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):
November 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)
2
ITEM 1. CHANGES IN CONTROL
A description of the arrangement that may result in a change in control
of GenAmerica Corporation ("GenAmerica"), and thus Reinsurance Group of America,
Incorporated (the "Company"), is set forth in Item 3 below, which description is
incorporated herein by reference.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Item 3(b) of Form 8-K requires a registrant to disclose certain
information if an order confirming a plan of reorganization is entered by a
court having supervision or jurisdiction over the business of the registrant's
parent. General American Mutual Holding Company ("GAMHC") is the ultimate
beneficial owner of approximately 48.3% of the shares of outstanding common
stock of the Company. GAMHC is a Missouri mutual insurance holding company and
is the parent of GenAmerica. General American Life Insurance Company ("General
American Life") (a subsidiary of GenAmerica) is a Missouri life insurance
company.
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), incorporated
herein by reference, on August 10, 1999, General American Life became subject to
an order of administrative supervision from the Missouri Department of Insurance
(the "Department"), which remains in effect. As reported and described in the
Proxy Statement Supplement filed by the Company on September 2, 1999 (File No.
1-11848), and the Company's Current Report on Form 8-K dated August 26, 1999
(filed September 10, 1999) (File No. 1-11848), each incorporated herein by
reference, on August 26, 1999, GenAmerica announced that GAMHC had entered into
a Stock Purchase Agreement with Metropolitan Life Insurance Company ("MetLife"),
whereby MetLife will acquire GenAmerica, including GenAmerica's beneficial
ownership of a majority of the outstanding shares of common stock of the
Company. On September 16, 1999, GAMHC and MetLife executed an amendment to the
Stock Purchase Agreement, which deleted the provisions requiring an escrow
agreement and account, and clarified and corrected several other provisions. 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), 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
GAMHC into rehabilitation and approving notice of a hearing to approve a Plan of
Reorganization ("Plan"). The purpose of the Order of Rehabilitation is to
facilitate the sale of all of the issued and outstanding shares of capital stock
of GenAmerica to MetLife in accordance with the terms of the Stock Purchase
Agreement, as amended. The Order of Rehabilitation also appoints the Director of
the Department as "Rehabilitator" of GAMHC.
On November 10, 1999, the Court held a hearing in connection with the
Rehabilitator's Application for Approval of the Plan, and after reviewing the
Plan, as amended, entered a Judgment Confirming Plan of Reorganization
("Judgment"). A copy of the Judgment entered by the Court is filed as Exhibit
2.1 and incorporated herein by reference. The Plan, as amended, is filed
herewith as an exhibit to the Judgment and (i) provides for MetLife to
participate in the rehabilitation of GAMHC by acquiring all of the issued and
outstanding shares of capital stock of GenAmerica from GAMHC in exchange for
$1.2 billion in cash, (ii) approves the distribution of the $1.2 billion sale
proceeds to pay expenses of the rehabilitation, taxes, MetLife if certain
indemnification rights apply, creditors (if any) of GAMHC, and as to any
residual, to the members of GAMHC in accordance with their membership interests,
and (iii) provides for the eventual liquidation of GAMHC.
As a mutual insurance holding company, GAMHC does not have common stock
or any form of shares authorized, issued or outstanding. GenAmerica has 1,000
shares issued and outstanding, none of which are reserved for future issuance
under the Plan. No specific information relating to the assets and liabilities
of GAMHC was presented to the Court. However, as of September 30, 1999, GAMHC
had assets of $22.6 billion, liabilities of $21.6 billion, and policyholders'
surplus of $1.0 billion.
3
ITEM 7. EXHIBITS.
(c) The following exhibits are filed as part of this report on
Form 8-K.
Exhibit 2.1 Judgment Confirming Plan of Reorganization
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: November 24, 1999 REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ Jack B. Lay
Name: Jack B. Lay
Title: Executive Vice President
and Chief Financial Officer