<PAGE>
<PAGE>
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Reinsurance Group Of America, Incorporated
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------------------
(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:
- -----------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------------------
(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):
- -----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -----------------------------------------------------------------------------
(5) Total fee paid:
- -----------------------------------------------------------------------------
/ / 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:
- -----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- -----------------------------------------------------------------------------
(3) Filing Party:
- -----------------------------------------------------------------------------
(4) Dated Filed:
- -----------------------------------------------------------------------------
<PAGE>
<PAGE>
------------
Reinsurance Group of America, Incorporated (SM)
------------
RGA LOGO
------------
NOTICE OF SPECIAL MEETING OF
THE SHAREHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED
St. Louis, Missouri
July 23, 1999
TO THE SHAREHOLDERS OF
REINSURANCE GROUP OF AMERICA, INCORPORATED
A Special Meeting of the Shareholders of Reinsurance Group of
America, Incorporated ("RGA") will be held at the Marriott West Hotel,
660 Maryville Centre Drive, St. Louis, Missouri on September 1, 1999,
commencing at 2:00 p.m., 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 accompanying proxy statement.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By /s/ Richard A. Liddy
Chairman of the Board
/s/ James E. Sherman
Secretary
EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
MARK, DATE, AND EXECUTE THE ENCLOSED PROXY AND MAIL IT PROMPTLY. A
POSTAGE-PAID RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
<PAGE>
------------
Reinsurance Group of America, Incorporated (SM)
------------
RGA LOGO
------------
REINSURANCE GROUP OF AMERICA, INCORPORATED
660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF THE SHAREHOLDERS
TO BE HELD SEPTEMBER 1, 1999
MARRIOTT WEST HOTEL, ST. LOUIS, MISSOURI
This proxy statement is furnished to the holders of common stock,
which we refer to in this proxy statement 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 1, 1999, and all adjournments and postponements thereof,
for the purpose set forth in the accompanying Notice of Special Meeting
of the Shareholders. The Company is first mailing this proxy statement
and the enclosed form of proxy to Shareholders on or about July 23, 1999.
Pursuant to the proposed recapitalization amendment to RGA's
Restated Articles of Incorporation, each outstanding share of Non-Voting
Common Stock will be converted into 0.97 of a share of Voting Common
Stock and as a result RGA will issue approximately 7,194,000 new shares
of Voting Common Stock. Following approval and consummation of the
recapitalization amendment, approximately 45,126,000 shares of Voting
Common Stock will be issued and outstanding. Currently, GenAmerica
Corporation ("GenAmerica") beneficially owns 63.6% of the Voting Common
Stock. Upon approval and consummation of the recapitalization
amendment, GenAmerica will beneficially own 53.5% of the Voting Common
Stock.
Whether or not you expect to be present in person at the meeting,
you are requested to complete, sign, date, and return the enclosed form
of proxy. 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 such a 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 close of business on July 19, 1999 has been fixed as the
record date for the determination of the Shareholders entitled to vote
at the Special Meeting of the Shareholders. As of the record date,
approximately 37,931,000 shares of Voting Common Stock were outstanding
and entitled to be voted at the Special Meeting. As of the record date,
approximately 7,417,000 shares of Non-Voting Common Stock were
outstanding and entitled to be voted at the Special Meeting, voting
separately as a class. Shareholders will be entitled to cast one vote
on the recapitalization amendment for each share of Voting Common Stock
and Non-Voting Common Stock held of record on the record date.
The solicitation of this proxy is made by the Board of Directors
of RGA. The solicitation will primarily be by mail and the expense
thereof will be paid by RGA. In addition, proxies may be solicited by
telephone or telefax by directors, officers, or regular employees of
RGA.
1
<PAGE>
<PAGE>
THE RECAPITALIZATION AMENDMENT
PROPOSED RECAPITALIZATION AMENDMENT
Pursuant to the proposed recapitalization amendment, Article Three
of our Restated Articles of Incorporation would be amended to combine
and reclassify the existing separate class of Non-Voting Common Stock
with the Voting Common Stock. Each outstanding share of Non-Voting
Common Stock will be converted into 0.97 of a share of Non-Voting Common
Stock. The text of the recapitalization amendment is set forth as Annex I.
OUR BOARD HAS APPROVED THE RECAPITALIZATION AMENDMENT AND HAS
DETERMINED THAT THE RECAPITALIZATION AMENDMENT IS FAIR TO BOTH CLASSES
OF RGA'S SHAREHOLDERS. OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE RECAPITALIZATION AMENDMENT.
BACKGROUND
Our Board of Directors has determined that it is in our best
interests to have only one class of Voting Common Stock with full voting
rights. Accordingly, our Board of Directors desires to eliminate the
Non-Voting class of stock and to convert all outstanding shares of Non-
Voting Common Stock into shares of Voting Common Stock. Both the Voting
Common Stock and Non-Voting Common Stock are currently listed on the New
York Stock Exchange.
The Non-Voting Common Stock was originally authorized in 1998
pursuant to an amendment to our Articles of Incorporation which was
approved by our shareholders at the 1998 annual meeting. A total of
7,417,496 shares of Non-Voting Common Stock, as adjusted for the three-
for-two stock split on February 26, 1999, were originally issued in June
of 1998 in a public offering. At that time, our Board of Directors
believed that the issuance of shares of Non-Voting Common Stock would
provide flexibility in meeting future capital needs of RGA, whether as a
result of internally generated growth of RGA and its subsidiaries, or as
a result of external growth through mergers and acquisitions. The
issuance of Non-Voting Common Stock for such purpose did not dilute the
voting power of RGA's existing shareholders, including its principal
beneficial shareholder, GenAmerica, and as a result, GenAmerica
maintained its voting control of RGA.
Since the date of issuance, the Non-Voting Common Stock has traded
at a discount ranging from approximately 3% to approximately 30%
relative to the Voting Common Stock. See "Comparative Stock Prices and
Dividends." Because of the existence and extent of the discount, our
Board of Directors has determined that a conversion ratio of less than
one-to-one is appropriate when converting outstanding Non-Voting Common
Stock into Voting Common Stock.
Our management met with Donaldson, Lufkin & Jenrette, or DLJ, and
Bryan Cave LLP from time to time over several months to discuss, among
other things, possible capitalization alternatives. These discussions
led to the proposal of the recapitalization amendment at a meeting of
our Board of Directors on June 30, 1999, at which all but one of the
directors were present. At that meeting, senior management and
representatives of DLJ discussed the background and reasons for the
proposed recapitalization amendment. Bryan Cave LLP, as legal counsel
for RGA, also attended the meeting and reviewed the duties of the
directors in these circumstances. In addition, Bryan Cave reviewed the
terms of the recapitalization amendment. A representative of DLJ then
presented the firm's financial analysis of the proposed exchange ratio
and orally informed the Board that DLJ was prepared, subject to approval
of its fairness committee, to give the opinion that the exchange ratio
was fair, from a financial point of view, to the holders of Voting
Common Stock. On July 1, 1999, the DLJ fairness committee authorized
the delivery of the fairness opinion and DLJ informed RGA management
that DLJ would issue the opinion. On July 7, 1999, DLJ formally
delivered the written opinion to RGA. See "--Opinion of Financial
Advisor" on page 4. Following discussion, the board, by unanimous vote
of the directors present, approved the recapitalization amendment.
Following the approval of the board of directors, the conversion
was publicly announced by RGA on June 30, 1999.
2
<PAGE>
<PAGE>
REASONS FOR THE RECAPITALIZATION AMENDMENT; FACTORS CONSIDERED BY OUR
BOARD
Our Board of Directors has determined that although the voting
power of RGA's existing shareholders, including GenAmerica, will be
diluted, such voting power will not be materially adversely affected by
the elimination of the class of Non-Voting Common Stock and conversion
of the outstanding Non-Voting Common Stock to Voting Common Stock
pursuant to the recapitalization amendment.
Our Board of Directors believes that the creation of a single
class of Voting Common Stock that trades on the New York Stock Exchange
will create a more liquid trading market for RGA's Voting Common Stock.
The conversion of the Non-Voting Common Stock would increase the number
of shares of Voting Common Stock outstanding. Our Board believes that
having a single class of Voting Common Stock, consisting of a larger
number of outstanding shares, should encourage both a greater number and
broader range of investors in RGA. As a result, brokerage firms may be
more willing to evaluate RGA's securities as a possible investment
opportunity for their clients. Our Board also believes that the result
may be an increased demand for RGA's common shares, as well as a more
liquid trading market. Our Board cannot predict, however, what impact
the recapitalization amendment would have on the market prices of the
Voting Common Stock, and there can be no assurance that the market price
would increase.
Our Board further believes that a more liquid trading market may
allow RGA better access to the capital markets in the event that RGA
should decide to raise capital through an offering of its Voting Common
Stock. As a result, potential investors may be more interested in
purchasing the Voting Common Stock, thereby increasing demand in any
potential offering. However, there can be no assurance that RGA will be
able to access the capital markets at the time, and in the amounts,
desired.
In reaching its decision to approve the recapitalization
amendment, its determination that the recapitalization amendment is fair
to the holders of Voting Common Stock and Non-Voting Common Stock and
its decision to recommend that the holders of Voting Common Stock and
Non-Voting Common Stock vote for approval and adoption of the
recapitalization amendment, our Board consulted with its legal and
financial advisors as well as RGA's management, and considered numerous
factors, including, but not limited to:
* the business, operations, earnings, and prospects of RGA and
the perceived need for RGA to simplify its capital
structure,
* the fact that the recapitalization amendment will provide
the holders of Non-Voting Common Stock with an opportunity
to receive an increase in the value of their investment over
the current market price,
* the income tax consequences of the recapitalization
amendment under existing law,
* the historical difference between the per share trading
price of the Voting Common Stock and the Non-Voting Common
Stock,
* various information regarding typical trading price
differentials of the voting and non-voting common stock of
other companies with dual classes of common stock,
* the superior voting power of the Voting Common Stock
compared to the Non-Voting Common Stock,
* the benefits that may accrue to the holders of both classes
of shares if the recapitalization amendment is adopted, and
* anticipated receipt of the opinion of DLJ that, based upon
the matters described in such opinion and as of the date of
such opinion, the exchange ratio is fair to holders of
Voting Common Stock from a financial point of view. See
"--Opinion of Our Financial Advisor."
3
<PAGE>
<PAGE>
In view of the circumstances and the wide variety of factors
considered in connection with this evaluation of the recapitalization
amendment, our Board did not find it practicable to assign relative
weights to the factors considered in reaching its decision. In
addition, because the exchange ratio of a share of Non-Voting Common
Stock to a share of Voting Common Stock was larger than the historical
market ratio of a share of Non-Voting Common Stock to a share of Voting
Common Stock, our Board did not believe an opinion was necessary and did
not request an opinion on the fairness of the recapitalization amendment
to the holders of Non-Voting Common Stock from a financial point of
view.
Approval of the proposal requires the affirmative vote of a
majority of the outstanding shares of Voting Common Stock and Non-Voting
Common Stock, each voting separately as a class. GenAmerica, the
beneficial holder of a majority of the Voting Common Stock outstanding
as of the record date, has indicated that it will vote in favor of the
recapitalization amendment. Therefore, if GenAmerica so votes,
approval of the recapitalization amendment by the holders of the Voting
Common Stock is assured. Approval of the proposal also requires the
affirmative vote of a majority of the outstanding shares of Non-Voting
Common Stock.
