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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12, 1998
REGISTRATION NO. 333-51777
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact name of Registrant as specified in its charter)
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<S> <C>
MISSOURI 43-1627032
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
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660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141-8557, (314) 453-7300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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JACK B. LAY
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
REINSURANCE GROUP OF AMERICA, INCORPORATED
660 Mason Ridge Center Drive
St. Louis, Missouri 63141-8557
(314) 453-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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THOMAS C. ERB, ESQ. JAMES L. NOUSS, JR., ESQ.
TOM W. ZOOK, ESQ. R. RANDALL WANG, ESQ.
LEWIS, RICE & FINGERSH, L.C. BRYAN CAVE LLP
500 N. Broadway, Suite 2000 211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2147 St. Louis, Missouri 63102-2750
(314) 444-7600 (314) 259-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plan, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Non-Voting Common Stock, par value
$0.01 per share................. 6,095,000(1)(2) $54.6875(1) $333,320,312.50(1)(2) $98,329.50(1)
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Preferred Stock Purchase Rights... (1)(3) (1)(3) (3) (3)
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(a). Filing fee previously submitted.
(2) Includes 795,000 shares subject to the Underwriters' over-allotment option.
(3) 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.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following (except SEC, NASD and New York Stock Exchange fees) are
estimates of the other expenses of issuance and distribution:
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SEC Registration Fee........................................ $ 98,329.50
NASD Filing Fee............................................. 30,500.00
New York Stock Exchange, Inc. Listing Fee................... 56,463.00
Blue Sky Qualification Fees and Expenses.................... 15,000.00
Accounting Fees and Expenses................................ 100,000.00
Legal Fees and Expenses..................................... 125,000.00
Printing and Engraving Expenses............................. 125,000.00
Transfer and Registrar Fees................................. 1,500.00
Miscellaneous............................................... 148,207.50
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Total............................................. $700,000.00
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ITEM 15. 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 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 contact 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 attorneys' 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 attorneys' 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 stockholders 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 RGA filed as Exhibit 3.1 to this
Registration Statement contain provisions indemnifying its directors, officers,
employees and agents to the extent authorized specifically by Sections
351.355(1), (2) (3) and (7). RGA has entered into indemnification contracts with
the officers and directors of RGA. The contracts provide that RGA 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
attorneys' fees), judgments, fines and settlement amounts, paid or incurred in
any action or proceeding, including any act on behalf of RGA, on account of
their service as a director or officer of RGA, any subsidiary of RGA or any
other company or enterprise when they are serving in such capacities at the
request of RGA, excepting only cases
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where the conduct of such person is adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct.
Directors or officers of RGA who are directors or officers of 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 RGA. Such
individuals may also be covered by General American's directors' and officers'
liability insurance policy.
The form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement provides for the mutual indemnification of RGA and any
Underwriters, their respective controlling persons, directors and certain of
their officers, against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
General American maintains a policy of insurance under which the directors
and officers of RGA 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 16. EXHIBITS.
See Index to Exhibits.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, (the "Securities Act") may be permitted to directors,
officers and controlling persons of the Company pursuant to the provisions
described under "Item 15 -- Indemnification of Directors and Officers" above, or
otherwise, the Company has been advised that in the opinion of the Commission
such indemnification against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
has been sealed 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 Securities Act and will be governed by the final
adjudication of such issue.
The Company hereby undertakes: (1) That for purposes of determining any
liability under the Securities Act, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Company pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this Registration Statement as of the time it was declared effective; (2)
That for the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus 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) That for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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; and (4) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report, to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
Amendment No. 2 to 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 May 12, 1998.
REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ JACK B. LAY
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Jack B. Lay
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
Amendment No. 2 to this Registration Statement has been signed on May 12, 1998,
by the following persons in the capacities indicated.
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NAME TITLE/POSITION
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* Chairman of the Board of Directors
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Richard A. Liddy
* President, Chief Executive Officer and
- ------------------------------------------ Director (principal executive officer)
A. Greig Woodring
/s/ JACK B. LAY Executive Vice President, Chief Financial
- ------------------------------------------ Officer and Director (principal financial
Jack B. Lay and accounting officer)
* Director
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J. Cliff Eason
* Director
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Bernard A. Edison
* Director
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Stuart Greenbaum
* Director
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William A. Peck
* Director
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Leonard M. Rubenstein
* Director
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William P. Stiritz
* Director
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H. Edwin Trusheim
*By /s/ JACK B. LAY
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Attorney-in-fact
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INDEX TO EXHIBITS
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NUMBER EXHIBIT
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1.1 Form of Underwriting Agreement.*
3.1 Restated Articles of Incorporation of Reinsurance Group of
America, Incorporated, incorporated herein by reference to
Registration Statement on Form S-1 (No. 33-58960) filed on
March 2, 1993.
3.2 Bylaws of Reinsurance Group of America, Incorporated,
incorporated herein by reference to Registration Statement
on Form S-1 (No. 33-58960) filed on March 2, 1993.
3.3 Form of Amendment to Restated Articles of Incorporation of
Reinsurance Group of America, Incorporated.*
4.1 Form of Specimen Certificate for Non-Voting Common for
Reinsurance Group of America, Incorporated.*
4.2 Rights Agreement, as amended, dated as of May 4, 1993,
between Reinsurance Group of America, Incorporated and
Boatmen's Trust Company, as Rights Agent, incorporated
herein 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.
4.3 Second Amendment to Rights Agreement, dated as of April 22,
1998, between Reinsurance Group of America, Incorporated and
Chase Mellon Shareholder Services, L.L.C. (as successor to
Boatmen's Trust Company), as Rights Agent.*
5.1 Opinion of Lewis, Rice & Fingersh, L.C.*
23.1 Consent of Lewis, Rice & Fingersh, L.C. (included as part of
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.*
24.1 Power of Attorney.*
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* Previously filed.
