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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Reinsurance Group Of America, Incorporated
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Dated Filed:
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RGA LOGO
SUPPLEMENTAL NOTICE OF POSTPONED SPECIAL MEETING OF
THE SHAREHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED
St. Louis, Missouri
September 2, 1999
TO THE SHAREHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED
On July 23, 1999, Reinsurance Group of America, Incorporated ("RGA")
mailed a Notice of Special Meeting and Proxy Statement (the "Original Proxy
Statement") to shareholders of record for a Special Meeting of the Shareholders
which was originally scheduled to be held on September 1, 1999. Subsequent to
the date of those proxy materials, certain events have occurred, including the
announcement of the pending sale of GenAmerica Corporation ("GenAmerica"), the
majority shareholder of RGA.
In light of these developments, which are more fully described in the
accompanying Proxy Statement Supplement to the Original Proxy Statement (the
"Proxy Statement Supplement"), and in order to provide you with sufficient time
to review the matters described in the Proxy Statement Supplement, RGA has
postponed the Special Meeting in accordance with Section 351.268 of the Missouri
General and Business Corporation Law. The Special Meeting will now be held at
the Marriott West Hotel, 660 Maryville Centre Drive, St. Louis, Missouri on
September 14, 1999, commencing at 2:00 p.m., Central Daylight Time, at which
meeting only holders of record of RGA's Voting Common Stock and RGA's Non-Voting
Common Stock at the close of business on July 19, 1999 will be entitled to vote.
The purpose of the Special Meeting is to vote on an amendment to the
Restated Articles of Incorporation of RGA in order to reclassify the existing
and separate class of Non-Voting Common Stock into Voting Common Stock by
converting each outstanding share of Non-Voting Common Stock into 0.97 of a
share of Voting Common Stock, as described in the Original Proxy Statement and
the Proxy Statement Supplement.
The accompanying Proxy Statement Supplement includes information
concerning GenAmerica and several recent developments since the mailing to
you of the Original Proxy Statement. The Proxy Statement Supplement modifies or
supersedes certain information in the Original Proxy Statement and should be
read in conjunction with the Original Proxy Statement.
Enclosed is a white proxy card with a blue stripe. The all-white proxy
card which accompanied the Original Proxy Statement will remain valid. If you
returned the all-white proxy card, your votes will be recorded unless you
submit a subsequent proxy changing your vote or you revoke your proxy. If you
have not voted or wish to change your vote, please mark, date and execute the
enclosed blue-striped proxy card and mail it promptly. A postage-paid return
envelope is enclosed for your convenience.
IF YOU HAVE ALREADY SUBMITTED A PROXY CARD, YOU DO NOT NEED TO SUBMIT
THE ACCOMPANYING CARD UNLESS YOU WISH TO CHANGE YOUR VOTE.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By /s/ Richard A. Liddy
------------------------------------
Chairman of the Board
/s/ James E. Sherman
Secretary
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Reinsurance Group of America, Incorporated (SM)
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RGA LOGO
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REINSURANCE GROUP OF AMERICA, INCORPORATED
1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD ST. LOUIS MISSOURI 63017
(FORMERLY 660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141)
PROXY STATEMENT SUPPLEMENT
FOR THE POSTPONED
SPECIAL MEETING OF THE SHAREHOLDERS
TO BE HELD SEPTEMBER 14, 1999
MARRIOTT WEST HOTEL, ST. LOUIS, MISSOURI
This proxy statement supplement ("Proxy Statement Supplement") is
furnished to the holders of common stock, which we refer to in this Proxy
Statement Supplement as Voting Common Stock and Non-Voting Common Stock, of
Reinsurance Group of America, Incorporated ("RGA" or the "Company") in
connection with the solicitation of proxies for use in connection with the
Special Meeting of the Shareholders to be held September 14, 1999, and all
adjournments and postponements thereof, for the purpose set forth in the
accompanying Supplemental Notice of Postponed Special Meeting of the
Shareholders.
This Proxy Statement Supplement includes information concerning
GenAmerica and several recent developments since the mailing to you of the
original proxy statement on July 23, 1999 (the "Original Proxy Statement"). This
Proxy Statement Supplement modifies or supersedes certain information in the
Original Proxy Statement and should be read in conjunction with the Original
Proxy Statement.
Enclosed is a white proxy card with a blue stripe. The all-white proxy
card which accompanied the Original Proxy Statement will remain valid. If you
returned the all-white proxy card, your votes will be recorded unless you
submit a subsequent proxy changing your vote or you revoke your proxy. If you
have not voted or wish to change your vote, please mark, date and execute the
enclosed blue-striped proxy card and mail it promptly. A postage-paid return
envelope is enclosed for your convenience.