OPINION OF OUR FINANCIAL ADVISOR
RGA engaged DLJ to act as RGA's financial advisor in connection
with the proposed recapitalization amendment and to evaluate the
fairness from a financial point of view to holders of RGA's Voting
Common Stock, of the implied exchange ratio set forth in the
recapitalization amendment. On July 7, 1999 DLJ delivered to the RGA
Board of Directors its written opinion that, as of such date, and based
on and subject to the assumptions, limitations and qualifications as set
forth in the opinion, the exchange ratio was fair to the holders of
Voting Common Stock from a financial point of view.
The full text of the DLJ opinion is attached hereto as Annex II to
this proxy statement. The summary of the DLJ opinion set forth in this
proxy statement is qualified in its entirety by reference to the full
text of the DLJ opinion. RGA stockholders are urged to read the DLJ
opinion carefully and in its entirety for the procedures followed,
assumptions made, other matters considered and limitations of the review
by DLJ in connection with such opinion.
The DLJ opinion was prepared for the RGA Board and was directed
only to the fairness from a financial point of view to holders of Voting
Common Stock, as of the date thereof, of the exchange ratio. The DLJ
opinion does not address the relative merits of the recapitalization
amendment and the other business strategies being considered by the RGA
Board nor does it express any opinion as to the RGA Board's decision to
proceed with the recapitalization amendment. DLJ expressed no opinion
as to the price at which Common Stock of RGA will actually trade at any
time. The DLJ opinion does not constitute a recommendation to any RGA
stockholder as to how such stockholder should vote on the
recapitalization amendment.
RGA selected DLJ as its financial advisor because it is an
internationally recognized investment banking firm that has substantial
experience in the insurance industry and is familiar with RGA and its
business. As part of its investment banking business, DLJ is regularly
engaged in the valuation of businesses and securities in connection with
mergers, acquisitions, underwritings, sales and distributions of listed
and unlisted securities, private placements and valuations for corporate
and other purposes.
In arriving at its opinion, DLJ reviewed the recapitalization
amendment and reviewed financial and other information that was publicly
available or furnished to DLJ by RGA, including information provided
during discussions with RGA management. In addition, DLJ compared
certain financial and securities data of RGA with various other
companies that have dual classes of common stock and conducted such
other analysis, including the pro forma financial impact of the
recapitalization amendment, as DLJ deemed appropriate for purposes of
rendering its opinion.
In rendering its opinion, DLJ relied upon and assumed the accuracy
and completeness of all of the financial and other information that was
available to DLJ from public sources and that was provided to DLJ by
RGA. DLJ did not assume any responsibility for making any independent
evaluation of any assets or liabilities or for making any independent
verification of any of the information reviewed by DLJ.
4
<PAGE>
<PAGE>
The following is a summary of the presentation made by DLJ to the
RGA Board on June 30, 1999 in connection with the preparation of the DLJ
opinion:
Dual Class Stock Analysis.
DLJ examined the history of the trading prices of 62 companies
with dual classes of common stock, which analysis yields the following:
* For a one year period, the average premium on stock with
superior voting rights relative to the other class of
stock ("high vote stock") was 1.8% with a high of 38.7%
and a low of (26.6%);
* For a three year period, the average premium on high vote
stock was 2.7%, with a high of 74% and a low of (18.1%); and
* For a five year period, the average premium on high vote
stock was 3.6% with a high of 34.3% and a low of (17.5%).
Accretion/Dilution Analysis.
DLJ determined that with respect to any exchange ratio below 1.0
(excluding transaction costs), the recapitalization amendment would be
accretive to the holders of RGA's Voting Common Stock.
The summary set forth above describes, in summary form, the
material elements of the presentation made by DLJ to the RGA Board on
June 30, 1999. The preparation of a fairness opinion involves various
determinations as to the most appropriate and relevant methods of
analysis and the application of these methods to the particular
circumstances and, therefore, such an opinion is not readily susceptible
to summary description.
Pursuant to the terms of its engagement agreement with DLJ, RGA
agreed to pay a fee of $500,000 upon delivery of the DLJ opinion and an
additional fee of $50,000 for each update after the first update of a
prior opinion delivered by DLJ. In addition, RGA agreed to reimburse DLJ,
upon request by DLJ from time to time, for all out-of-pocket expenses,
including the reasonable fees and expenses of counsel, incurred by DLJ in
connection with its engagement, and to indemnify DLJ and certain related
persons against certain liabilities in connection with the engagement,
including liabilities under U.S. federal securities laws. DLJ and RGA
management negotiated the terms of the fee arrangement, and the RGA board
was aware of such arrangement.
In the ordinary course of business, DLJ and its affiliates may own
or actively trade the securities of RGA for their own accounts and for
the accounts of their customers and, accordingly, may at any time hold a
long or short position in RGA securities.
GenAmerica has retained DLJ in connection with a transaction
unrelated to the recapitalization amendment for which it will receive
customary fees.
INTERESTS OF CERTAIN PERSONS IN THE RECAPITALIZATION AMENDMENT PROPOSAL;
POSSIBLE CONFLICTS OF INTEREST
When considering the recapitalization amendment proposal, you
should be aware that directors and executive officers of RGA may have
interests that may be different from your interests as shareholders.
Certain officers and directors of RGA are also officers and/or directors
of GenAmerica, our principal shareholder, or its affiliates.
GenAmerica, beneficially owns 63.6% of the Voting Common Stock.
Additionally, our directors and executive officers beneficially own
830,420 shares of Voting Common Stock and 28,411 shares of Non-Voting
Common Stock. See "Common Stock Ownership of Management and Certain
Beneficial Owners." Although the Company does not believe that there is
any conflict of interest, such officers and directors, as well as
GenAmerica, may be deemed to have an interest in the proposal that
differs from those of other shareholders. Because our directors and
executive officers own a relatively smaller percentage of the Non-Voting
Common Stock, they may be
5
<PAGE>
<PAGE>
deemed to have a conflict of interest regarding the holders of Non-
Voting Common Stock. For more information regarding the relationships
between RGA and GenAmerica and its affiliates, see "Certain
Relationships and Related Transactions."
EFFECTS ON RELATIVE OWNERSHIP AND VOTING POWER; PREMIUM PAYMENT TO
NON-VOTING COMMON STOCK-HOLDERS.
Holders of the Voting Common Stock are currently the only
shareholders entitled to vote at a meeting of RGA's shareholders,
unless otherwise provided by law. See "Description of Capital Stock
- --Non-Voting Common Stock--Voting Matters" beginning on page 16 for a
description of the voting rights of holders of Non-Voting Common Stock.
GenAmerica holds a controlling interest in the Voting Common Stock.
Therefore, GenAmerica currently has voting control over most matters as
to which the shareholders may vote. The recapitalization amendment will
dilute the voting control of RGA currently held by the holders of Voting
Common Stock, including GenAmerica. In addition, former holders of Non-
Voting Common Stock will no longer have class voting rights in those
situations where such rights currently are required by law or our
Restated Articles of Incorporation.
Currently, the Voting Common Stock and the Non-Voting Common Stock
receive the same per share cash dividends. As of the record date, the
Voting Common Stock represented 83.6% of the outstanding common equity of
RGA, while the Non-Voting Common Stock represented 16.4%. As a result of
the recapitalization amendment, the holders of the Non-Voting Common
Stock will experience a 3.0% reduction in their interest in the aggregate
of future dividends that may be paid and a 2.5% reduction in their
equity ownership of RGA. As a result of the recapitalization amendment,
the holders of the Voting Common Stock will experience a 0.5% increase
in their equity ownership of RGA.
TAX CONSEQUENCES TO HOLDERS OF VOTING COMMON STOCK AND NON-VOTING COMMON
STOCK
The following discussion is intended only as a brief summary of
the federal income tax consequences of the recapitalization amendment,
as based on the Internal Revenue Code of 1986, as amended, currently in
effect (the "Code"). This summary is not meant to be exhaustive and
does not describe state, local, foreign or other tax consequences. You
should consult your own tax advisor with respect to the tax consequences
of the proposed recapitalization amendment, including tax reporting
requirements and tax consequences under state, local or foreign law.
Nonrecognition of Gain or Loss
The reclassification of shares of Non-Voting Common Stock into
shares of Voting Common Stock pursuant to the recapitalization amendment
will be treated as a tax-free recapitalization under Section
368(a)(1)(E) of the Code, and therefore, (i) will not result in the
recognition of any gain or loss by the holders of Non-Voting Common
Stock except to the extent cash is received for fractional shares (as
discussed below), (ii) the basis of the Voting Common Stock will be the
same as the shareholder's basis in the Non-Voting Common Stock
surrendered in exchange therefore, and (iii) the holding period of the
Voting Common Stock received by an exchanging shareholder will include
such shareholder's holding period for the Non-Voting Common Stock
surrendered in exchange therefore, provided that each share of the Non-
Voting Common Stock held on the date of the exchange is a capital asset
as defined in section 1221 of the Code.
Payment for Fractional Shares
A holder of Non-Voting Common Stock who receives cash in lieu of
fractional shares of Voting Common Stock will be treated as if the
fractional shares were distributed to the shareholder and then redeemed
by the Company for cash. Any gain or loss recognized as a result of the
receipt of such cash will be measured by the difference between the
amount received and the portion of such shareholder's tax basis
allocable to fractional share interests. Such gain or loss will be
treated as capital gain or loss if the Non-Voting Common Stock was held
as a capital asset.
6
<PAGE>
<PAGE>
Deemed Dividend Distribution to Shareholders
Pursuant to section 305(c) of the Code and the regulations
promulgated thereunder, a recapitalization which has the effect of
causing a change in the conversion ratio, a change in redemption price,
a difference between redemption price and issue price, a redemption
treated as a dividend or any other transaction having a similar effect
with respect to a class of stock may, under limited circumstances, be
deemed to be a taxable distribution of stock with respect to the holders
of any other class of stock whose proportionate interest in the assets
or earnings and profits of the corporation is increased as a result. If
pursuant to a plan to periodically increase a shareholder's
proportionate interest in the assets or earnings and profits of the
corporation, an exchange occurs whereby certain shareholders increase
their proportionate interest in the assets or earnings and profits of
the corporation, then the shareholders whose proportionate interest is
increased would be deemed to have received a taxable distribution of
stock.
By exchanging shares of Non-Voting Common Stock with the same
liquidation preferences and rights to dividends as Voting Common Stock
for less than an equal number of shares of Voting Common Stock, an
increase in the proportionate interests in the assets or earnings and
profits of the Company occurs for the holders of Voting Common Stock.
However the recapitalization amendment should not result in any deemed
taxable distribution of stock to the current holders of Voting Common
Stock because the exchange and reclassification under the
recapitalization amendment should be treated as an isolated
recapitalization and not as part of a plan periodically to increase the
proportionate interest of holders of Voting Common Stock in the
Company's assets or earnings and profits. However, if the
recapitalization is deemed not to be an isolated recapitalization with
respect to the Voting Common Stock then the recapitalization may result
in a taxable dividend to the holders of the Voting Common Stock.
NO APPRAISAL RIGHTS
Shareholders of Voting Common Stock and Non-Voting Common Stock
will not be entitled to appraisal rights in connection with the
recapitalization amendment.
