1 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, 1997 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 ------------------- ------------------- 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. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on March 1, 1998, as reported on the New York Stock Exchange was approximately $460,325,743. As of March 1, 1998, Registrant had outstanding 25,225,480 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the Annual Report to Shareholders for the year ended December 31,1997 ("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 1998 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, 1997, are incorporated by reference in Part III of this Form 10-K. 2 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 3. Exhibits See the Index to Exhibits on page 3. 2 3 INDEX TO EXHIBITS Source Exhibit (See footnotes Number Description that follow) ------ ----------- -------------- 2.1 Reinsurance Agreement dated as of December 31, 1992 <F2> between General American Life Insurance Company ("General American") and General American Life Reinsurance Company of Canada ("RGA Canada") 2.2 Retrocession Agreement dated as of <F2> July 1, 1990 between General American and The National Reinsurance Company of Canada, as amended between RGA Canada and General American on December 31, 1992 2.3 Reinsurance Agreement dated as of <F2> January 1, 1993 between RGA Reinsurance Company ("RGA Reinsurance", formerly "Saint Louis Reinsurance Company") and General American 3.1 Restated Articles of Incorporation of Reinsurance <F1> Group of America, Incorporated ("RGA") 3.2 Bylaws of RGA <F1> 3.3 Certificate of Designations for Series A Junior <F5> Participating Preferred Stock (included as Exhibit A to Exhibit 4.2) 4.1 Form of Specimen Certificate for Common Stock of RGA <F2> 4.2 Rights Agreement dated as of May 4, 1993, between RGA <F5> and Chase Mellon Shareholder Services, L.L.C., as Rights Agent 10.1 Marketing Agreement dated as of January 1, 1993 <F3> between RGA Reinsurance and General American 10.2 Tax Allocation Agreement dated October 30, 1992 <F2> between RGA Reinsurance and General American 10.3 Tax Allocation Agreement dated as of January 15, 1993 <F2> among RGA, RGA Reinsurance, and General American 10.4 Tax Sharing Agreement dated as of January 15, 1993 <F2> among RGA, RGA Reinsurance, and General American 10.5 Administrative Services Agreement dated as of <F3> January 1, 1993 between RGA and General American 10.6 Administrative Services Agreement dated as of <F3> January 1, 1993 between RGA Reinsurance and General American 3 4 Source Exhibit (See footnotes Number Description that follow) ------ ----------- -------------- 10.7 Management Agreement dated as of January 1, 1993 <F2><F*> between RGA Canada and General American 10.8 Investment Advisory Agreement dated as of <F3> January 1, 1993 between RGA and Conning Asset Management Company, formerly General American Investment Management Company ("CAM") 10.9 Investment Advisory Agreement dated as of <F3> January 1, 1993 between RGA Reinsurance and CAM 10.10 Lease Agreement dated as of May 17, 1993 between <F4> RGA and General American and Assignment to RGA Reinsurance 10.11 Standard Form of General American Automatic <F2> Agreement 10.12 Standard Form of General American Facultative Agreement <F2> 10.13 Standard Form of General American Automatic and <F2> Facultative YRT Agreement 10.14 Shareholders' Agreement dated as of November 24, 1992 <F3><F*> among General American, Fairfield Holding, Adrian N. Baker II, Richard H. Chomeau, and Anthony J. Sutcliffe, as amended with RGA and RGA Reinsurance 10.15 Shareholders' Agreement dated as of March 20, 1992 <F3><F*> among General American, RGA International, Ltd., formerly G.A. Canadian Holdings, Ltd., Penta-Life Group Inc., Claude M. Genest, Brendan Galligan, Graham Watson, Societe FSA 50 Inc., Aenigma Holdings Limited, Andre St-Amour, and Andre Primeau, as amended with RGA 10.16 Registration Rights Agreement dated as of April 15, 1993 <F2> between RGA and General American 10.17 RGA Reinsurance Management Incentive Plan as amended <F6><F*> and restated effective November 1, 1996 10.18 RGA Reinsurance Management Deferred <F2><F*> Compensation Plan (ended January 1, 1995) 10.19 RGA Reinsurance Executive Deferred <F2><F*> Compensation Plan (ended January 1, 1995) 4 5 Source Exhibit (See footnotes Number Description that follow) ------ ----------- -------------- 10.20 RGA Reinsurance Executive Supplemental <F2><F*> Retirement Plan (ended January 1, 1995) 10.21 RGA Reinsurance Augmented Benefit Plan <F2><F*> (ended January 1, 1995) 10.22 RGA Flexible Stock Plan as amended and restated effective November 1, 1996 <F6><F*> 10.23 Form of Directors' Indemnification Agreement <F2> 10.24 RGA Executive Performance Share Plan as amended and restated effective November 1, 1996 <F6><F*> 10.25 RGA Flexible Stock Plan for Directors <F7><F*> 10.26 Employment Agreement dated April 6, 1992 between RGA Canada and Andre St-Amour <F*> 13.1 Portions of Annual Report to Shareholders for 1997 <F+> Incorporated by Reference in the Form 10-K 21.1 Subsidiaries of RGA <F+> 23.1 Consent of KPMG Peat Marwick LLP <F+> 24.1 Powers of Attorney for Messrs. Eason, Edison, Peck <F+> Greenbaum, Rubenstein, Stiritz, and Trusheim 27.1 Restated Financial Data Schedule for the year ending December 31, 1997 -- 27.2 Restated Financial Data Schedule for the year ending December 31, 1996 -- 27.3 Restated Financial Data Schedule for the year ending December 31, 1995 -- 27.4 Restated Financial Data Schedule for the nine months ending September 30, 1997 -- 27.5 Restated Financial Data Schedule for the six months ending June 30, 1997 -- 27.6 Restated Financial Data Schedule for the three months ending March 31, 1997 -- 27.7 Restated Financial Data Schedule for the nine months ending September 30, 1996 -- 27.8 Restated Financial Data Schedule for the six months ending June 30, 1996 -- 5 6 27.9 Restated Financial Data Schedule for the three months ending March 31, 1996 -- <FN> <F1> Documents incorporated by reference to Registration Statement on Form S-1 (No. 33-58960) filed on 2 March 1993 at the corresponding exhibit. <F2> Documents incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (No. 33-58960), filed on 14 April 1993 at the corresponding exhibit. <F3> Documents incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (No. 33-58960), filed on 29 April 1993 at the corresponding exhibit. <F4> Documents incorporated by reference to Form 10-K for fiscal year ended December 31, 1993 filed 29 March 1994 at the corresponding exhibit. <F5> Documents incorporated by reference to Amendment No. 1 to Form 10-Q for the quarter ended March 31, 1997 (No. 1-11848) filed on 21 May 1997 at the corresponding exhibit. <F6> Documents incorporated by reference to Form 10-K for the year ended December 31, 1996 (No. 1-11848) filed on 24 March 1997 at the corresponding exhibit. <F7> Documents incorporated by reference to Registration Statement on Form S-8 (No. 333-27167) filed on 15 May 1997 at the corresponding exhibit. <F*> Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 14c of this Part IV. <F+> Previously filed. 6 7 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 4/8/98 --------------------------------- Jack B. Lay Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 7