REINSURANCE GROUP OF AMERICA INC
8-K, 2000-03-21
ACCIDENT & HEALTH INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                          -----------------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                 March 16, 2000



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

                                    Missouri
                 (State or other jurisdiction of incorporation)


        1-11848                                    43-1627032
(Commission File Number)                (I.R.S. Employer Identification No.)



        1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017-6039
               (Address of principal executive offices) (zip code)


                                 (636) 736-7000
              (Registrant's telephone number, including area code)








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ITEM 5.  OTHER EVENTS.

On March 16, 2000, Reinsurance Group of America, Incorporated (the "Company")
announced that its Board of Directors approved a stock repurchase program under
which the Company may use up to $20 million to purchase outstanding shares of
stock. The Company plans to use the repurchased shares to support the future
exercise of options granted under its stock option plan. A copy of the press
release issued by the Company relating to the repurchase program is filed as
Exhibit 99.1 and incorporated herein by reference.


ITEM 7.  EXHIBITS.

         (c) The following exhibits are filed as part of this report on Form
8-K.

             Exhibit 99.1 Press Release issued by Reinsurance Group of America,
Incorporated dated March 16, 2000, announcing the approval by the Board of
Directors of a stock purchase program under which the Company may use up to $20
million to purchase outstanding shares of the Company's stock.





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  March 20, 2000                  REINSURANCE GROUP  OF AMERICA,
                                       INCORPORATED

                                       By:  /s/ Jack B. Lay
                                       Name:  Jack B. Lay
                                       Title: Executive Vice President
                                              and Chief Financial Officer







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[RGA LOGO]

                                                                            NEWS

                                                For further information, contact
                                                Jack B. Lay
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (636) 736-7439
                                                E-mail: [email protected]

FOR IMMEDIATE RELEASE

                     REINSURANCE GROUP OF AMERICA ANNOUNCES
                            STOCK REPURCHASE PROGRAM

         ST. LOUIS, March 16, 2000 - The Board of Directors of Reinsurance Group
of America, Incorporated (NYSE: RGA), approved a repurchase program under which
the Company may use up to $20 million to purchase outstanding shares of stock.
The Company plans to use the repurchased shares to support the future exercise
of options granted under its stock option plan.
         A. Greig Woodring, CEO, commented, "While we need to be mindful of the
capital needed for future growth, in our opinion RGA shares continue to be
significantly undervalued in the market, making this an opportune time to
initiate a buy-back program."
         The repurchase program may include periodic repurchases in the open
market at current market price, or through negotiated transactions. The program
will also enable the Company to acquire larger blocks of stock, if any become
available.
         Reinsurance Group of America, Incorporated, through its U.S. and
Canadian subsidiaries, RGA Reinsurance Company and RGA Life Reinsurance Company
of Canada, is one of the largest life reinsurers in North America. RGA also
operates through offices or subsidiary companies in Argentina, Australia,
Barbados, Bermuda, Chile, Hong Kong, Japan, Mexico, Taiwan, Spain, South Africa,
and the United Kingdom. Worldwide, the Company has approximately $447 billion of
life reinsurance in force, and assets in excess of $5.0 billion. Metropolitan
Life Insurance Company is the company's majority shareholder and beneficially
owns approximately 58 percent of all shares outstanding.

                                    - more -


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Add One

         Statements in this press release regarding the business of Reinsurance
Group of America, Incorporated and the trading of its securities which are not
historical facts, including, without limitation, statements and information
regarding RGA's future growth potential and the sufficiency of RGA's capital and
other resources, are "forward-looking statements" that involve risks and
uncertainties. For a discussion of such risks and uncertainties, which could
cause actual results to differ materially from those contained in the
forward-looking statements, you are advised to consult the section named
"Cautionary Statement Regarding Forward Looking Statements" in the Company's
report on Form 10-Q for the quarter ending September 30, 1999. You also should
consult the section named "Forward-Looking and Cautionary Statements" in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998.

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