the Company's Flexible Stock Plan.
My opinion is limited to the laws of the State of Missouri and the
United States and relies as to matters of fact, to the extent I deem
proper, on certificates and statements of responsible officers of the
Company and public officials.
Based on the foregoing and in reliance thereon, I am of the opinion that
the Shares, if sold in accordance with the terms set forth in the
Registration Statement, will be legally issued, fully paid and non-
assessable, and the Rights, if issued in accordance with the terms set
forth in the Registration Statement, will be legally issued, fully paid and
non-assessable (subject to the terms and conditions of the Rights as
applicable to their exercise).
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ James E. Sherman
James E. Sherman
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EXHIBIT 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors
Reinsurance Group of America, Incorporated:
We consent to incorporation by reference in the registration statement on
Form S-8 of Reinsurance Group of America, Incorporated with respect to the
registration of 100,000 shares of Common Stock (nonvoting) of our reports
dated January 29, 1998, relating to the consolidated balance sheets of
Reinsurance Group of America, Incorporated and subsidiaries as of December
31, 1997 and 1996, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the years in the three-
year period ended December 31, 1997, and all related schedules, which
reports appear in the December 31, 1997 annual report on Form 10-K of
Reinsurance Group of America, Incorporated.
/s/ KPMG Peat Marwick
KPMG Peat Marwick LLP
St. Louis, Missouri
October 28, 1998