IF YOU HAVE ALREADY SUBMITTED A PROXY CARD, YOU DO NOT NEED TO SUBMIT
THE ACCOMPANYING CARD UNLESS YOU WISH TO CHANGE YOUR VOTE.
If you attend the meeting, you may vote by ballot. If you do not attend
the meeting, your shares of Voting Common Stock or Non-Voting Common Stock can
be voted only when represented by a properly executed proxy.
Any person giving any such proxy has the right to revoke it at any time
before it is voted by giving written notice of revocation to the Secretary of
RGA, by duly executing and delivering a proxy bearing a later date, or by
attending the Special Meeting and voting in person.
The Company is first mailing this Proxy Statement Supplement and the
enclosed form of proxy to Shareholders on or about September 2, 1999.
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RECENT DEVELOPMENTS
Set forth below is a description of certain recent developments, which
description should be read in conjunction with the Original Proxy Statement.
Currently, GenAmerica Corporation ("GenAmerica") beneficially owns approximately
63.6% of the Voting Common Stock. Upon approval and consummation of the
recapitalization amendment, GenAmerica will beneficially own approximately 53.5
% of the Voting Common Stock.
ADMINISTRATIVE SUPERVISION OF GENERAL AMERICAN
On August 10, 1999, General American Life Insurance Company ("General
American"), a wholly-owned subsidiary of GenAmerica, announced that it became
subject to an order of administrative supervision from the Missouri Department
of Insurance (the "Department"). This action arose from General American's
inability to meet substantial demands for surrenders of its funding agreement
business without jeopardizing interests of its other policyholders. General
American stated that the unexpected high volume of withdrawal requests from its
funding agreement investors created severe pressure on General American's
liquidity position and its ability to convert assets within the tight time frame
required. General American stated that it was seeking additional time to respond
to the requests of the funding agreement clients, making certain all obligations
are honored. General American also announced it was in discussions with several
potential strategic partners and was continuing to pursue these discussions and
other options. RGA Reinsurance Company, the primary operating subsidiary of the
Company ("RGA Reinsurance"), has been able to meet its obligations and has not
advised the Department of any similar difficulties.
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 funding agreement withdrawal activity stemmed 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 agreement products to institutional investors. In late
July, Moody's Investor Services downgraded General American's financial
strength rating from A2 to A3. The downgrade caused a significant number of
funding agreement investors to recall their funds over a short period of time,
creating the liquidity pressures. Moody's further lowered General American's
rating to Ba1 on August 9, 1999 and B1 on August 12, 1999. Moody's
traditionally has rated RGA Reinsurance with the same financial strength as
General American. Consequently, RGA Reinsurance also was subject to the
downgrade by Moody's to a Ba1 rating on August 9, 1999 and Ba3 on August 12,
1999, which is RGA's current rating. Additionally, Standard & Poor's and A.M.
Best downgraded RGA Reinsurance to BB and B++ as of August 10 and August 11,
respectively, which are RGA's current ratings.
RGA Reinsurance serves as a reinsurer to General American for
approximately $1.2 billion of funding agreement deposits as of August 13, 1999.
The Company has assets at a level sufficient to back those deposits. As of
August 13, 1999, the Company has approximately $130 million of liquid funds
raised through recent investment sales. Through August 13, 1999, the Company had
incurred pre-tax losses of approximately $10 million since June 30, 1999, in
connection with asset sales.
The Company expects to be able to meet all reinsurance and debt
obligations. The Company continues to seek 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 funding agreement reinsurance arrangements until
such time as General American pays the related contract holders. On August 9,
1999, the Company funded approximately $413 million to General American for
settlement of client requests in the ordinary course of business. As of August
13, 1999, General American had not released those funds to its clients. One
alternative for meeting the Company's payment obligations when they become due
includes additional sales of investments over time. The extent of any additional
losses upon the disposal of investments will depend on market conditions at the
time of sale.
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The funding agreement business contributed to the Company's pre-tax
earnings in the amount of approximately $4 million during 1998, and
approximately $3 million through June 30, 1999. These amounts of pre-tax
earnings will not exist in the future for this block of business because
substantially all the business has been surrendered. For the year ended December
31, 1998 and the six months ended June 30, 1999, all reinsurance arrangements
with General American represented approximately 5% of the Company's consolidated
earnings.
The Company has several treaties that provide clients the right to
recapture, generally subject to 90 days written notice, if its ratings fall
below certain thresholds. While the Company's ratings have fallen below these
thresholds as of August 31, 1999, the Company has not been notified of any such
recaptures. See the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999 for additional information regarding the
administrative supervision of General American and possible effects on the
Company. See "Where You Can Find More Information" below.
