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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):
August 10, 1999
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact name of registrant as specified in its charter)
Missouri
(State or other jurisdiction of incorporation)
1-11848 43-1627032
(Commission File Number) (I.R S. Employer Identification No.)
1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017-6039
(Address of principal executive offices) (zip code)
(636) 736-7000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
660 Mason Ridge Center Drive, Suite 300
St. Louis, Missouri 63141
(314) 453-7300
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Item 3(a) of Form 8-K requires a registrant to disclose, among other
things, any proceeding under state law in which a governmental agency has
assumed jurisdiction over the business of the registrant's parent by leaving the
existing directors and officers in possession but subject to the supervision and
orders of the governmental agency. On August 10, 1999, General American Life
Insurance Company ("General American") became subject to an order of
administrative supervision from the Missouri Department of Insurance (the
"Department"). As of August 10, 1999, General American beneficially owns
approximately 64% of the outstanding voting shares and approximately 53% of all
shares outstanding of Reinsurance Group of America, Incorporated (the
"Company"). General American is a wholly owned subsidiary of GenAmerica
Corporation, which is a wholly owned subsidiary of General American Mutual
Holding Company.
Administrative supervision is the lowest level of oversight under
Missouri insurance law, and, among other things, requires General American to
seek approval of the Department for major decisions or actions that are outside
the ordinary course of business. The Director of the Division of Financial
Regulation of the Missouri Department of Insurance has been named Administrative
Supervisor of General American.
The Company has been informed that the order of administrative
supervision is confidential, and is filing this report on the assumption that
disclosure may be required under Item 3(a) of Form 8-K. The Company does not
have sufficient information to express an opinion as to whether the Department
has assumed jurisdiction over the business of General American.
ITEM 5. OTHER EVENTS.
On August 13, 1999, the Company adopted a Third Amendment to the Rights
Agreement dated as of May 4, 1993 between the Company and ChaseMellon
Shareholder Services, L.L.C. (as successor to Boatmen's Trust Company), as
Rights Agent (as amended, the "Rights Agreement"). The Third Amendment was
adopted to exclude from the definition of an "Acquiring Person" (as defined in
the Rights Agreement) any governmental authority, agency or official who is
deemed, by virtue of a court order or exercise of insurance regulatory authority
granted by applicable statute or regulation, to be the beneficial owner of the
voting shares held by General American prior to the effectiveness of such court
order or the exercise of such authority. A copy of the Third Amendment is
attached hereto as Exhibit 4.4 and incorporated herein by reference.
ITEM 7. EXHIBITS.
(c) The following exhibits are filed as part of this report on
Form 8-K.
Exhibit 4.4 Form of Third Amendment to Rights Agreement, dated as of
August 13, 1999, between the Company and ChaseMellon Shareholder Services,
L.L.C. (as successor to Boatmen's Trust Company), as Rights Agent.
Exhibit 99.1 Press Release issued by the Company and dated August 10,
1999, relating to the announcement by General American Life Insurance Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 25, 1999 REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ Jack B. Lay
Name: Jack B. Lay
Title: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
4.4 Form of Third Amendment to Rights Agreement, dated as of
August 13, 1999, between the Company and ChaseMellon Shareholder
Services, L.L.C. (as successor to Boatmen's Trust Company), as
Rights Agent.
99.1 Press Release issued by the Company dated August 10, 1999 relating
to the announcement by General American Life Insurance Company.
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Exhibit 4.4
THIRD AMENDMENT TO RIGHTS AGREEMENT
This THIRD AMENDMENT (this "Amendment"), dated effective as of August
13, 1999, to the Rights Agreement, dated as of May 4, 1993, as amended by that
certain amendment dated as of July 26, 1995 and by that Second Amendment to
Rights Agreement dated as of April 22, 1998 (the "Rights Agreement"), between
REINSURANCE GROUP OF AMERICA, INCORPORATED, a Missouri corporation (the
"Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (formerly known as
Boatmen's Trust Company), as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, Section 1(a) of the Rights Agreement provides that General
American Life Insurance Company, including its subsidiaries and affiliates, is
excluded from the definition of "Acquiring Person" for purposes of the Rights
Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may from time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof; and
WHEREAS, all acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set forth
herein, the parties hereto agree as follows:
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1. Section 1(a) of the Rights Agreement is hereby modified and amended
as follows: by deleting clause (i) thereof in its entirety and replacing it with
the following:
(i) General American Life Insurance Company, including its
Subsidiaries and Affiliates ("General American"); any governmental
authority, agency or official who is deemed, by virtue of a court order
or exercise of insurance regulatory authority granted by applicable
statute or regulation, to be the Beneficial Owner of securities
representing Voting Power held by General American prior to the
effectiveness of such court order or the exercise of such authority; or
the Company, any Subsidiary of the Company, any employee benefit plan
or compensation arrangement of the Company or any Subsidiary of the
Company, or any entity holding securities of the Company to the extent
organized, appointed or established by the Company or any Subsidiary of
the Company for or pursuant to the terms of any such employee benefit
plan or compensation arrangement
2. This Amendment shall be governed by and construed in accordance with
the laws of the State of Missouri and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to
be made and performed entirely within such State.
3. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument. Terms not defined herein shall, unless the context
otherwise requires, have the meanings assigned to such terms in the Rights
Agreement.
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4. In all respects not inconsistent with the terms and provisions of
this Amendment, the Rights Agreement is hereby ratified, adopted, approved and
confirmed. In executing and delivering this Amendment, the Rights Agent shall be
entitled to all the privileges and immunities afforded to the Rights Agent under
the terms and conditions of the Rights Agreement.
5. If any term, provision, covenant or restriction of this Amendment is
held by a court of competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment, and of the Rights Agreement, shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By:
----------------------------------------
Attest:
-------------------------------------
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By:
-----------------------------------------
Attest:
-------------------------------------
RGA Rights Am A
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EXHIBIT 99.1
REINSURANCE
RGA GROUP OF AMERICA, 660 Mason Ridge Ctr. Dr.
INCORPORATED St. Louis, Missouri
63141-8557
Tel: 314-453-7300
NEWS
For further information, contact
Jack B. Lay
Executive Vice President and
Chief Financial Officer
(636) 736-7439
FOR IMMEDIATE RELEASE
RGA COMMENTS ON ANNOUNCEMENT
BY GENERAL AMERICAN LIFE
St. Louis, Missouri, August 10, 1999--Reinsurance Group of America,
Incorporated (NYSE: RGA, RGA.A) said that its majority owner, General American
Life Insurance Company, announced today that it has advised the Missouri
Department of Insurance of its inability to meet substantial demands for
surrenders of its funding agreement business without jeopardizing interests of
its other policyholders. The unexpected volume of withdrawal requests created
severe pressure on General American's liquidity position and its ability to
convert assets within the tight timeframe required. General American is seeking
additional time to respond to the requests of the institutional clients, making
certain all obligations are honored. General American has also announced it is
in discussions with several potential strategic partners and continues to pursue
these discussions and other options. RGA Reinsurance Company, the primary
operating subsidiary of Reinsurance Group of America, Incorporated, continues to
be able to meet its obligations and has not advised the Department of any
similar difficulties.
The withdrawal activity stems from recent developments associated with
the ratings of General American and ARM Financial Group, Inc., a financial
services company which marketed a highly specialized portfolio of funding
agreements to institutional investors. The entire General American family of
companies has recently been subject to downgrade by Moody's Investors Services.
When General American's financial strength rating was reduced from A2 to A3 in
late July, a significant number of investors reacted by recalling their funds
over a short period of time, creating the liquidity pressures. Moody's further
lowered General American's rating to Ba1 yesterday.
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Add One
RGA Reinsurance has had the same financial strength rating from Moody's
Investors Services as that of its parent, and was also subject to downgrade by
Moody's to a Ba1 rating. RGA Reinsurance serves as a reinsurer to General
American on a portion of its funding agreement business. RGA Reinsurance and
Reinsurance Group of America, Incorporated expect to be able to meet all
reinsurance and debt obligations.
RGA Reinsurance currently has approximately $1.6 billion of funding
agreements reinsured from General American. The company has assets at a level
sufficient to back those funding agreements, including approximately $500
million of liquid funds raised through investment sales. It has incurred pre-tax
losses of approximately $7 million since June 30 in connection with asset sales
to create that liquidity position. The company continues to manage the most
effective alternatives to meet obligations under the reinsurance relationship
with General American as those obligations become due. RGA Reinsurance is not
obligated to forward funds to General American under the reinsurance
arrangements until such time General American is allowed to pay the related
contract holders. The alternatives for meeting the payments could include
additional investment sales over time. The extent of any additional losses on
the disposal of investments would be dependent upon market conditions at the
time of sale.
The funding agreement business contributed pre-tax earnings of
approximately $4 million for Reinsurance Group of America, Incorporated during
1998, and approximately pre-tax $3 million through June 30. All reinsurance
arrangements with General American represented approximately 5% of Reinsurance
Group of America, Incorporated consolidated earnings for the year ended December
31, 1998.
Statements in this press release regarding the business of Reinsurance
Group of America, Incorporated and trading of its securities, possible future
losses, and other statements which are not historical facts are "forward-looking
statements" that involve risks and uncertainties. For a discussion of such risks
and uncertainties, which could cause actual results to differ from those
contained in the forward-looking statements, see "Forward-Looking and Cautionary
Statements" in the Company's Annual Report on Form 10-K for the most recently
ended fiscal year.
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