1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (MARK ONE) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 OR / / 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 (IRS EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 660 MASON RIDGE CENTER DRIVE ST. LOUIS, MISSOURI 63141 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (314) 453-7439 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ------------------ 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 ----- ----- COMMON STOCK OUTSTANDING ($.01 PAR VALUE) AS OF APRIL 30, 1997: 16,978,896 SHARES 2 REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES FORM 10-Q/A TABLE OF CONTENTS ITEM PAGE - ---- ---- 6 Exhibits and Reports on Form 8-K............................. 2 Signatures................................................... 3 Index to Exhibits............................................ 4 1 3 ITEM 6 - ------ EXHIBITS AND REPORTS ON FORM 8-K - -------------------------------- (a) See index to exhibits. (b) None. 2 4 SIGNATURES ---------- Pursuant to the requirements 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 Date: May 19, 1997 By: /s/ A. Greig Woodring ------------------------------- A. Greig Woodring President & Chief Executive Officer (Principal Executive Officer) Date: May 19, 1997 /s/ Jack B. Lay ------------------------------- Jack B. Lay Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 3 5 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- 3.1 Restated Articles of Incorporation of Reinsurance Group of America, Incorporated ("RGA") incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (No. 33-58960) filed on March 2, 1993 3.2 Bylaws of RGA incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (No. 33-58960) filed on March 2, 1993 3.3 Certificate of Designations for Series A Junior Participating Preferred Stock 4.2 Rights Agreement dated as of May 4, 1993, as amended, between RGA and Boatmen's Trust Company, as Rights Agent 10.25<F*> RGA Flexible Stock Plan for Directors effective January 1, 1997 incorporated by reference to Exhibit 10.25 to Registration Statement on Form S-8 (File No. 333-27167) filed on May 15, 1997 27.1<F**> Financial Data Schedule - ------------------- <F*> Represents a management contract or compensatory plan or arrangement. <F**> Previously filed. 4