On August 10, 1999, the Board of Directors of RGA appointed a special
committee of directors (the "Special Committee") consisting of Messrs. Stuart
Greenbaum (chairman), William Peck and Clifford Eason. The Special Committee was
authorized to consider the effect on the operation of the Rights Plan and the
Missouri anti-takeover statutes of any future order of rehabilitation or order
of liquidation with respect to General American sought by the Department, and to
take necessary or appropriate actions with respect thereto.
AMENDMENTS TO RIGHTS PLAN AND RELATED MATTERS; APPROVAL OF METLIFE
The Special Committee and the Board of Directors held several meetings
to consider the effect of the Rights Agreement (as defined below), Missouri
anti-takeover statutes and related matters with respect to any future order of
rehabilitation or order of liquidation affecting General American and its
pending acquisition by Metropolitan Life Insurance Company ("MetLife"). At the
meetings the directors engaged in lengthy discussions and at several of the
meetings, representatives of outside counsel to the Committee, or to the Board
of Directors, as the case may be, and of the financial advisors, in the case of
the Committee, participated. At such meetings, the directors asked questions and
received answers from such representatives.
On August 13, 1999, the Special Committee unanimously approved and RGA
executed 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"). See "Description of Capital Stock - Rights Plan" beginning on page
21 of the Original Proxy Statement. 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 GenAmerica prior to the effectiveness of such court order or the
exercise of such authority. The Special Committee also adopted an amendment to
the Company's Bylaws opting out of the Missouri control share acquisition
statute and approved administrative supervision of General American by the
Department for purposes of the Missouri business combination statute. See
"Description of Capital Stock - Missouri Statutory Provisions" beginning on page
26 of the Original Proxy Statement.
On August 24, 1999, the Special Committee unanimously recommended and
the Board of Directors of RGA unanimously adopted a Fourth Amendment to the
Rights Agreement. The Fourth Amendment was adopted to exclude MetLife and its
affiliates from the definition of an "Acquiring Person" (as defined in the
Rights Agreement).
On August 24, 1999, the Special Committee unanimously recommended and
the Board of Directors of RGA unanimously gave its prior approval to the
acquisition of beneficial ownership by MetLife of all shares of Voting Common
Stock of RGA held by GenAmerica for purposes of meeting the requirements of the
business combination statute contained in the General and Business Corporation
Law of Missouri. See "Description of Capital Stock - Missouri Statutory
Provisions - Business Combination Statute" beginning on page 26 of the Original
Proxy Statement. Such business combination statute, which would have been
triggered by the sale of GenAmerica to MetLife absent such approval, would have
restricted the voting rights of MetLife.
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SALE OF GENAMERICA TO METLIFE; PRINCIPAL TERMS OF THE METLIFE STOCK PURCHASE
AGREEMENT
On August 26, 1999, General American Mutual Holding Company ("GAMHC")
and Metropolitan Life Insurance Company ("MetLife") announced a definitive
agreement whereby MetLife will acquire GenAmerica and its subsidiaries.
General
The stock purchase agreement contemplates that MetLife will purchase
all of the outstanding stock of GenAmeric from GAMHC. After consummation of the
transaction, GenAmerica will be a wholly owned subsidiary of MetLife.
Purchase Price
The stock purchase agreement provides that the purchase price will be
$1.2 billion which amount will be reduced if there are delays in completing the
transaction. In the event that all required government approvals are obtained
and the closing does not occur prior to the 120th day after August 26, 1999, for
each calendar day commencing with the 120th day through the 179th day, or the
closing date if earlier, the purchase price will be reduced by $1 million, and
for each day commencing with the 180th day through the closing date, the
purchase price will be reduced by $2 million.
Escrow Agreement
The purchase price will be paid into an escrow account to indemnify
MetLife with respect to events and losses specified in the stock purchase
agreement. The escrow funds will be released to GAMHC as follows:
- from time to time to pay expenses of GAMHC in connection with
the reorganization proceeding, expenses incurred by GAMHC in
the ordinary course of business, GAMHC's valid statutory and
contractual obligations and taxes for which GAMHC is
obligated;
- within 60 days of closing, 20% of the escrow funds will be
released to GAMHC provided that all regulatory and court
approvals have been obtained;
- on August 26, 2001, MetLife, in its sole discretion,
may authorize release of all or a portion of the escrow
funds to GAMHC; and
- on August 26, 2002, the balance of the escrow funds, less
amounts to satisfy pending or claims actually threatened at
such time, will be released to GAMHC.