COMPARISON OF VOTING COMMON STOCK AND NON-VOTING COMMON STOCK
The Voting Common Stock has full voting rights. The Non-Voting
Common Stock has dividend and distribution rights and rights on
dissolution generally identical to the Voting Common Stock but it has no
voting rights, except as otherwise required by law and our Restated
Articles of Incorporation. See "Description of Capital Stock--Non-Voting
Common Stock" and "--Voting Common Stock" beginning on page 20 for a
description of the rights of holders our capital stock.
ACCOUNTING TREATMENT
As a result of the recapitalization amendment, the stated capital
for the Non-Voting Common Stock will be transferred to the stated
capital for the Voting Common Stock. The aggregate stated capital of
RGA will not be affected by the recapitalization amendment.
RECOMMENDATION OF OUR BOARD
OUR BOARD HAS APPROVED THE RECAPITALIZATION AMENDMENT AND HAS
DETERMINED THAT THE RECAPITALIZATION AMENDMENT IS FAIR TO BOTH CLASSES
OF RGA'S SHAREHOLDERS. OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE RECAPITALIZATION AMENDMENT.
7
<PAGE>
<PAGE>
CONVERSION OF SHARES
Effectiveness of Recapitalization Amendment; Effect on Stock Options
If the recapitalization amendment is approved by the shareholders
of RGA, we intend to prepare and file Articles of Amendment to the
Restated Articles of Incorporation of RGA in accordance with the
recapitalization amendment. The amendment will become effective
immediately upon acceptance of the filing by the Secretary of State of
Missouri. Upon effectiveness, no further action by RGA or its
shareholders is required; each issued and outstanding share of Non-
Voting Common Stock will automatically be converted into 0.97 of a share
of Voting Common Stock.
There are currently outstanding options to purchase 346,343 shares of
Non-Voting Common Stock. RGA's executive officers, including Mr. Woodring
who is also a director, hold 123,750 of these options, which were granted in
January 1999 at an exercise price of $36.00 per share. RGA's outside directors
hold 13,500 options, which were granted in May 1999, at an exercise price of
$29.94. The exercise price is equal to the fair market value of the Non-Voting
Common Stock as of the date the options were granted. The Company currently
expects that all outstanding options to purchase shares of Non-Voting Common
Stock will be converted on a one-for-one basis into options to purchase shares
of Voting Common Stock.
No Fractional Shares To be Issued
No fractional shares will be issued in connection with the
recapitalization amendment. Rather, holders of Non-Voting Common Stock
who would otherwise be entitled to receive a fraction of a share of
Voting Common Stock (after taking into account all certificates held by
such shareholder) will receive in lieu thereof cash (without interest)
in an amount equal to such fractional part of a share of Voting Common
Stock multiplied by the closing sales price of Voting Common Stock on
the date the recapitalization amendment is filed with the Missouri
Secretary of State. No holder of Non-Voting Common Stock will be
entitled to dividends, voting rights or any other rights as a
shareholder in respect of any fractional share.
Issuance of New Stock Certificates
Promptly after the effective time of the recapitalization
amendment, ChaseMellon Shareholder Services, L.L.C., as RGA's transfer
agent ("ChaseMellon"), will mail to each record holder of Non-Voting
Common Stock instructions and transmittal materials for effecting the
surrender of stock certificates representing shares of the Non-Voting
Common Stock in exchange for replacement certificates representing the
number of whole shares of Voting Common Stock into which such shares of
the Non-Voting Common Stock have been converted.
SHAREHOLDERS ARE REQUESTED NOT TO SEND ANY STOCK CERTIFICATES WITH
THE ENCLOSED PROXY, AND NOT TO SURRENDER STOCK CERTIFICATES FOR
EXCHANGE, UNTIL THEY RECEIVE SUCH TRANSMITTAL MATERIALS FROM THE
TRANSFER AGENT.
After receipt of the transmittal materials from ChaseMellon, the
transfer agent, shareholders may complete and return such materials to
ChaseMellon, along with the certificate or certificates representing
their shares of the Non-Voting Common Stock. Upon delivery of such
materials and certificates to ChaseMellon, by a shareholder, the
shareholder will be entitled to receive a new stock certificate
representing the number of whole shares of Voting Common Stock into
which such shares of the Non-Voting Common Stock have been converted (as
represented by the certificate or certificates surrendered to
ChaseMellon), and, where applicable, a check for the amount (without
interest) representing the value of any fractional shares. Until
surrendered, each stock certificate will represent for all purposes the
number of whole shares of Voting Common Stock into which the shares
represented by such certificate were converted, as determined by
ChaseMellon's records. Such shareholders will be entitled to vote at
any shareholder meetings (to the extent permitted by law) and to receive
any dividends or other distributions on the Voting Common Stock.
8
<PAGE>
<PAGE>
Change in Registration of Stock Certificates
If you would like any new certificates representing shares of
Voting Common Stock to be issued in a name or number of shares other
than that in which or in respect of which the surrendered certificate
for Non-Voting Common Stock is registered, you must deliver to
ChaseMellon, all documents necessary to evidence and effect such
transfer (with signature guarantees) and pay to ChaseMellon, any
transfer or other taxes required by reason thereof or establish to its
satisfaction that such taxes have been paid or are not applicable.
Lost or Stolen Stock Certificates
If your certificate representing shares of Non-Voting Common Stock
has been lost, stolen or destroyed, you must provide to ChaseMellon an
affidavit of that fact. Additionally we may require you to furnish a
bond to indemnify us against any claim that may be made with respect to
the certificate that is alleged to have been lost, stolen or destroyed.
After satisfying these steps, ChaseMellon will issue a new certificate
representing the number and class of shares into which the shares
represented by such certificate were converted pursuant to the
recapitalization amendment.
9
<PAGE>
<PAGE>
COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of May 31, 1999, certain stock
ownership information with respect to: (1) each person known to RGA to
be the beneficial owner of 5% or more of RGA's outstanding Voting Common
Stock or Non-Voting Common Stock, and (2) certain information with
respect to the ownership of Voting Common Stock and Non-Voting Common
Stock by (i) each director of RGA, (ii) each executive officer of RGA
named in the Summary Compensation Table of RGA's Proxy Statement for its
1999 Annual Meeting, and (iii) all directors and executive officers as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
CLASS OF OF PERCENT
BENEFICIAL OWNER COMMON STOCK BENEFICIAL OWNERSHIP OF CLASS
---------------- ------------ -------------------- --------
<S> <C> <C> <C>
PRINCIPAL SHAREHOLDERS:
GenAmerica Corporation Voting 24,131,250<F1> 63.6%
700 Market Street Non-Voting - -
St. Louis, Missouri 63101
American Century Investment Management, Inc. Voting 386,250<F2> 1.0%
4500 Main Street Non-Voting 523,500<F2> 7.1%
Twentieth Century Tower
Kansas City, Missouri 64111
Franklin Resources, Inc. Voting 1,236,642<F2> 3.3%
777 Mariners Island Boulevard Non-Voting 382,000<F2> 5.2%
San Mateo, California 94404
Warburg Pincus Asset Management Voting 22,500<F2> 0.06%
400 Bellevue Parkway Non-Voting 1,466,000<F2> 19.8%
Wilmington, Delaware 19809
Taube Hodson Stonex Partners Limited Voting 219,300<F2> 0.6%
27 St. James Place Non-Voting 832,800<F2> 11.2%
London SW1A 1NR
England
DIRECTORS AND NAMED EXECUTIVE OFFICER:
A. Greig Woodring, Director, President, and Chief Voting 83,080<F3> <F*>
Executive Officer Non-Voting -
J. Cliff Eason, Director Voting 6,750<F4> <F*>
Non-Voting -
Bernard A. Edison, Director Voting 15,750<F4> <F*>
Non-Voting 12,000<F5> <F*>
Stuart Greenbaum, Director Voting 4,948<F4> <F*>
Non-Voting -
Richard A. Liddy, Chairman Voting 96,750<F6> <F*>
Non-Voting 5,500<F6> <F*>
10
<PAGE>
<PAGE>
<CAPTION>
AMOUNT AND NATURE
CLASS OF OF PERCENT
BENEFICIAL OWNER COMMON STOCK BENEFICIAL OWNERSHIP OF CLASS
---------------- ------------ -------------------- --------
<S> <C> <C> <C>
William A. Peck, Director Voting 5,175<F4> <F*>
Non-Voting -
Leonard M. Rubenstein, Director Voting 19,275<F7> <F*>
Non-Voting -
William P. Stiritz, Director Voting 362,375<F8> <F*>
Non-Voting -
H. Edwin Trusheim, Director Voting 11,250<F4> <F*>
Non-Voting -
David B. Atkinson, Executive Vice President Voting 50,199<F9> <F*>
and Chief Operating Officer Non-Voting 6,750<F10> <F*>
Jack B. Lay, Executive Vice President and Chief Voting 24,640<F11> <F*>
Financial Officer Non-Voting 6,750<F10> <F*>
Andre St-Amour, President, RGA Life Reinsurance Voting 28,173<F12> <F*>
Company of Canada Non-Voting -
Graham Watson, Executive Vice President Voting 16,348<F13> <F*>
and Chief Marketing Officer Non-Voting -
All directors and executive officers Voting 830,420<F14> 2.2%
as a group (22 persons) Non-Voting 28,411<F15> 0.4%
<FN>
- ---------------------
<F*> Less than one percent.
<F1> Shares beneficially owned by General American Mutual Holding
Company ("GAMHC") are held by Equity Intermediary Company, a
wholly-owned subsidiary of General American Life Insurance
Company ("General American"). General American is a wholly-
owned subsidiary of GenAmerica Corporation, which is a
wholly-owned subsidiary of GAMHC. Mr. Liddy is also a
director and executive officer of GAMHC, GenAmerica
Corporation and General American, and Mr. Woodring is an
executive officer of General America. Messrs. Edison and
Stiritz are directors of GAMHC, GenAmerica Corporation and
General American. These individuals disclaim beneficial
ownership of the shares beneficially owned by GAMHC.
<F2> Based upon information provided to the Company by the named
beneficial owner at the Company's request.
<F3> Includes 40,463 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days. Also
includes 15,000 shares of restricted Voting Common Stock,
that are subject to forfeiture in accordance with the terms
of the specific grant, as to which Mr. Woodring has no
investment power.
11
<PAGE>
<PAGE>
<F4> Includes 4,500 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days.
<F5> Includes 3,000 shares of Non-Voting Common Stock held by a
general partnership in which Mr. Edison holds an ownership
interest and for which he has sole voting and investment
power. Mr. Edison disclaims beneficial ownership except to
the extent of his pecuniary interest therein. Included also
are 6,000 shares of Non-Voting Common Stock held by his wife
and for which Mr. Edison has no voting or investment power
and 3,000 shares held in a trust of which Mr. Edison is co-
trustee. Mr. Edison disclaims beneficial ownership of such
shares.
<F6> Includes 74,250 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days. Also
includes 5,550 shares of Non-Voting Common Stock and 22,500
shares of Voting Common Stock held in a joint account with
Mr. Liddy's wife, an account over which he has shared voting
and investment power.
<F7> Represents shares of Voting Common Stock subject to stock
options that are exercisable within 60 days.
<F8> Includes 4,500 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days. Mr.
Stiritz disclaims beneficial ownership of a total of 91,675
shares of Voting Common Stock held by his wife and son.
<F9> Includes 22,254 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days and 2,250
shares held by Mr. Atkinson's children.
<F10> Shares of restricted Non-Voting Common Stock that are
subject to forfeiture in accordance with the terms of the
specific grant, as to which the holder has no investment
power.
<F11> Includes 22,840 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days and 1,800
shares jointly owned with Mr. Lay's wife.
