1
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):
January 6, 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)
2
ITEM 1. CHANGES IN CONTROL
As described by Reinsurance Group of America, Incorporated (the
"Company) in its Proxy Statement Supplement dated September 2, 1999 (filed
September 2, 1999) (File No. 1-11848), and as previously reported in the
Company's Current Report on Form 8-K dated August 26, 1999 (filed September 10,
1999) (File No. 1-11848), each of which is hereby incorporated herein by
reference, on August 26, 1999, GenAmerica Corporation ("GenAmerica") announced
that General American Mutual Holding Company ("GAMHC") had entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") with Metropolitan Life
Insurance Company ("MetLife"), whereby MetLife would acquire GenAmerica,
including GenAmerica's beneficial ownership of a majority of the outstanding
shares of common stock of the Company. GAMHC is a Missouri mutual insurance
holding company and is the parent of GenAmerica.
As previously reported by the Company in its Current Report on Form 8-K
dated September 17, 1999 (filed September 30, 1999) (File No. 1-11848), which is
hereby incorporated herein by reference, on September 17, 1999, the Circuit
Court of Cole County, Missouri (the "Court") entered an order (the "Order of
Rehabilitation") placing GAHMC into rehabilitation and approving notice of a
hearing to approve a Plan of Reorganization. The Order also appointed the
Director of the Missouri Department of Insurance (the "Department") as
rehabilitator of GAMHC. As previously reported by the Company in its Current
Report on Form 8-K dated November 10, 1999 (filed November 24, 1999), (File No.
1-11848), which is hereby incorporated herein by reference, the Court held the
hearing and entered a judgment confirming the Plan of Reorganization.
As previously reported by the Company in its Current Report on Form 8-K
dated November 23, 1999 (filed December 6, 1999) (File No. 1-11848), which is
hereby incorporated herein by reference, on November 23, 1999, the Company
completed a private placement sale of 4,784,689 shares of common stock to
MetLife. As a result of the private placement, MetLife became the beneficial
owner of approximately 9.6% of the shares of outstanding common stock of the
Company. The shares were not registered under the Securities Act of 1933, as
amended, and were sold in reliance on the exemption from registration contained
in Section 4(2) of such Act. The shares may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. The transaction provided for MetLife to receive certain
registration rights.
On January 6, 2000, MetLife completed the acquisition of GenAmerica and
purchased all of the outstanding shares of common stock of GenAmerica. In
accordance with the Stock Purchase Agreement, MetLife paid $1.2 billion into a
special account established by the Department to administer the rehabilitation,
and eventual liquidation, of GAMHC. MetLife used approximately $300 million of
working capital to finance the purchase of the stock of GenAmerica. The
remainder of the purchase price, approximately $900 million, was financed by
MetLife from the issuance by one of its subsidiaries, MetLife Funding, Inc.
("MetLife Funding"), of short-term debt in the form of commercial paper,
pursuant to customary commercial paper dealer arrangements with Deutsche Bank
Securities Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, CS First Boston Corporation and Goldman, Sachs & Co. The
commercial paper has a weighted-average maturity of 70 days and bears a
weighted-average interest rate of 6.06%. Upon maturity of the commercial paper,
MetLife Funding may refinance the obligations then due with proceeds arising
from one or more issuances of commercial paper of short duration that mature at
or around the estimated time of completion of the proposed initial public
offering of MetLife, Inc.
3
Prior to the closing, GAMHC was the beneficial owner of approximately
48.3% of the shares of outstanding common stock of the Company. Upon closing of
the acquisition of GenAmerica, MetLife became the beneficial owner of
approximately 57.9% of the shares of outstanding common stock of the Company. A
copy of the press release issued by the Company relating to the acquisition by
MetLife is attached hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 3 BANKRUPTCY OR RECEIVERSHIP
As previously reported by the Company in its Current Report on Form 8-K
dated August 10, 1999 (filed August 25, 1999) (File No. 1-11848), which is
hereby incorporated herein by reference, General American Life Insurance Company
("General American"), a subsidiary of GenAmerica and, prior to the acquisition
of GenAmerica by MetLife, the Company's majority shareholder, became subject to
an order of administrative supervision from the Department. On January 6, 2000,
the Department lifted the order of administrative supervision of General
American.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed as part of this report on
Form 8-K.
Exhibit 99.1 Press release issued by the Company on
January 7, 2000 relating to the MetLife acquisition.
4
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: January 21, 2000 REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ Jack B. Lay
Name: Jack B. Lay
Title: Executive Vice President
and Chief Financial Officer