Representations and Warranties
The stock purchase agreement contains customary representations and
warranties of GAMHC as to, among other things: corporate organization, the
subsidiaries of GenAmerica, authority of GAMHC to enter into the stock purchase
agreement, required consents and approvals for the transactions contemplated by
the stock purchase agreement, GAMHC's ownership of the shares of GenAmerica,
accuracy of financial statements, fees and expenses of brokers, legal
proceedings, lack of undisclosed liabilities, compliance with applicable laws,
absence of changes since December 31, 1998, technology and intellectual
property, employee benefits plans, taxes, material contracts, portfolio
investments, liabilities and reserves, title to assets, transactions between
GenAmerica and affiliated persons, reinsurance and retrocession treaties and
agreements in force, environmental matters, GenAmerica's insurance coverage,
Year 2000 matters, accuracy of adequacy of materials filed by Conning and RGA
with the SEC, applicability of state anti-takeover statutes and shareholder
rights plans, insurance products sold by GenAmerica, and real property owned or
leased by GenAmerica.
The stock purchase agreement contains representations and warranties of
MetLife, which are more
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limited than those of GAMHC. These representations and warranties include:
corporate organization, authority of MetLife to enter into the stock purchase
agreement, required consents and approvals, legal proceedings, investment intent
of MetLife, expenses of brokers, and ability to finance the transaction.
Many of these representations and warranties are qualified by the
concept of "material adverse effect." This means that representations and
warranties so qualified will not be deemed to be breached or violated unless the
breach or violation would have a material adverse effect on the financial
condition or results of operations of GenAmerica and its subsidiaries, including
Conning and RGA, taken as a whole. However, anything resulting from any of the
following will not be deemed to be a material adverse effect:
- general economic conditions in the U.S. or elsewhere,
including changes in interest rates and changes in the
stock or other financial markets;
- conditions generally affecting the life insurance, life
reinsurance or securities industries; and
- conditions resulting from the announcement or existence of the
stock purchase agreement or the consummation of the
transactions contemplated therein (including potential
downgrades by rating agencies of GenAmerica or its
subsidiaries).
The stock purchase agreement also provides that none of the following will be
considered a material adverse effect:
- the inability or any limit on the ability of certain of
GenAmerica's subsidiaries to write new or renewal insurance or
reinsurance business provided that it is reasonably likely
that any such limit imposed by a state insurance department
will be removed within 60 days following the closing;
- any changes prior to August 26, 1999 in the value of the
investment portfolios of GenAmerica and certain of its
subsidiaries;
- the supervision order placing General American under the
supervision of the Missouri Department of Insurance and the
reorganization proceeding to be initiated under the Missouri
Insurance Code;
- any alleged breaches with respect to funding agreement
contracts and direct consequences thereof;
- any alleged defaults in connection with capital securities
issued by a wholly owned trust of GenAmerica or surplus notes
issued by a specified subsidiary of GenAmerica; or
- any rating agency downgrades of GenAmerica or its
subsidiaries, including RGA or Conning.
Each representation and warranty contained in the stock purchase
agreement will survive for two years after the closing.
Conduct of Business Pending Closing
Prior to the closing, GAMHC has agreed to cause GenAmerica and its
subsidiaries, including Conning and RGA, to:
- preserve intact its present organization, business and
franchise;
- maintain all material licenses, approvals, qualifications,
registrations and authorizations;
- preserve material relationships with employees and agents,
other distributions sources,
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customers, lenders, suppliers, regulators, and rating
agencies;
- continue advertising and promotional activities, pricing and
purchasing policies, operations and business plan
implementation consistent with past practices;
- continue in full force and effect without material
modification all existing policies or binders of insurance
currently maintained in respect of its assets, properties,
business, operations, employees, officers or directors except
as required by applicable law; and
- for GenAmerica and its subsidiaries other than RGA and
Conning, not undertake any material new business
initiatives.
GAMHC has also agreed that until the closing, it will not, and will not
permit GenAmerica to:
- take or omit to take any action that would cause any of the
representations or warranties made by GAMHC to become untrue;
- take any actions that would prevent or materially impair
GAMHC's ability to consummate the transactions contemplated
in the stock purchase agreement; or
- sell or otherwise transfer or dispose of shares of capital
stock of RGA or Conning held by the Company.