<F12> Includes 22,924 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days.
<F13> Includes 10,161 shares of Voting Common Stock subject to
stock options that are exercisable within 60 days and 6,187
shares owned by Intercedent Limited, a Canadian corporation
of which Mr. Watson has a majority ownership interest.
<F14> Includes a total of 310,375 shares of Voting Common Stock
subject to stock options that are exercisable within 60
days; 15,000 shares of restricted Voting Common Stock that
are subject to forfeiture in accordance with the terms of
the specific grant, as to which the individual has no
investment power; and shares for which ownership has been
disclaimed as described above.
<F15> Includes 13,500 shares of restricted Non-Voting Common
Stock, subject to forfeiture in accordance with the terms of
the specific grant, as to which the individuals have no
investment power.
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company was incorporated in December 1992, at which time it
was owned 100% by General American Life Insurance Company ("General
American"). In May 1993, RGA completed an initial public offering of its
Voting Common Stock (the "IPO"). General American retains beneficial
ownership of approximately 63.6% of RGA's Voting Common Stock, and
approximately 53% of all outstanding stock.
12
<PAGE>
<PAGE>
RGA was organized as a Missouri corporation in 1992 to serve as a
holding company for reinsurance operations formerly conducted by General
American through its reinsurance division. RGA Re, a wholly owned
subsidiary of RGA, and its predecessor, the reinsurance division of
General American, have been engaged in the business of life reinsurance
since 1973. Initially, all reinsurance agreements were with General
American, which retroceded to RGA Re in 1993 all of its U.S. life
reinsurance pursuant to a written agreement (the "General American
Retrocession Agreement"). Since the IPO, substantially all reinsurance
agreements between General American and the underlying ceding companies
have been transferred to RGA Re. Additionally, RGA Re has established
its own client base and assumes reinsurance directly.
The Company beneficially owns 100% of RGA Life Reinsurance Company
of Canada ("RGA Canada"). RGA Canada directly reinsures or administers
all of RGA's Canadian reinsurance business. Amounts in excess of RGA
Canada's retention limit are retroceded to General American pursuant to
a retrocession agreement and then retroceded by General American to RGA
Re.
General American and RGA Re entered into a marketing agreement
effective January 1, 1993 whereby General American agreed to amend and
terminate its assumed and retrocession reinsurance agreements only at
RGA Re's direction, thus giving RGA Re the contractual right to direct
future changes to existing reinsurance agreements. Under the terms of
the marketing agreement, General American further agreed to enter into
additional reinsurance agreements as a reinsurer only at RGA Re's
direction. In consideration of its services under the marketing
agreement and in recognition of its continuing liability under the
reinsurance agreements retroceded to RGA Re pursuant to the General
American Retrocession Agreement, General American charges RGA Re an
annual amount, payable in quarterly installments, equal to 0.25% of
specified policy-related liabilities that are associated with existing
and future treaties written by General American for the benefit of RGA
Re. The specified policy-related liabilities on which the marketing fee
is based consist of gross reserves for reinsurance assumed by General
American plus gross policy and contract claim liabilities related
thereto, less (i) reserve credits taken for reinsurance retroceded, (ii)
the reinsurance-retroceded component of policy and contract claims, and
(iii) total policy loans outstanding for reinsurance assumed by General
American, as such items are reflected on the statutory financial
statements. The marketing agreement expires on January 1, 2000. RGA Re
may, at its sole option, terminate the marketing agreement at any time.
The Company paid General American approximately $95,000 for its services
under the marketing agreement in 1998.
General American entered into a tax allocation agreement with RGA
Re in October 1992, a tax allocation agreement with RGA in January 1993,
and a tax sharing agreement with RGA and RGA Re in January 1993. The tax
allocation agreements, among other things, generally provide that the
tax liability of the General American federal consolidated tax return
group, during the period that RGA or RGA Re were members of that group,
will be allocated among the members of the group in proportion to their
separately calculated tax liability. The agreements also provide that
any savings resulting from the tax benefits of a particular member will
be paid to that member, rather than accruing to the benefit of the other
members. The tax sharing agreement, among other things, requires that
certain payments be made between RGA or RGA Re and General American in
the event there is a change in pre-IPO tax liabilities of RGA or RGA Re
and provides that General American may settle any number of individual
proposed adjustments in an amount less than or equal to $50,000 without
the consent of the other party. In addition, under the tax sharing
agreement, General American indemnifies RGA and RGA Re against any tax
liabilities of the General American federal consolidated tax return
group that are not attributable to either RGA or RGA Re; and RGA Re and
RGA will indemnify General American against any tax liabilities of RGA
or RGA Re.
Under two administrative services agreements entered into as of
January 1, 1993, General American has agreed to provide RGA and RGA Re,
at their request, certain management and administrative services, such
as legal, treasury, employee benefit, payroll and personnel services.
RGA and RGA Re pay General American a monthly fee based on General
American's actual cost, computed in accordance with General American's
current cost accounting system. Each agreement is terminable by either
party on 90 days' written notice. General American has agreed to provide
similar services to RGA Canada pursuant to a management agreement
effective January 1, 1993. The cost of services provided by General
American under these agreements in 1998 was approximately $2,717,000.
Under separate investment advisory agreements, Conning Asset
Management Company ("Conning"), a majority-owned subsidiary of General
American, manages certain investment portfolios of RGA, RGA Re, RGA
13
<PAGE>
<PAGE>
Canada, RGA Australian Holdings, PTY, Limited and RGA Reinsurance
Company (Barbados) Ltd. and services commercial mortgages on behalf of
RGA Re. The Company made payments to Conning of approximately $2,873,000
for investment advisory services in 1998. As part of its investment
advisory services, Conning also originates commercial mortgages on
behalf of RGA Re. Conning generally receives a fee associated with the
origination of such loans in the amount of 1% of the loan balance, which
is paid by the borrower. Separate from the investment advisory
agreements, Conning also manages a series of private investment funds in
which RGA has invested from time to time. Conning receives a management
fee and a specified percentage of the funds' net gains, which are paid
by the funds. RGA's investments in such funds totaled approximately
$2,954,000 as of December 31, 1998.
The Company conducts its business primarily from premises leased
by RGA Re from General American. RGA Re made rental payments to General
American principally for office space and equipment of approximately
$1,628,000 in 1998.
The Company has direct policies and reinsurance agreements with
General American and certain of its subsidiaries. These agreements are
terminable by either party on 90 days' written notice with respect to
new business only. The Company reflected earned gross premiums pursuant
to these agreements of approximately ($1,690,000) in 1998. The earned
premiums reflect the net of business assumed from and ceded to General
American and its subsidiaries. The stable value products reinsured by
RGA are also General American products. Deposits from stable value
products totaled approximately $700,900,000 in 1998. In addition, RGA
entered into annuity reinsurance transactions during 1998 with Cova
Financial Services Life Insurance Company, a subsidiary of General
American. Deposits related to this business were approximately
$112,700,000 as of December 31, 1998.
Pursuant to a marketing agreement, RGA utilized the services of
Insource Limited and its predecessor ("Insource") to conduct certain
marketing-related services in particular geographic regions until
December 1, 1996. Graham Watson, an executive officer of RGA and an
officer and director of certain of RGA's subsidiaries, is non-executive
Chairman of and has an approximate 75% equity interest in Intercedent
Limited which owns approximately 50% of the Non-Voting special shares of
Insource. Intercedent Limited is entitled to receive up to 50% of
Insource's revenues relating to business generated on behalf of RGA. The
Company paid Insource approximately $422,100 during 1998 pursuant to
this agreement. The agreement was terminated with respect to new
business effective December 31, 1996, although RGA continues to pay for
certain business generated prior to such date. In addition, prior to
April 1, 1996, RGA paid Intercedent Limited a production bonus based on
premiums generated through its Canadian subsidiaries. Since April 1,
1996, this bonus is paid directly to Mr. Watson.
General American, RGA and RGA Re were parties to a shareholders'
agreement with the minority shareholders of Fairfield Management Group,
Inc. ("Fairfield"), formerly a subsidiary of RGA Re. The shareholders'
agreement provided, among other things, that the minority shareholders
(who collectively owned 4,900 shares of Fairfield) had the right, at any
time after December 31, 1997, to put all of their shares in Fairfield to
RGA at the greater of $504.40 per share or the then current adjusted
book value per share of Fairfield (the "Modified Book Value Price"), or
to convert all of their shares into Voting Common Stock of RGA at a
conversion ratio based on the aforementioned price and the then-current
value of RGA Voting Common Stock, provided that such conversion would
not reduce General American's ownership interest in RGA below 51%. The
minority shareholders exercised their put options effective January 1,
1998, for which RGA paid a total of $4,356,873.
14
<PAGE>
<PAGE>
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 periods indicated the high and low sales prices and
dividends per share of Voting Common Stock and Non-Voting Common Stock.
Dividends are paid in equal amounts per share of Voting Common Stock and
Non-Voting Common Stock. The Non-Voting Common Stock was originally
issued in June of 1998. For current price information, you are urged to
consult publicly available sources.
<TABLE>
<CAPTION>
NON-VOTING DIVIDENDS
VOTING COMMON STOCK COMMON STOCK ---------
------------------- ------------ (ADJUSTED
---------
FOR STOCK
---------
SPLIT)
------
HIGH LOW HIGH LOW
---- --- ---- ---
<S> <C> <C> <C> <C> <C>
1998:
First Quarter $34.29 $25.08 $ - $ - $.04
Second Quarter 39.42 31.08 34.33 31.42 .04
Third Quarter 42.08 33.00 37.75 30.58 .05
Fourth Quarter 47.08 33.04 40.92 28.71 .05
1999:
First Quarter 49.17 38.92 41.75 31.94 .05
Second Quarter (through June 29) 44.25 34.25 34.88 28.50 .05
Second Quarter (after June 29) 36.00 34.75 33.88 29.69 -
Third Quarter (through July 19) 40.75 35.31 39.25 33.25 -
</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 as of June 29, 1999, which was the last full trading day
before the public announcement of the proposed recapitalization
amendment, and as of July 19, 1999, which was the last full trading
day for which such information was 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
July 19, 1999 39.75 38.50 38.44 37.44 38.56 37.35
</TABLE>
Currently there are no shares of RGA preferred stock issued and
outstanding. Accordingly, its sale price and market value information
has not been included in this document.
15
<PAGE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following is a summary of our capital stock and highlights
some of the provisions of our Restated Articles of Incorporation, as
amended. Since the terms of our Restated Articles of Incorporation may
differ from the general information we are providing, you should only
rely on the actual provisions of the Restated Articles of Incorporation.
If you would like to read the Restated Articles of Incorporation, they
are on file with the SEC or you may request a copy from us.
GENERAL
Our authorized capital stock consists of 75,000,000 shares of
Voting Common Stock, par value $0.01 per share; 20,000,000 shares of
Non-Voting Common Stock, par value $0.01 per share, and 10,000,000
shares of preferred stock, par value $0.01 per share. As of July 19,
1999, there were 37,935,044 shares of Voting Common Stock and 7,417,496
shares of Non-Voting Common Stock outstanding. In addition, options to
purchase 1,365,428 shares of Voting Common Stock and 351,593 shares of
Non-Voting Common Stock are issued and outstanding. We describe each of
these classes of stock in more detail below.
