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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):
September 29, 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
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1999, Reinsurance Group of America, Incorporated (the "Company")
announced that effective September 29, 1999, General American Life Insurance
Company ("General American") completed the recapture of the entire block of
General American's funding agreement business reinsured by the Company. Prior to
the recapture, the Company reinsured approximately 25% of General American's
funding agreement business. Pursuant to the recapture transaction, the Company
transferred all remaining liabilities related to the funding agreement business
and an equivalent amount of assets to General American. General American is a
wholly owned subsidiary of GenAmerica Corporation, which in turn is wholly owned
by General American Mutual Holding Company ("GAMHC"). GAMHC is the beneficial
owner of approximately 53% percent of the Company's outstanding shares of common
stock.
Over the course of the third quarter of 1999, the Company transferred to General
American approximately $1.8 billion in assets, including $1.5 billion in
connection with the recapture noted above. Those assets, consisting primarily of
investments in fixed maturity securities and cash, were transferred in
satisfaction of $1.8 billion in funding agreement liabilities. On a pro forma
basis, after giving effect to these transfers, assets and liabilities would have
been approximately $4.9 billion and $4.2 billion, respectively, as of June 30,
1999. These amounts compare to historical assets and liabilities of $6.7 billion
and $6.0 billion, respectively, as of June 30, 1999.
Associated with the liquidation of investment securities and the transfer of
assets to General American during the third quarter of 1999, the Company
incurred an after tax net capital loss of approximately $33.2 million, including
$26.0 million associated with the recapture transaction noted above. During 1998
and the first six months of 1999, the funding agreements business provided
approximately $87.7 million and $50.6 million in revenues, primarily investment
income, and $83.6 million and $47.4 million in pre-tax expenses, primarily
interest credited on deposit liabilities, respectively. Excluding operating
results of the funding agreements business, pro forma income from continuing
operations for 1998 and the first six months of 1999 would have been
approximately $87.1 million, or $2.05 per diluted share, and $45.6 million, or
$0.99 per diluted share, respectively. Pro forma income from continuing
operations is calculated as if the recapture of the funding agreements business
was consummated at the beginning of the periods presented. Additionally, the pro
forma amounts exclude any realized capital loss that would have been incurred as
a result of the recapture. These results compare to historical income from
continuing operations for 1998 and the first six months of 1999 of $89.7
million, or $2.08 per diluted share, and $47.6 million, or $1.04 per diluted
share, respectively.
The foregoing pro forma figures should not be considered indicative of actual
results that would have occurred had the recapture and subsequent disposition
been consummated on the date or for the period indicated, and does not purport
to be indicative of results of operations as of any future date or for any
period.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) The pro forma financial information required by Form 8-K is
included in Item 2, which is incorporated by reference herein.
(c) The following exhibit is filed as part of this report on Form 8-K.
Exhibit 99.1 Press Release issued by the Company dated October 1,
1999 relating to the recapture of funding agreements by General American and
possible private placement of common stock with Metropolitan 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: October 12, 1999 REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ Jack B. Lay
Name: Jack B. Lay
Title: Executive Vice President
and Chief Financial Officer