REINSURANCE GROUP OF AMERICA INC
10-K/A, 1999-07-23
ACCIDENT & HEALTH INSURANCE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

  X      Annual report pursuant to Section 13 or 15(d) of the Securities
- -----    Exchange Act of 1934 for the fiscal year ended December 31, 1998

         Transition report pursuant to Section 13 or 15(d) of the Securities
- -----    Exchange Act of 1934

                         Commission file number 1-11848

                   REINSURANCE GROUP OF AMERICA, INCORPORATED
             (Exact name of registrant as specified in its charter)

              MISSOURI                                      43-1627032
     (State or other jurisdiction                        (I.R.S. Employer
  of incorporation or organization)                      Identification No.)

660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI               63141
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (314) 453-7300

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                     Name of each exchange
     Title of each class                             on which registered
     -------------------                             -------------------
  Voting Common Stock, par value $0.01               New York Stock Exchange
  Non-voting Common Stock, par value $0.01           New York Stock Exchange
  Preferred Stock Purchase Rights                    New York Stock Exchange

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                      None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                    Yes X     No
                                        ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting common stock held by non-affiliates of
the registrant, based upon the closing sale price of the voting common stock on
May 28, 1999, as reported on the New York Stock Exchange was approximately
$518,519,586. The aggregate market value of the non-voting common stock held by
non-affiliates of the registrant, based upon the closing sale price of the
non-voting common stock on May 28, 1999, as reported on the New York Stock
Exchange was approximately $222,540,212.

As of May 28, 1999, Registrant had outstanding 37,931,669 shares of voting
common stock and 7,417,496 shares of non-voting common stock.



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                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Annual Report to Shareholders for the year ended
December 31,1998 ("the Annual Report") are incorporated by reference in Part I
of this Form 10-K. Certain portions of the Definitive Proxy Statement in
connection with the 1999 Annual Meeting of Shareholders ("the Proxy Statement")
which will be filed with the Securities and Exchange Commission not later than
120 days after the Registrant's fiscal year ended December 31, 1998, are
incorporated by reference in Part III of this Form 10-K.










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<PAGE>   3


THE REGISTRANT HEREBY AMENDS ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998,
FILED MARCH 30, 1999, TO INCLUDE A REFERENCE TO "QUARTERLY DATA" UNDER ITEM 8 OF
PART II. THE QUARTERLY DATA IS INCORPORATED BY REFERENCE TO PAGES 72 AND 73 OF
THE ANNUAL REPORT FOR 1998 AND IS INCLUDED AS PART OF EXHIBIT 13.1, WHICH WAS
PREVIOUSLY FILED.



                                     PART II

Item 8.       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         This information is incorporated by reference to the Annual Report for
1998 under the following captions:

<TABLE>
<CAPTION>
                                                                      Page of Annual
                           Index                                           Report
                           -----                                           ------
<S>                                                                     <C>
         Consolidated Balance Sheets                                         42
         Consolidated Statements of Income                                   43
         Consolidated Statements of
              Stockholders' Equity                                        44-45
         Consolidated Statements of Cash Flows                               46
         Notes to Consolidated Financial Statements                       47-69
         Independent Auditors' Report                                        70
         Quarterly Data                                                   72-73

</TABLE>









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                                   SIGNATURES




         Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                   Reinsurance Group of America, Incorporated



                                   By: /s/  Jack B. Lay               7/23/99
                                       -----------------------------------------
                                                     Jack B. Lay
                              Executive Vice President & Chief Financial Officer
                                  (Principal Financial and Accounting Officer)








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