NON-VOTING COMMON STOCK
If the recapitalization amendment is approved and the
recapitalization is consummated, the provisions of our Restated Articles
of Incorporation described below with respect to the Non-Voting Common
Stock will be deleted from Article III of our Restated Article of
Incorporation (See Annex I).
Voting Matters
Holders of Non-Voting Common Stock are not entitled to vote except
as otherwise required by law. Consequently, holders of Non-Voting
Common Stock are not entitled to elect directors or vote on other
matters customarily decided by shareholders, such as mergers,
consolidations or the sale of all or substantially all of RGA's assets.
The Non-Voting Common Stock is, however, convertible into Voting Common
Stock under certain circumstances described under "--Conversion of Non-
Voting Common Stock" on page 17. Under current Missouri law, holders
of Non-Voting Common Stock are entitled to vote as a class upon a
proposed amendment to our Restated Articles of Incorporation if the
amendment would:
* increase or decrease the aggregate number of authorized
shares of the Non-Voting Common Stock,
* increase or decrease the par value of the Non-Voting Common
Stock,
* create a new class of shares having rights and preferences
prior or superior to the Non-Voting Common Stock,
* increase the rights and preferences or the number of
authorized shares of any class having rights and preferences
prior or superior to the Non-Voting Common Stock, or
* alter or change the powers, preferences, or special rights
of the Non-Voting Common Stock so as to affect the Non-
Voting Common Stock adversely.
A merger or consolidation involving RGA, in and of itself, is not
deemed to involve a proposed amendment to the Restated Articles of
Incorporation for these purposes.
On matters brought before the shareholders of RGA on which the
Non-Voting Common Stock is entitled to vote, holders of Non-Voting
Common Stock are entitled to one vote for each share of Non-Voting
Common Stock.
Dividends And Other Distributions
The Non-Voting Common Stock is equal to the Voting Common Stock
with respect to dividends and other distributions in cash, property, or
shares of stock of RGA (including distributions in connection with any
recapitalization), except as described below. We have the sole
discretion to declare any payment of cash dividends and will not
guarantee that dividends will be declared and paid on a regular basis.
If we decide to pay dividends (or
16
<PAGE>
<PAGE>
other distributions) payable in shares of RGA, we will make payments to
all holders of Voting Common Stock and Non-Voting Common Stock and only:
* in shares of Non-Voting Common Stock to the holders of both
classes of stock,
* in shares of Voting Common Stock to the holders of Voting
Common Stock and in shares of Non-Voting Common Stock to the
holders of Non-Voting Common Stock, or
* in shares of any other authorized class or series of capital
stock to the holders of both classes of Common Stock,
regardless of the fair market value of the shares received
in payment of the dividend or other distribution.
In addition, we may pay dividends (or other distributions) in:
* securities convertible into Voting Common Stock or options
to acquire Voting Common Stock to holders of either class of
Common Stock, or
* (1) securities convertible into Voting Common Stock or
options to acquire Voting Common Stock to the record holders
of Voting Common Stock, and (2) securities convertible into
Non-Voting Common Stock or options to acquire Non-Voting
Common Stock to the record holders of the Non-Voting Common
Stock.
We will not split, subdivide or combine either Voting Common Stock
or Non-Voting Common Stock unless the other class is proportionately
split, subdivided or combined. However, we may issue rights pursuant to
shareholder rights plans which entitle holders of rights who are not
"acquiring persons" to purchase shares or other securities at a below-
market price if certain events occur. We may distribute these rights as
a dividend pursuant to such a plan upon shares of either class of
capital stock without a corresponding dividend distribution upon shares
of the other class.
Conversion of Non-Voting Common Stock
You may not currently convert your Non-Voting Common Stock into
Voting Common Stock or any other security of RGA.
The Non-Voting Common Stock would automatically convert into
Voting Common Stock on a share-for-share basis if, as a result of the
existence of the Non-Voting Common Stock, either class of capital stock
or both classes become excluded from trading on all principal national
securities exchanges and from quotation on The Nasdaq Stock Market's
National Market or any other comparable national quotation system then
in use. In addition, all outstanding shares of Non-Voting Common Stock
would automatically convert into Voting Common Stock, on a share-for-
share basis, if at any time the number of outstanding shares of Voting
Common Stock as reflected on our stock transfer books is less than 10%
of the total number of outstanding shares of both classes of capital
stock. If we repurchase any shares of Voting Common Stock or Non-Voting
Common Stock, as of the date of repurchase, we would no longer deem
those shares "outstanding" for purposes of automatic conversion.
If the Non-Voting Common Stock automatically converts into Voting
Common Stock, certificates that formerly represented outstanding shares
of Non-Voting Common Stock would then be deemed to represent the same
number of shares of Voting Common Stock, and all shares of Voting Common
Stock and Non-Voting Common Stock authorized by RGA's Restated Articles
of Incorporation will be deemed to be shares of Voting Common Stock.
17
<PAGE>
<PAGE>
Business Combinations; Dissolution
In the event we merge, consolidate, combine or engage in a similar
transaction with another entity (whether or not we survive) or if we
liquidate, dissolve or wind up RGA, holders of Non-Voting Common Stock
would be entitled to receive the same per share consideration as all
holders of either class of capital stock. However, in any such
transaction, shareholders of RGA may receive capital stock of the
surviving company that has terms substantially similar to the terms of
RGA stock such shareholders own. For example, the surviving company
could have two classes of common stock, and could upon the completion of
the merger or consolidation issue voting shares to the holders of RGA
Voting Common Stock and non-voting shares to the holders of RGA Non-
Voting Common Stock.
Other Non-Voting Common Stock Protections
In the event a person attempts to gain control of or to take over
RGA, a two-prong provision in Article Three of our Restated Articles of
Incorporation attempts to reduce the possibility of the unfair treatment
of holders of the Non-Voting Common Stock. The provision may also have
an anti-takeover effect.
The first prong states that if anyone acquires more than 15% of
the outstanding Voting Common Stock and does not acquire a percentage of
outstanding Non-Voting Common Stock at least equal to the excess of the
percentage of Voting Common Stock that the person acquired over the 15%
threshold, then the person may not vote the excess percentage of Voting
Common Stock. For example, if a person acquires 20% of the outstanding
Voting Common Stock but acquires no Non-Voting Common Stock, that person
would be unable to vote the 5% of the Voting Common Stock acquired in
excess of the 15% threshold. The person will remain unable to vote the
excess Voting Common Stock under our Restated Articles of Incorporation
until such time as the person has satisfied the requirements of the
provision.
The second prong is an "equitable price" requirement designed to
prevent a person from paying a discounted price for the Non-Voting
Common Stock required to be purchased by the acquiring person under the
first prong. Under our Restated Articles of Incorporation, an equitable
price has been paid for shares of Non-Voting Common Stock only when they
have been acquired at a price at least equal to the greater of:
* the highest per share price paid by the acquiring person for
any Voting Common Stock acquired within the 60-days before
or after the person acquired the Non-Voting Common Stock, or
* the highest closing market sale price of a share of Voting
Common Stock during the 30-days before the person acquired
the Non-Voting Common Stock.
We would in good faith determine the value of any non-cash
consideration paid for the Non-Voting Common Stock. We would determine
the highest closing market sale price from the Composite Tape for the
New York Stock Exchange or another securities exchange or other
quotation system which is the principal trading market for either the
Voting Common Stock or the Non-Voting Common Stock. If no quotations are
available, we would in good faith determine the highest closing market
sale price from the fair market value of a share of Voting Common Stock
during the 30 days prior to the purchase. As a practical matter, a
person seeking to acquire control of RGA must buy the Voting Common
Stock and Non-Voting Common Stock at virtually the same time and at the
same price, for example through a tender offer, to ensure that the
acquiring person could vote the Voting Common Stock acquired in excess
of 15%.
This two-prong provision does not prevent any person or group from
acquiring a significant interest in RGA, although they must comply with
the provisions if they wish to vote the excess shares of Voting Common
Stock acquired. The provision could make an acquisition of a significant
interest in RGA more expensive than if the provision did not exist.
Consequently, a person or group might be deterred from acquiring a
significant or controlling interest in RGA as a result of such
provision.
Under this two-prong provision, an acquisition includes any shares
that a person acquires directly or indirectly, in one transaction or a
series of transactions, or with respect to which that person acts or
agrees to act in
18
<PAGE>
<PAGE>
concert with any other person. Unless there are affirmative attributes
of concerted action, however, "acting or agreeing to act in concert with
any other person" will not include actions or agreements by persons
acting in their official capacities as directors or officers of RGA or
actions by persons merely because they are related by blood or marriage.
Also, an acquisition of Voting Common Stock does not include shares
acquired:
(1) pursuant to contracts which existed prior to May 27, 1998,
(2) by bequest or inheritance, by operation of law upon the
death of any individual, or by any other transfer without
valuable consideration, including a gift that is made in
good faith and not for purposes of circumventing the two-
prong provision,
(3) upon issuance or sale by RGA,
(4) by operation of law (including a merger or consolidation to
recapitalize or reincorporate in another jurisdiction any
person, including RGA, but excluding a merger or
consolidation to acquire another person), and
(5) by a plan of RGA qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended, or acquired from
a distribution from a plan.
Thus, a person may exercise options that we granted under any
stock option plan prior to May 27, 1998 without triggering the two-prong
provision because the exercise would be pursuant to a preexisting
contract.
The provisions do not apply to:
* any increase in a shareholder's percentage ownership of
Voting Common Stock which results from a change in the
total number of shares of Voting Common Stock outstanding,
because we have repurchased Voting Common Stock since you
last acquired Voting Common Stock, or
* transfers of Voting Common Stock from General American
Mutual Holding Company, the ultimate parent of GenAmerica,
or any direct or indirect subsidiary of General American
Mutual Holding Company, to General American Mutual Holding
Company or any direct or indirect subsidiary of General
American Mutual Holding Company. The two-prong provision
also provides that if the voting power of any shares of
Voting Common Stock cannot be exercised pursuant to the
two-prong provision, those shares of Voting Common Stock
will not be included in the determination of the voting
power of RGA for any purposes under our Restated Articles of
Incorporation or under the Missouri General and Business
Corporation Law.
Transferability
Like the Voting Common Stock, the Non-Voting Common Stock is
freely transferable, and except for federal and state securities law
restrictions on directors, officers and other affiliates of RGA and on
persons holding "restricted" stock, shareholders are not restricted in
their ability to sell or transfer shares of Non-Voting Common Stock.
Issuances And Repurchases Of Stock
Article Three of our Restated Articles of Incorporation expressly
authorizes us, in our discretion and as otherwise permitted by law, to
issue and sell all or any part of any class of stock authorized, at any
time, in any amounts and manner, to persons, firms, associations or
corporations, and for such consideration, whether in cash, property or
otherwise, as we choose, whether or not we could receive greater
consideration upon the issue or sale of the same number of shares of
another class.
Article Three of our Restated Articles of Incorporation also
expressly authorizes us to purchase shares of any one class or any
combination of classes of Voting Common Stock regardless of differences
among the classes in
19
<PAGE>
<PAGE>
price and other terms under which the shares may be purchased.
Therefore, we could purchase Voting Common Stock even if we would pay
less consideration for Non-Voting Common Stock.
Preemptive Rights
The Non-Voting Common Stock does not carry any preemptive rights
which would enable holders to subscribe for or receive shares of any
class of RGA's stock or any other securities convertible into shares of
any class of RGA's stock.
