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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
August 10, 1999
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)
(Former name or former address, if changed since last report)
660 Mason Ridge Center Drive, Suite 300
St. Louis, Missouri 63141
(314) 453-7300
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Item 3(a) of Form 8-K requires a registrant to disclose, among other
things, any proceeding under state law in which a governmental agency has
assumed jurisdiction over the business of the registrant's parent by leaving the
existing directors and officers in possession but subject to the supervision and
orders of the governmental agency. On August 10, 1999, General American Life
Insurance Company ("General American") became subject to an order of
administrative supervision from the Missouri Department of Insurance (the
"Department"). As of August 10, 1999, General American beneficially owns
approximately 64% of the outstanding voting shares and approximately 53% of all
shares outstanding of Reinsurance Group of America, Incorporated (the
"Company"). General American is a wholly owned subsidiary of GenAmerica
Corporation, which is a wholly owned subsidiary of General American Mutual
Holding Company.
Administrative supervision is the lowest level of oversight under
Missouri insurance law, and, among other things, requires General American to
seek approval of the Department for major decisions or actions that are outside
the ordinary course of business. The Director of the Division of Financial
Regulation of the Missouri Department of Insurance has been named Administrative
Supervisor of General American.
The Company has been informed that the order of administrative
supervision is confidential, and is filing this report on the assumption that
disclosure may be required under Item 3(a) of Form 8-K. The Company does not
have sufficient information to express an opinion as to whether the Department
has assumed jurisdiction over the business of General American.
ITEM 5. OTHER EVENTS.
On August 13, 1999, the Company adopted a Third Amendment to the Rights
Agreement dated as of May 4, 1993 between the Company and ChaseMellon
Shareholder Services, L.L.C. (as successor to Boatmen's Trust Company), as
Rights Agent (as amended, the "Rights Agreement"). The Third Amendment was
adopted to exclude from the definition of an "Acquiring Person" (as defined in
the Rights Agreement) any governmental authority, agency or official who is
deemed, by virtue of a court order or exercise of insurance regulatory authority
granted by applicable statute or regulation, to be the beneficial owner of the
voting shares held by General American prior to the effectiveness of such court
order or the exercise of such authority. A copy of the Third Amendment is
attached hereto as Exhibit 4.4 and incorporated herein by reference.
ITEM 7. EXHIBITS.
(c) The following exhibits are filed as part of this report on
Form 8-K.
Exhibit 4.4 Form of Third Amendment to Rights Agreement, dated as of
August 13, 1999, between the Company and ChaseMellon Shareholder Services,
L.L.C. (as successor to Boatmen's Trust Company), as Rights Agent.
Exhibit 99.1 Press Release issued by the Company and dated August 10,
1999, relating to the announcement by General American Life Insurance Company.
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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: August 25, 1999 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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EXHIBIT INDEX
4.4 Form of Third Amendment to Rights Agreement, dated as of
August 13, 1999, between the Company and ChaseMellon Shareholder
Services, L.L.C. (as successor to Boatmen's Trust Company), as
Rights Agent.
99.1 Press Release issued by the Company dated August 10, 1999 relating
to the announcement by General American Life Insurance Company.