No Solicitations
GAMHC has agreed that until the closing of the transactions
contemplated in the stock purchase agreement, it will not (a) solicit any
proposals regarding any business combination involving GenAmerica or its
subsidiaries, or (b) participate in any discussions or negotiations regarding
any potential business combination involving GenAmerica or its subsidiaries with
any third party other than MetLife. However, to the extent required by the
fiduciary obligations of GAMHC's board of directors, determined in good faith,
or at the direction of the Missouri Department of Insurance or the
reorganization proceeding with respect to GenAmerica, GAMHC may participate in
discussions or negotiations or furnish information in connection with an
unsolicited proposal for a transaction that would result in another person
gaining control of GenAmerica. GAMHC may terminate the stock purchase agreement
and enter into an alternate transaction based on such proposal provided that it
will be required to pay MetLife a termination fee of $50 million.
Employment
MetLife has agreed to maintain, for a period of one year following the
closing, the number of employees employed by GenAmerica and its subsidiaries,
including RGA and Conning, at 90% of the number employed at closing provided
that this number may be adjusted to reflect businesses divested by GenAmerica.
Headquarters; Local Activities
MetLife has agreed to maintain the corporate headquarters and principal
executive offices of GenAmerica, Conning and RGA, in St. Louis, Missouri and to
cause GenAmerica to continue to provide charitable contributions and community
support within St. Louis in accordance with historic levels.
Dividends
MetLife has agreed that holders of participating policies of
GenAmerica's life insurance subsidiaries will continue to have the right to
receive dividends as provided in those policies.
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Interim Arrangement
MetLife will develop with GAMHC a program of coinsurance support during
the period until closing for new and existing business by General American and
similar arrangements as may be required by RGA and Cova. MetLife will also
develop with GAMHC a program of policy conversion to support General American's
in force business through the closing.
MetLife and GAMHC will implement a stabilization program to address the
funding agreement business. This program will consist of an exchange program or
other program to be agreed to by MetLife and GAMHC. Under an exchange program,
MetLife will offer an exchange contract to each holder of a funding agreement
contract. In return, General American will transfer assets to MetLife with a
market value equal to the liabilities under these contracts plus a risk premium
of $120 million. If an exchange program is implemented, MetLife will make a
capital contribution of $120 million to General American following the closing.
Conditions to Closing
MetLife's obligation to effect the transactions contemplated in the
stock purchase agreement are subject to among other things, satisfaction of the
following conditions:
- the representations and warranties of GAMHC set forth in the
stock purchase agreement being true and correct as of the date
of the stock purchase agreement and as of the date of closing
(subject to certain exceptions);
- GAMHC having performed or complied with all agreements,
covenants, obligations and conditions required to be performed
under the terms of the stock purchase agreement;
- GenAmerica having not commenced a voluntary bankruptcy
proceeding, and if an involuntary case is commenced against
GenAmerica, it having been dismissed within 60 days after its
commencement;
- the transactions contemplated in the Original Proxy
Statement, as supplemented by this Proxy Statement Supplement,
having been consummated;
- any approvals or orders required in connection with the
reorganization proceeding to permit the consummation of the
transactions contemplated in the stock purchase agreement
having been obtained and become final and nonappealable, or
the period for appealing any such approval having passed, or
if with respect to any appeals pending, MetLife having
determined, in its sole discretion exercised in good faith,
that the appeals are unlikely to invalidate MetLife's title to
the shares of GenAmerica; and
- General American not being subject to a pending
rehabilitation proceeding under the Missouri Insurance Code.
GAMHC's obligation to complete the transactions contemplated in the
stock purchase agreement is subject to, among other things, satisfaction of the
following conditions:
- the representations and warranties of MetLife set forth in the
stock purchase agreement being true and correct as of the date
of the stock purchase agreement and as of the date of closing
(subject to certain exceptions);
- GAMHC having performed or complied with all agreements,
covenants, obligations and conditions required to be performed
under the terms of the stock purchase agreement; and
- any approvals or orders required in connection with the
reorganization proceeding to permit the consummation of the
transactions contemplated in the stock purchase agreement
having
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been obtained, and such approvals or orders not having been
stayed or reversed.
In addition to the foregoing, the obligations of both MetLife and GAMHC
to complete the transactions contemplated in the stock purchase agreement are
subject to satisfaction of the following conditions:
- lack of any temporary restraining order, preliminary or
permanent injunction or other order issued by a court of
competent jurisdiction or other legal restraint or prohibition
preventing the consummation of the transactions contemplated
in the stock purchase agreement;
- all approvals of governmental authorities required to
consummate the transactions contemplated in the stock purchase
agreement having been obtained and being in full force and
effect;
- expiration or termination of the waiting period under the
Hart-Scott Rodino Act; and
- the reorganization plan, containing terms specified in an
exhibit to the stock purchase agreement, being approved.