VOTING COMMON STOCK
All of our outstanding shares of Voting Common Stock are fully
paid and nonassessable. Subject to the prior rights of the holders of
any shares of preferred stock which later may be issued and outstanding,
holders of Voting Common Stock are entitled to receive dividends as and
when declared by us out of legally available funds, and, if we
liquidate, dissolve, or wind up RGA, to share ratably in all remaining
assets after we pay liabilities. Each holder of Voting Common Stock is
entitled to one vote for each share held of record on all matters
presented to a vote of shareholders, including the election of
directors. Holders of Voting Common Stock have no cumulative voting
rights or preemptive rights to purchase or subscribe for any stock or
other securities and there are no conversion rights or redemption or
sinking fund provisions for the Voting Common Stock. We may issue
additional shares of authorized Voting Common Stock without shareholder
approval, subject to applicable rules of the New York Stock Exchange.
PREFERRED STOCK
We may issue any of our authorized preferred stock from time to
time at our discretion without your approval. We have the authority to
prescribe for each series of preferred stock we establish:
* the number of shares in that series,
* the dividend rate,
* the voting rights,
* the conversion privileges,
* the redemption and liquidation rights, if any, and
* any other rights, preferences, and limitations for that
series.
Depending upon the rights of holders of the preferred stock, an
issuance of preferred stock could adversely affect holders of Voting
Common Stock and Non-Voting Common Stock by delaying or preventing a
change of control of RGA, making removal of the management of RGA
difficult, or restricting the payment of dividends and other
distributions to the holders of Voting Common Stock and Non-Voting
Common Stock. Except as otherwise contemplated by the shareholder rights
plan described below, we presently have no intention to issue any shares
of preferred stock.
CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK
If we complete the recapitalization amendment, we will have
approximately 29,731,000 shares of Voting Common Stock and 10,000,000
shares of preferred stock available for future issuance by us without
shareholder approval, subject to applicable rules of the New York Stock
Exchange. We may issue these additional shares for a variety of
corporate purposes, including raising additional capital, corporate
acquisitions, and employee benefit plans. Except as contemplated by the
RGA Flexible Stock Plan, the shareholder rights plan, and other possible
employee benefit or stock purchase plans, we do not currently have any
plans to issue additional shares of common or preferred stock. See
"--Rights Plan" below.
20
<PAGE>
<PAGE>
The existence of unissued and unreserved Voting Common Stock, Non-
Voting Common Stock and preferred stock may enable us to issue shares to
persons who are friendly to current management, which could discourage
an attempt to obtain control of RGA through a merger, tender offer,
proxy contest, or otherwise, and protect the continuity of management
and possibly deprive you of opportunities to sell your shares at prices
higher than the prevailing market prices. We could also use additional
shares to dilute the stock ownership of persons seeking to obtain
control of RGA pursuant to the operation of the rights plan or
otherwise. See also "--Certain Charter and Bylaw Provisions beginning
on page 24."
RIGHTS PLAN
Under our shareholder rights plan, we authorized the issuance of
one preferred stock purchase right for each outstanding share of Voting
Common Stock and Non-Voting Common Stock. The rights agreement, as
amended, between RGA and ChaseMellon Shareholder Services, L.L.C., as
rights agent, contains the terms of the shareholder rights plan. Since
the terms of our shareholder rights plan are more extensive than the
general summary information we are providing, you should only rely on
the actual provisions of the rights agreement. If you would like to
read the rights agreement, it is on file with the SEC or you may request
a copy from us.
Exercisability of Rights
Under the rights agreement, one right, attaches to each
outstanding share of Voting Common Stock and Non-Voting Common Stock
and, when exercisable, entitles the registered holder to purchase from
RGA one one-hundred fiftieth (1/150th) of a share of Series A preferred
stock at an initial purchase price of $130 per one one-hundredth
(1/100th) of a share, subject to customary antidilution adjustments.
For a description of the terms of the Series A preferred stock, see
"Description of Capital Stock--Series A Preferred Stock" below.
The rights will not become exercisable until the earlier of:
* 10 business days following a public announcement that a
person or group, other than GenAmerica and certain related
persons, has become the beneficial owner of securities
representing 20% or more of the voting power of Voting
Common Stock;
* 10 business days after RGA first determines that a person or
group, other than GenAmerica and certain related persons,
has become the beneficial owner of securities representing
20% or more of the voting power of Voting Common Stock; or
* 10 business days following the commencement of, or the
announcement of an intention to commence, a tender offer or
exchange offer that would result in a person or group, other
than GenAmerica and certain related persons, becoming the
beneficial owner of securities representing 20% or more of
the voting power of Voting Common Stock (or such later date
as our board of directors may determine, but in no event later
than the date that any person or group actually becomes such
an owner).
Additionally, at any time a person or a group, other than
GenAmerica and certain related persons, has become the beneficial owner
of securities representing 20% or more of the voting power of Voting
Common Stock, and RGA has registered the securities subject to the
rights under the Securities Act of 1933, the flip-in feature of the
rights or, at the discretion of our board of directors, the exchange
feature of the rights, may be exercised by any holder, except for such
person or group. A summary description of each of these features
follows:
"Flip In" Feature
In the event a person or group, other than GenAmerica and certain
related persons, becomes the beneficial owner of securities representing
20% or more of the voting power of Voting Common Stock, each holder of a
right, except for such person or group, will have the right to acquire,
upon exercise of the right, instead of one one-hundred
21
<PAGE>
<PAGE>
fiftieth (1/150th) of a share of Series A preferred stock, shares of RGA
Voting Common Stock having a value equal to twice the exercise price of
the right. For example, if we assume that the initial purchase price of
$130 per one one-hundredth (1/100th) of a share of Series A Preferred
Stock is in effect on the date that the flip-in feature of the right is
exercised, any holder of a right, except for the person or group that
has become the beneficial owner of securities representing 20% or more
of the voting power of Voting Common Stock, can exercise three of his or
her rights by paying RGA $260 in order to receive from RGA shares of
Voting Common Stock having a value equal to $520.
"Exchange" Feature
At any time after a person or group, other than GenAmerica and
certain related persons, becomes the beneficial owner of securities
representing 20% or more, but less than 50%, of the voting power of
Voting Common Stock, our board of directors may, at its option:
* exchange all or some of the rights held by holders of RGA
Voting Common Stock, except for those held by such person
or group, for RGA Voting Common Stock at an exchange ratio
of one share of Voting Common Stock per right, and cash
instead of fractional shares, if any; and
* exchange all or some of the rights held by holders of RGA
Non-Voting Common Stock, except for those held by such
person or group, for RGA Non-Voting Common Stock at an
exchange ratio of one share of Non-Voting Common Stock per
right, and cash instead of fractional shares, if any.
Use of this exchange feature means that eligible rights holders would
not have to pay a purchase price before receiving shares of Voting
Common Stock.
"Flip Over" Feature
In the event RGA is acquired in a merger or other business
combination transaction or 50% or more of the assets or earning power of
RGA and its subsidiaries, taken as a whole, is sold, each holder of a
right, except for a person or group, other than GenAmerica and certain
related persons, that is the beneficial owner of securities representing
20% or more of the voting power of Voting Common Stock, will have the
right to receive, upon exercise of the right, the number of shares of
the acquiring company's capital stock with the greatest voting power
having a value equal to two times the exercise price of three rights.
Redemption of Rights
At any time before the earlier to occur of:
* public disclosure that a person or group, other than
GenAmerica and certain related persons, has become the
beneficial owner of securities representing 20% or more of
the voting power of Voting Common Stock; or
* RGA's determination that a person or group, other than
GenAmerica and certain related persons, has become the
beneficial owner of securities representing 20% or more of
the voting power of Voting Common Stock,
our Board of Directors may redeem all the rights at a redemption price
of $0.0067 per right, subject to adjustment. The right to exercise the
rights, as described above under "--Exercisability of Rights," will
terminate upon redemption, and at such time, the holders of the rights
will have the right to receive only the redemption price for each right
held.
22
<PAGE>
<PAGE>
Amendment of Rights Agreement
At any time before a person or group, other than GenAmerica and
certain related persons, has become the beneficial owner of securities
representing 20% or more of the voting power of Voting Common Stock, we
may amend any or all of the terms of the rights and the rights agreement
without your consent. However, if at any time after a person or group,
other than GenAmerica and certain related persons, beneficially owns
securities representing 20% or more, or such lower percentage as may be
amended in the rights agreement, of the voting power of Voting Common
Stock, our Board of Directors may not adopt amendments to the rights
agreement that adversely affect the interests of holders of the rights.
Termination of Rights
If not previously exercised, the rights will expire on April 15,
2003, unless we earlier redeem or exchange the rights or extend the
final expiration date.
Anti-takeover Effects
The rights have certain anti-takeover effects. Once the rights
have become exercisable, the rights will cause substantial dilution to a
person or group that attempts to acquire or merge with RGA in certain
circumstances. Accordingly, the existence of the rights may deter
potential acquirors from making a takeover proposal or tender offer.
The rights should not interfere with any merger or other business
combination approved by our board of directors because RGA may redeem
the rights as described above and because a transaction approved by our
Board of Directors would not cause the rights to become exercisable.
SERIES A PREFERRED STOCK
In connection with the creation of the rights, as described above,
our Board has authorized the issuance of 500,000 shares of preferred
stock as Series A junior participating preferred stock.
RGA has designed the dividend, liquidation, voting and redemption
features of the Series A preferred stock so that the value of one one-
hundred fiftieth (1/150th) of a share of Series A preferred stock
approximates the value of one share of common stock. Shares of Series A
preferred stock may only be purchased after the rights have become
exercisable, and each share of the Series A preferred stock:
* is nonredeemable and junior to all other series of preferred
stock, unless otherwise provided in the terms of those
series of preferred stock;
* will have a preferential dividend in an amount equal to the
greater of $1.00 and 150 times any dividend declared on each
share of common stock;
* in the event of liquidation, will entitle its holder to
receive a preferred liquidation payment equal to the greater
of $100 or 150 times the payment made per share of common
stock;
* will have 150 votes, voting together with the Voting Common
Stock and any other capital stock with general voting
rights; and
* in the event of any merger, consolidation or other
transaction in which shares of common stock are converted
or exchanged, will be entitled to receive 150 times the
amount and type of consideration received per share of
common stock.
The rights of the Series A preferred stock as to dividends, liquidation
and voting, and in the event of mergers and consolidations, are
protected by customary antidilution provisions.
23
<PAGE>
<PAGE>
CERTAIN CHARTER AND BYLAW PROVISIONS
Our Restated Articles of Incorporation and Bylaws:
* provide for a classified Board of Directors,
* limit the right of shareholders to remove directors or
change the size of the Board of Directors,
* limit the right of shareholders to fill vacancies on the
Board of Directors,
* limit the right of shareholders to act by written consent
and to call a special meeting of shareholders or propose
other actions,
* require a higher percentage of shareholders than would
otherwise be required to amend, alter, change, or repeal
the provisions of the Restated Articles of Incorporation and
Bylaws, and
* provide that the Bylaws may be amended only by the majority
vote of the Board of Directors.
Shareholders will not be able to amend the Bylaws without first
amending the Restated Articles of Incorporation. These provisions may
discourage certain types of transactions that involve an actual or
threatened change of control of RGA. Since the terms of our Restated
Articles of Incorporation and Bylaws may differ from the general
information we are providing, you should only rely on the actual
provisions of our Restated Articles of Incorporation and Bylaws. If you
would like to read our Restated Articles of Incorporation and Bylaws,
they are on file with the SEC or you may request a copy from us.
Size of Board
Our Restated Articles of Incorporation provide that the number of
directors to constitute the initial Board of Directors was three and
thereafter the number of directors will be fixed from time to time as
provided in our Bylaws. Our Bylaws provide for a Board of Directors of
at least three directors and permit the Board of Directors to increase
the number of Directors. In accordance with our Bylaws, our Board of
Directors has fixed the number of directors at nine. Our Restated
Articles of Incorporation further provide that our Bylaws may be amended
only by majority vote of our Board of Directors.
Election of Directors
In order for you to nominate a candidate for director, our
Restated Articles of Incorporation require that you give timely notice
to us in advance of the meeting. Ordinarily, you must give notice not
less than 60 days nor more than 90 days before the meeting (but if we
give less than 70 days' notice of the meeting, then you must give notice
within ten days after we mail notice of the meeting or make a public
disclosure of the meeting). Your notice must describe various matters
regarding the nominee, including the nominee's name, address,
occupation, and shares held. Our Restated Articles of Incorporation do
not permit cumulative voting in the election of directors. Accordingly,
the holders of a majority of the then outstanding shares of Voting
Common Stock can elect all the directors of the class then being elected
at that meeting of shareholders.
24
<PAGE>
<PAGE>
Classified Board
Our Restated Articles of Incorporation and Bylaws provide that our
Board will be divided into three classes, with the classes to be as
nearly equal in number as possible, and that one class shall be elected
each year and serve for a three-year term.
Removal of Directors
Missouri law provides that, unless a corporation's articles of
incorporation provide otherwise, the holders of a majority of the
corporation's voting stock may remove any director from office. Our
Restated Articles of Incorporation provide that shareholders may remove
a director only "for cause" and with the approval of the holders of 85%
of RGA's voting stock.
Filling Vacancies
Missouri law further provides that, unless a corporation's
articles of incorporation or bylaws provide otherwise, all vacancies on
a corporation's board of directors, including any vacancies resulting
from an increase in the number of directors, may be filled by the vote
of a majority of the remaining directors even if that number is less
than a quorum. Our Restated Articles of Incorporation provide that,
subject to the rights, if any, of the holders of any class of preferred
stock then outstanding and except as described below, only the vote of a
majority of the remaining directors may fill vacancies.
Limitations on Shareholder Action by Written Consent
As required by Missouri law, our Bylaws provide that any action by
written consent of shareholders in lieu of a meeting must be unanimous.
Limitations on Calling Shareholder Meetings
Under our Restated Articles of Incorporation shareholders may not
call special meetings of shareholders or require our Board to call a
special meeting of shareholders, and only a majority of our entire Board
of Directors, our Chairman of the Board or our President may call a
special meeting of shareholders.
Limitations on Proposals of Other Business
In order for you to bring a proposal before a shareholder meeting,
our Restated Articles of Incorporation require that you give timely
notice to us in advance of the meeting. Ordinarily, you must give notice
at least 60 days but not more than 90 days before the meeting (but if we
give less than 70 days' notice of the meeting, then you must give notice
within ten days after we mail notice of the meeting or make other public
disclosure of the meeting). Your notice must include a description of
the proposal, the reasons for the proposal, and other specified matters.
Our Board may reject any proposals that have not followed these
procedures or that are not a proper subject for shareholder action in
accordance with the provisions of applicable law.
Anti-Takeover Effects of Provisions
The classification of directors, the inability to vote shares
cumulatively, the advance notice requirements for nominations, and the
provisions in our Restated Articles of Incorporation that limit the
ability of shareholders to increase the size of our Board or to remove
directors and that permit the remaining directors to fill any vacancies
on our Board make it more difficult for shareholders to change the
composition of our Board. As a result, at least two annual meetings of
shareholders may be required for the shareholders to change a majority
of the directors, whether or not a change in our Board would benefit RGA
and its shareholders and whether or not a majority of RGA's shareholders
believes that the change would be desirable.
The provision of our Bylaws which requires unanimity for
shareholder action by written consent gives all the shareholders of RGA
entitled to vote on a proposed action the opportunity to participate in
the action and
25
<PAGE>
<PAGE>
prevents the holders of a majority of the voting power of RGA from using
the written consent procedure to take shareholder action. The Bylaw
provision requiring advance notice of other proposals may make it more
difficult for shareholders to take action opposed by the Board.
Moreover, a shareholder cannot force a shareholder consideration of a
proposal over the opposition of our Board of Directors by calling a
special meeting of shareholders.
These provisions make it more difficult and time-consuming to
obtain majority control of our Board of Directors or otherwise bring a
matter before shareholders without our Board's consent, and thus reduce
the vulnerability of RGA to an unsolicited takeover proposal. These
provisions enable RGA to develop its business in a manner which will
foster its long-term growth, by reducing to the extent practicable the
threat of a takeover not in the best interests of RGA and its
shareholders and the potential disruption entailed by the threat. On the
other hand, these provisions may adversely affect the ability of
shareholders to influence the governance of RGA and the possibility that
shareholders would receive a premium above market price for their
securities from a potential acquirer who is unfriendly to management.
MISSOURI STATUTORY PROVISIONS
The General and Business Corporation Law of Missouri also contains
certain provisions which may have an anti-takeover effect and otherwise
discourage third parties from effecting transactions with us, including
control share acquisition and business combination statutes.
Business Combination Statute
Missouri law contains a "business combination statute" which
restricts certain "business combinations" between us and an "interested
shareholder," or affiliates of the interested shareholder, for a period
of five years after the date of the transaction in which the person
becomes an interested shareholder, unless either such transaction or the
interested shareholder's acquisition of stock is approved by our Board
on or before the date the interested shareholder obtains such status.
The statute also prohibits business combinations after the five-
year period following the transaction in which the person becomes an
interested shareholder unless the business combination or purchase of
stock prior to becoming an interested shareholder is approved by our
Board prior to the date the interested shareholder obtains such status.
The statute also provides that, after the expiration of such five
year period, business combinations are prohibited unless:
* the holders of a majority of the outstanding voting stock,
other than the stock owned by the interested shareholder,
approve the business combination, or
* the business combination satisfies certain detailed fairness
and procedural requirements.
A "business combination" includes a merger or consolidation, some
sales, leases, exchanges, pledges and similar dispositions of corporate
assets or stock and any reclassifications or recapitalizations that
increase the proportionate voting power of the interested shareholder.
An "interested shareholder" generally means any person who, together
with his or her affiliates and associates, owns or controls 20% or more
of the outstanding shares of the corporation's voting stock.
A Missouri corporation may opt out of coverage by the business
combination statute by including a provision to that effect in its
governing corporate documents. We have not done so.
The business combination statute may make it more difficult for a
20% beneficial owner to effect other transactions with us and may
encourage persons that seek to acquire us to negotiate with our Board
prior to acquiring a 20% interest. It is possible that such a provision
could make it more difficult to accomplish a transaction which
shareholders may otherwise deem to be in their best interest.
26
<PAGE>
<PAGE>
Control Share Acquisition Statute
Missouri also has a "control share acquisition statute." This
statute may limit the rights of a shareholder to vote some or all of his
shares. A shareholder whose acquisition of shares results in that
shareholder having voting power, when added to the shares previously
held by him, to exercise or direct the exercise of more than a specified
percentage of our outstanding stock (beginning at 20%), will lose the
right to vote some or all of his shares in excess of such percentage
unless the shareholders approve the acquisition of such shares.
In order for the shareholders to grant approval, the acquiring
shareholder must meet certain disclosure requirements specified in the
statute. In addition, a majority of the outstanding voting shares, as
determined before the acquisition, must approve the acquisition.
Furthermore, a majority of the outstanding voting shares, as determined
after the acquisition, but excluding shares held by the acquiring
shareholder or employee directors and officers, must approve the
acquisition.
Not all acquisitions of shares constitute control share
acquisitions. The following acquisitions do not constitute control
share acquisitions:
* good faith gifts,
* transfers in accordance with wills,
* purchases made in connection with an issuance by us,
* purchases by any compensation or benefit plan,
* the conversion of debt securities,
* mergers involving us which satisfy the other requirements of
The General and Business Corporation Law of Missouri,
* transactions with a person who owned a majority of our
voting power within the prior year, or
* purchases from a person who previously satisfied the
requirements of the control share statute, so long as the
acquiring person does not have voting power after the
ownership in a different ownership range than the selling
shareholder.
A Missouri corporation may opt out of coverage by the control
share acquisition statute by including a provision to that effect in its
governing corporate documents. Our governing documents contain no such
provision.
Take-Over Bid Disclosure Statute
Missouri's "take-over bid disclosure statute" requires that before
making a tender offer that would result in the offeror acquiring control
of us, the offeror must file certain disclosure materials with the
Department of Insurance of Missouri.
VOTING
The affirmative vote of the holders of a majority of the shares of
RGA's outstanding Voting Common Stock, voting separately as a class, and
a majority of the shares of RGA's outstanding Non-Voting Common Stock,
voting separately as a class, are required to approve the
recapitalization amendment. Our Restated Articles of Incorporation
provide that only such business as is specified in the Notice of Special
Meeting may be conducted at the Special Meeting, therefore, the
recapitalization amendment will be the only matter voted on at the
Special Meeting. If no specification is made on a duly executed proxy,
the proxy will be voted FOR the recapitalization amendment.
Shares represented by proxies which are marked "abstain" on the
proposal to approve the recapitalization amendment will be counted for
the purpose of determining the number of shares represented by proxy at
the Special Meeting. Such proxies, as well as shares not represented at
the Special Meeting, will thus have the same effect as if the shares
were voted against approval of the recapitalization amendment. If a
broker indicates on the proxy that it
27
<PAGE>
<PAGE>
does not have discretionary authority to vote certain shares, those
shares will not be considered as present and entitled to vote.
As of July 19, 1999, General American beneficially owned
approximately 63.6% of the shares of Voting Common Stock entitled to
vote at the meeting. General American has indicated its intention to
vote its shares FOR the recapitalization amendment. General American's
vote would be sufficient to approve such proposal with respect to Voting
Common Stock, voting separately as a class.
SHAREHOLDER PROPOSALS
Shareholder proposals submitted under the process prescribed by
the SEC (in Rule 14a-8 under the Securities Exchange Act of 1934) for
presentation at the 2000 Annual Meeting must be received by RGA by
December 16, 1999 for inclusion in RGA's proxy statement and proxy
relating to that meeting. Upon receipt of any such proposal, RGA will
determine whether or not to include such proposal in the proxy statement
and proxy in accordance with regulations governing the solicitation of
proxies.
In order for a shareholder to nominate a candidate for director,
under RGA's Restated Articles of Incorporation, timely notice of the
nomination must be given to RGA in advance of the meeting. Ordinarily,
such notice must be given not less than 60 nor more than 90 days before
the meeting (but if RGA gives less than 70 days' notice of the meeting,
or prior public disclosure of the date of the meeting, then the
shareholder must give such notice within 10 days after notice of the
meeting is mailed or other public disclosure of the meeting is made,
whichever occurs first). The Shareholder filing the notice of nomination
must describe various matters as specified in RGA's Restated Articles of
Incorporation, including such information as name, address, occupation,
and number of shares held.