Indemnification
GAMHC will indemnify MetLife and its directors, officers, employees,
and affiliates against losses resulting from:
- breaches by GAMHC of any representation or warranty set forth
in the stock purchase agreement without giving effect to
materiality or material adverse effect qualifiers;
- nonfullfillment by GAMHC of any covenant or agreement set
forth in the stock purchase agreement;
- any action brought or threatened within three years of closing
based on (i) MetLife's acquisition of GenAmerica, (ii) alleged
breaches occurring after July 15, 1999 relating to funding
agreements or guaranteed investment contracts issued by
General American, or (iii) the financial distress of General
American relating to its funding agreement and guaranteed
investment contract business;
- indemnification claims of officers, director and employees of
GAMHC, MetLife, or GenAmerica and its subsidiaries including
RGA and Conning, or payments made by GenAmerica or its
subsidiaries, including RGA and Conning, with respect to the
matters set forth in the immediately preceding bullet point
including indemnification of officers, directors and
employees;
- liabilities with respect to any employee benefit plans
maintained by GenAmerica or its subsidiaries that are not
disclosed to MetLife; and
- liabilities relating to additional or accelerated payments or
rights under employee benefit or compensation plans maintained
by GenAmerica or its subsidiaries resulting from the
transactions contemplated in the stock purchase agreement.
MetLife will indemnify GAMHC and its directors, officers, employees,
and affiliates against losses resulting from:
- breach by MetLife of any representation or warranty set forth
in the stock purchase agreement; and
- nonfullfillment by MetLife of any covenant or agreement set
forth in the stock purchase agreement.
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The indemnification obligations under the stock purchase agreement are
subject to the following limitations:
- no indemnification for individual losses of less than $25,000;
- GAMHC's obligation to indemnify MetLife for breaches of
representations and warranties is limited to the amount of
losses incurred, after insurance or other recoveries and on an
after tax basis, that exceed $15 million;
- no indemnification for punitive, special or consequential
damages;
- no indemnification for losses resulting from actions taken
after the closing that are not contemplated by the stock
purchase agreement or required by applicable law; and
- GAMHC's total indemnification obligation is limited to the
amount of the purchase price.
Termination
The stock purchase agreement may be terminated prior to the closing
only as follows:
- by mutual agreement of MetLife and GAMHC;
- by either MetLife or GAMHC if a condition to its obligation
to perform becomes incapable of fulfillment;
- by MetLife if GAMHC (i) breaches or fails to perform in any
material respect any covenants or agreements, or (ii) breaches
any representation or warranty that is qualified as to
material adverse effect or breaches any other representation
or warranty which breach would have a material adverse effect
and such breach or failure to perform is not cured within 30
days;
- by GAMHC if MetLife breaches or fails to perform in any
material respect any covenants, agreements, representation or
warranty and such breach or failure to perform is not cured
within 30 days;
- by either MetLife or GAMHC if the closing does not occur by
August 26, 2000 (or October 26, 2000 in certain
circumstances);
- by GAMHC if, as a result of a proposal from a party other than
MetLife with respect to an alternate transaction, (i) its
board of directors determines in good faith following
consultation with outside counsel and financial advisors that
acceptance of such proposal is necessary for the board to act
consistent with its fiduciary duties, or (ii) the director of
the Missouri Department of Insurance directs GAMHC to
terminate the stock purchase agreement;
- by MetLife if any material insurance subsidiary of GenAmerica
is placed in delinquency or rehabilitation proceedings (other
than any rehabilitation proceedings with respect to General
American to effectuate the transactions contemplated in the
stock purchase agreement provided that such proceeding is
completed within 21 days);
- by MetLife if an order approving the reorganization proceeding
or the stock purchase agreement is appealed and stayed and
such stay is not lifted within 15 days after it is issued; and
- by MetLife if, after August 26, 1999, there occurs a change
that fundamentally impairs, in a
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<PAGE> 12
manner that cannot be remedied within a reasonable period of
time, the core business operations of GenAmerica and its
subsidiaries, taken as a whole, and is not attributable to
(i) general economic conditions in the U.S. or elsewhere,
including changes in interest rates and changes in the stock
or other financial markets, (ii) conditions generally
affecting the life insurance, life reinsurance or securities
industries, or (iii) conditions resulting from the
announcement or existence of the stock purchase agreement or
the consummation of the transactions contemplated therein.
OTHER NON-VOTING COMMON STOCK PROTECTIONS
In addition to the anti-takeover provisions contained in the Rights
Agreement and Missouri statutory law, our Restated Articles of Incorporation
contain an anti-takeover provision which attempts to reduce the possibility of
the unfair treatment of holders of the Non-Voting Common Stock in the event a
person attempts to obtain control of RGA. See "Description of Capital Stock -
Non-Voting Common Stock - Other Non-Voting Common Stock Protections" beginning
on page 18 of the Original Proxy Statement. The provision would be removed from
our Restated Articles of Incorporation upon the approval and consummation of the
recapitalization amendment.