In order for a Shareholder to bring other business before a
Shareholder meeting, timely notice must be given to RGA within the time
limits described above. Such notice must include a description of the
proposed business, the reasons therefor, and other matters specified in
RGA's Restated Articles of Incorporation. The Board or the presiding
officer at the Annual Meeting may reject any such proposals that are not
made in accordance with these procedures or that are not a proper
subject for Shareholder action in accordance with applicable law. The
foregoing time limits also apply in determining whether notice is timely
for purposes of rules adopted by the SEC relating to the exercise of
discretionary voting authority. These requirements are separate from and
in addition to the requirements a Shareholder must meet to have a
proposal included in RGA's proxy statement.
In each case the notice must be given to the Secretary of RGA,
James E. Sherman, whose address is 700 Market Street, St. Louis,
Missouri 63101. Any Shareholder desiring a copy of RGA's Restated
Articles of Incorporation or Bylaws will be furnished a copy without
charge upon written request to the Secretary.
AUDITORS
KPMG LLP was the auditor for the fiscal year ended December 31,
1998 and the audit committee has selected it as auditor for the year
ending December 31, 1999. Representatives of KPMG LLP are expected to
be present at the Special Meeting. They will have the opportunity to
make a statement if they desire to do so and to be available to respond
to appropriate questions from Shareholders.
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.
28
<PAGE>
<PAGE>
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, and
* 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.
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, 660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141-8557
(TELEPHONE: (314) 453-7300).
29
<PAGE>
<PAGE>
ANNEX I
Pursuant to the recapitalization amendment, Article Three of RGA's
Restated Articles of Incorporation, as amended, would be amended as
follows:
AMENDMENT OF ARTICLES OF INCORPORATION
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102
Pursuant to the provisions of Section 351.095.2 of The General and
Business Corporation Law of Missouri, the undersigned corporation
certifies the following:
1. The present name of the corporation is Reinsurance Group of
America, Incorporated. The name under which the corporation was
originally organized was Reinsurance Group of America, Inc.
2. An amendment to the corporation's Articles of Incorporation was
adopted by the corporation's shareholders on _____________, 1999.
3. Article Three of the corporation's Articles of Incorporation is
amended to read as follows:
ARTICLE THREE
CAPITAL STOCK
A. Class and Number of Shares. The aggregate number,
--------------------------
class and par value, if any, of shares which the Corporation shall have
authority to issue is 85,000,000 shares, consisting of 75,000,000 shares
of Common Stock, par value $.01 per share, and 10,000,000 shares of
Preferred Stock, par value $.01 per share ($850,000.00 aggregate
total).
B. Voting Rights of the Common Stock. Each holder of the
---------------------------------
Common Stock shall be entitled to one vote per share of Common Stock on
all matters to be voted on by the shareholders.
C. Issuance of Preferred Stock, Rights and Preferences Thereof.
-----------------------------------------------------------
1. The Preferred Stock may be issued from time to
time in one or more series, with such voting powers, full or limited, or
no voting powers, and such designations, preferences and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issuance of such stock
adopted from time to time by the Board of Directors. Without limiting
the generality of the foregoing, in the resolution or resolutions
providing for the issuance of such shares of each particular series of
Preferred Stock, subject to the requirements of the laws of the State of
Missouri, the Board of Directors is also expressly authorized:
(a) To fix the distinctive serial designation
of the shares of the series;
(b) To fix the consideration for which the
shares of the series are to be issued;
A-1
<PAGE>
<PAGE>
(c) To fix the rate or amount per annum, if
any, at which the holders of the shares of the series shall be entitled
to receive dividends, the dates on which and the conditions under which
dividends shall be payable, whether dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which dividends
shall be cumulative;
(d) To fix the price or prices at which, the
times during which, and the other terms, if any, upon which the shares
of the series may be redeemed;
(e) To fix the rights, if any, which the
holders of shares of the series have in the event of dissolution or upon
distribution of the assets of the Corporation;
(f) From time to time to include additional
shares of Preferred Stock which the Corporation is authorized to issue
in the series;
(g) To determine whether or not the shares of
the series shall be made convertible into or exchangeable for other
securities of the Corporation, including shares of the Common Stock of
the Corporation or shares of any other series of the Preferred Stock of
the Corporation, now or hereafter authorized, or any new class of
Preferred Stock of the Corporation hereafter authorized, the price or
prices or the rate or rates at which conversion or exchange may be made,
and the terms and conditions upon which the conversion or exchange rate
shall be exercised;
(h) To determine if a sinking fund shall be
provided for the purchase or redemption of shares of the series and, if
so, to fix the terms and the amount or amounts of the sinking fund; and
(i) To fix the other preferences and rights,
privileges and restrictions applicable to the series as may be permitted
law.
D. Conversion.
----------
1. All outstanding shares of Non-Voting Common
Stock, par value $.01 per share, of RGA ("Non-Voting Common Stock")
previously authorized by the Certificate of Amendment of Articles of
Incorporation of the Corporation issued on May 29, 1998, shall, as of
the date of effectiveness of this Certificate of Amendment, be
converted, without the action of any holder thereof, into 0.97 shares of
Common Stock. The Non-Voting Common Stock shall no longer be authorized
by the Corporation.
2. Following the effective date of this Certificate
of Amendment, each certificate representing shares of Non-Voting Common
Stock shall be deemed to be a certificate representing 0.97 shares of
Common Stock. No fractional shares will be issued in connection with
this amendment. Rather, holders of Non-Voting Common Stock who would
otherwise be entitled to receive a fraction of a share of Common Stock
(after taking into account all certificates held by such shareholder)
will receive in lieu thereof cash (without interest) in an amount equal
to such fractional part of a share of Common Stock multiplied by the
closing sales price of Common Stock on the date the this amendment is
filed with the Missouri Secretary of State. No holder of Non-Voting
Common Stock will be entitled to dividends, voting rights or any other
rights as a shareholder in respect of any fractional share.
4. Of the _________ shares of stock of the corporation outstanding,
__________ of such shares were entitled to vote on such amendment. The
number of outstanding shares of each class entitled to vote thereon as a
class were as follows:
Number of
Class Outstanding Shares
----- ------------------
Common Stock
Non-Voting Common Stock
A-2
<PAGE>
<PAGE>
5. The number of shares voted for and against the amendment was as
follows:
Class No. Voted For No. Voted Against
----- ------------- -----------------
Common Stock
Non-Voting Common Stock
6. If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of
authorized shares of any class below the number of issued shares of that
class, the following is a statement of the manner in which such
reduction is to be effected:
All outstanding shares of Non-Voting Common Stock, par
value $.01 per share, of RGA ("Non-Voting Common Stock")
previously authorized by the Certificate of Amendment of
Articles of Incorporation of the Corporation issued on May
29, 1998, shall, as of the date of effectiveness of this
Certificate of Amendment, be converted, without the action
of any holder thereof, into 0.97 shares of Common Stock.
The Non-Voting Common Stock shall no longer be authorized by
the Corporation. No fractional shares will be issued in
connection with this amendment. Rather, holders of Non-
Voting Common Stock who would otherwise be entitled to
receive a fraction of a share of Common Stock (after taking
into account all certificates held by such shareholder) will
receive in lieu thereof cash (without interest) in an amount
equal to such fractional part of a share of Common Stock
multiplied by the closing sales price of Common Stock on the
date the this amendment is filed with the Missouri Secretary
of State. No holder of Non-Voting Common Stock will be
entitled to dividends, voting rights or any other rights as
a shareholder in respect of any fractional share.
7. The effective date of the amendment is to be the date of filing
this Certificate of Amendment with the Secretary of State.
IN WITNESS WHEREOF, the undersigned President has executed and verified
this instrument and the Secretary has affixed the corporate seal hereto
on the _____ day of _____________, 1999.
ATTEST: REINSURANCE GROUP OF AMERICA,
INCORPORATED
______________________________ By:__________________________________
James E. Sherman, Secretary A. Greig Woodring, President
STATE OF MISSOURI )
) SS.
COUNTY OF ST. LOUIS )
I, ______________________, a notary public, do hereby certify
that on this _______ day of ________________________________, 1999,
personally appeared before me A. Greig Woodring who, being by me first duly
sworn, declared that he is the President of Reinsurance Group of America,
Incorporated, that he signed the foregoing document as President and Chief
Executive Officer of the corporation, and that the statements therein
contained are true.
[SEAL]
Notary Public
A-3
<PAGE>
<PAGE>
ANNEX II
OPINION OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
July 7, 1999
The Board of Directors
Reinsurance Group of America, Incorporated
660 Mason Ridge Center Drive
St. Louis, MO 63141-8557
Dear Sirs:
You have requested our opinion as to the fairness from a financial
point of view to the holders of the voting common stock of Reinsurance
Group of America, Incorporated ("RGA" or the "Company") of the exchange
ratio set forth in the proposed recapitalization amendment to the
Company's Restated Articles of Incorporation, as amended (the
"Amendment").
Pursuant to the Amendment, each outstanding share of non-voting
common stock of RGA will be converted into .97 shares (the "Exchange
Ratio") of voting common stock of RGA.
In arriving at our opinion, we have reviewed the draft dated July
2, 1999 of the proposed Amendment. We also have reviewed financial and
other information that was publicly available or furnished to us by the
Company including information provided during discussions with Company
management. In addition, we have compared certain financial and
securities data of the Company with various other companies with dual
classes of common stock and conducted such other analyses including the
pro-forma financial impact of the Amendment as we deemed appropriate for
purposes of this opinion.
In rendering our opinion, we have relied upon and assumed the
accuracy and completeness of all of the financial and other information
that was available to us from public sources, that was provided to us by
the Company or its representatives, or that was otherwise reviewed by
us. We have not assumed any responsibility for making any independent
evaluation of any assets or liabilities or for making any independent
verification of any of the information reviewed by us.
Our opinion is necessarily based on economic, market, financial
and other conditions as they exist on, and on the information made
available to us as of, the date of this letter. It should be understood
that, although subsequent developments may affect this opinion, we do
not have any obligation to update, revise or reaffirm this opinion. Our
opinion does not constitute an opinion as to the prices at which voting
common stock of RGA will actually trade at any time. Our opinion does
not address the relative merits of Amendment and the other business
strategies being considered by the Company's Board of Directors, nor
does it address the Board's decision
A-4
<PAGE>
<PAGE>
to proceed with the adoption of the Amendment. Our opinion does not
constitute a recommendation to any shareholder as to how such
shareholder should vote on the Amendment.
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), as
part of its investment banking services, is regularly engaged in the
valuation of businesses and securities in connection with mergers,
acquisitions, underwritings, sales and distributions of listed and
unlisted securities, private placements and valuations for corporate and
other purposes. DLJ has performed investment banking and other services
for the Company in the past and has been compensated for such services.
Based upon the foregoing and such other factors as we deem
relevant, we are of the opinion that the Exchange Ratio is fair to the
holders of the Company's voting common stock from a financial point of
view.
Very truly yours,
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By:__________________________
David Platter
Managing Director
A-5
<PAGE>
<PAGE>
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 to be held September 1, 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 /X/ 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 acknowledges receipt of the Notice of the
Special Meeting of Shareholders and the accompanying Proxy Statement.
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 HAVE THE SAME EFFECT AS A VOTE 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 invite you to attend the Special Meeting of Shareholders of
Reinsurance Group of America, Incorporated, to be held on September 1,
1999, in the Marriott-West, 660 Maryville Centre Drive, St. Louis,
Missouri at 2:00 p.m.
It is important that your shares are represented at the meeting.
Whether or not you plan to attend the meeting, please review the
enclosed proxy materials, complete the proxy form above, detach it, and
return it promptly in the envelope provided.