COMPARATIVE STOCK PRICES AND DIVIDENDS
RGA Voting Common Stock and Non-Voting Common Stock are both listed
for trading on the New York Stock Exchange under the trading symbols "RGA" and
"RGA.A," respectively. The following table sets forth, for the period indicated,
the high and low sales prices and dividends per share of Voting Common Stock and
Non-Voting Common Stock in the third quarter of 1999 (through August 30, 1999).
For current price information, you are urged to consult publicly available
sources. See "Comparative Stock Prices and Dividends" beginning on page 15 of
the Original Proxy Statement for prior period information.
<TABLE>
<CAPTION>
NON-VOTING DIVIDENDS
VOTING COMMON STOCK COMMON STOCK (ADJUSTED FOR STOCK
------------------- ------------ SPLIT)
------
1999 HIGH LOW HIGH LOW
- ---- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Third Quarter (through August 30) $40.68 $26.81 $39.56 $24.00 -
</TABLE>
The following table sets forth:
- the high and low sales price per share of Voting Common Stock
on the New York Stock Exchange;
- the high and low sales price per share of Non-Voting Common
Stock on the New York Stock Exchange; and
- the market value of one share of Non-Voting Common Stock on
an equivalent per share basis;
in each case on June 29, 1999, which was the last full trading day before the
public announcement of the proposed recapitalization amendment, and on August
30, 1999, which was the last full trading day for which such information would
be calculated before the date of this document. The equivalent price per share
data for Non-Voting Common Stock has been determined by multiplying the last
reported sale price of one share of Voting Common Stock on each of these dates
by the exchange ratio of 0.97.
<TABLE>
<CAPTION>
EQUIVALENT PRICE PER
NON-VOTING SHARE OF NON-VOTING
DATE VOTING COMMON STOCK COMMON STOCK COMMON STOCK
---- ------------------- ------------ ------------
High Low High Low High Low
---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
June 29, 1999 $36.31 $35.25 $29.63 $29.44 $35.22 $34.19
August 30, 1999 33.19 31.81 32.25 30.75 32.19 30.86
</TABLE>
11
<PAGE> 13
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information into this
proxy statement, which means that we can disclose important information to you
by referring you to other documents that we filed separately with the SEC. You
should consider the incorporated information as if we reproduced it in this
proxy statement, except for any information directly superseded by information
contained in this proxy statement.
We incorporate by reference into this proxy statement the following
financial statements and other information (SEC File No. 1-11848), which contain
important information about us and our business and financial results:
- the financial statements, quarterly data and management's
discussion and analysis of financial condition and results of
operations contained in our Annual Report on Form 10-K for the
fiscal year ended December 31, 1998,
- the financial statements and management's discussion and analysis
of financial condition and results of operations contained in our
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999;
- the financial statements and management's discussion and analysis
of financial condition and results of operations contained in our
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999; and
- the Current Report on Form 8-K filed with the SEC on August 25,
1999.
We may file additional documents with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or after the
date of this proxy statement and before the Special Meeting. The SEC allows us
to incorporate by reference into this proxy statement such documents. You should
consider any statement contained in this proxy statement (or in a document
incorporated into this proxy statement) to be modified or superseded to the
extent that a statement in a subsequently filed document modifies or supersedes
such statement.
YOU MAY GET COPIES OF ANY OF THE INCORPORATED DOCUMENTS (EXCLUDING
EXHIBITS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED) AT NO CHARGE TO YOU
BY WRITING OR CALLING JACK B. LAY, EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER, REINSURANCE GROUP OF AMERICA, INCORPORATED, 1370 TIMBERLAKE MANOR
PARKWAY, ST. LOUIS, MISSOURI 63017 (TELEPHONE: (636) 736-7300).
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The statements included or incorporated by reference in this Proxy
Statement Supplement regarding future financial performance and results and the
other statements that are not historical facts are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These "forward-looking" statements include, without limitation, certain
statements under the caption "Recent Developments - Administrative Supervision
of General American." Such statements also may include, but are not limited to,
statements regarding the Company's ability to meet reinsurance and debt
obligations, projections of earnings, revenues, income or loss, estimated fair
values of fixed rate instruments, estimated cash flows of floating rate
instruments, capital expenditures, plans for future operations and financing
needs or plans, growth prospects and targets, industry trends, trends in or
expectations regarding operations and capital commitments, the sufficiency of
claims reserves, and Year 2000 compliance as well as assumptions relating to the
foregoing. The words "expect," "project," "estimate," "anticipate," "should,"
"believe" and similar expressions also are intended to identify forward-looking
statements. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future events
and actual results, performance
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<PAGE> 14
and achievements could differ materially from those set forth in, contemplated
by or underlying the forward-looking statements.
Numerous factors could cause actual results and events to differ
materially from those expressed or implied by forward-looking statements
including, without limitation, (1) the timing of reinsurance funding obligations
arising out of arrangements with General American, (2) market conditions and the
timing of sales of investment securities, (3) regulatory action taken by the
Missouri Department of Insurance with respect to General American or the Company
or its subsidiaries, (4) changes in the Company's credit ratings and the effect
of recent ratings downgrades on the Company's future results of operations and
financial condition, (5) material changes in mortality and claims experience,(6)
competitive factors and competitors' responses to the Company's initiatives, (7)
general economic conditions affecting the demand for insurance and reinsurance
in the Company's current and planned markets, (8) successful execution of the
Company's entry into new markets (9) successful development and introduction of
new products, (10) the stability of governments and economies in foreign
markets, (11) fluctuations in U.S. and foreign currency exchange rates, interest
rates and securities and real estate markets, (12) the success of the Company's
clients, including General American and its affiliates, and (13) changes in
laws, regulations and accounting standards applicable to the Company and its
subsidiaries. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual outcomes may vary
materially from those indicated.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE THEREOF. ALL
SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE
COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THIS CAUTIONARY STATEMENT. THE COMPANY DOES NOT UNDERTAKE ANY
OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS TO SUCH FORWARD-LOOKING STATEMENTS
TO REFLECT EVENTS AND CIRCUMSTANCES AFTER THE DATE HEREOF TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.
13
<PAGE> 15
REINSURANCE GROUP OF AMERICA, INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned does hereby appoint Jack B. Lay and James E. Sherman, or
either of them, the true and lawful attorneys-in-fact, agents and proxies of the
undersigned to represent the undersigned at the Special Meeting of the
Shareholders of Reinsurance Group of America, Incorporated ("RGA") to be held
September 14, 1999, commencing at 2:00 p.m., St. Louis time, at the
Marriott-West, 660 Maryville Centre Drive, St. Louis, Missouri, and at any and
all adjournments and postponements of said meeting, and to vote all the shares
of Common Stock and Non-Voting Common Stock of RGA standing on the books of RGA
in the name of the undersigned as specified and in their discretion on such
other business as may properly come before the meeting.
Please complete, sign and date other side and return promptly. Please mark
your vote as indicated in this example.
MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:
An amendment to the Restated Articles of Incorporation of RGA in order to
reclassify the existing and separate class of Non-Voting Common Stock into
Voting Common Stock by converting each outstanding share of Non-Voting Common
Stock into 0.97 share of Voting Common Stock.
FOR AGAINST ABSTAIN
The undersigned hereby revokes any proxy or proxies heretofore given and
acknowledges receipt of the Notice of the Special Meeting of Shareholders and
the accompanying Proxy Statement, as supplemented by the Supplemental Notice of
Postponed Special Meeting and accompanying Proxy Statement Supplement.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE RECAPITALIZATION AMENDMENT. A VOTE TO ABSTAIN WILL
BE VOTED AGAINST THE RECAPITALIZATION AMENDMENT.
Dated this _____ day of ____________________________, 1999
__________________________________________________
__________________________________________________
(If Stock is owned in joint names, both owners must sign.) If address at
left is incorrect, please write in the correct information.
Please sign as registered and return promptly to: Reinsurance Group of
America, Incorporated, Midtown Station, PO Box 870, New York, NY 10138
FOLD AND DETACH HERE
Dear Shareholder:
We have rescheduled the Special Meeting of Shareholders of Reinsurance
Group of America Incorporated to be held on September 14, 1999 in the Marriott
West, 660 Maryville Centre Drive, St. Louis,
2
<PAGE> 16
Missouri at 2:00 p.m., St. Louis time.
Enclosed is a supplement to the Proxy Statement mailed to you on July 23,
1999 that describes recent events, including the pending sale of GenAmerica
Corporation, the majority shareholder of RGA. If you have not yet voted or would
like to change your previous vote, please complete the proxy form above, detach
it and return it promptly in the envelope provided. If you do not submit the
above proxy form or notify us that you would like to revoke your vote, your
prior vote will be recorded.
IF YOU HAVE ALREADY SUBMITTED A PROXY CARD, YOU DO NOT NEED TO SUBMIT THE
ABOVE PROXY CARD UNLESS YOU WISH TO CHANGE YOUR VOTE.
3
