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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):
November 23, 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 5. OTHER EVENTS.
On November 23, 1999, Reinsurance Group of America, Incorporated (the
"Company") completed a private placement of securities in which the Company sold
4,784,689 shares of the Company's common stock, $0.01 par value per share (the
"Shares"), to Metropolitan Life Insurance Company ("MetLife"). The price per
share was $26.125, and the aggregate value of the transaction was approximately
$125 million. Proceeds from the private placement will be used for general
corporate purposes, including the immediate capital needs associated with the
Company's primary businesses. The Shares were not registered under the
Securities Act of 1933, as amended (the "Act"), and were sold in reliance on the
exemption from registration contained in Section 4(2) of the Act. The Shares may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The transaction provides for MetLife
to receive certain registration rights.
ITEM 7. EXHIBITS.
(c) The following exhibits are filed as part of this report on Form
8-K.
Exhibit 99.1 Press Release issued by the Reinsurance Group of
America, Incorporated dated November 24, 1999 relating to the private placement
of $125 million of common stock to Metropolitan Life Insurance Company.
Exhibit 99.2 Stock Purchase Agreement by and between Reinsurance
Group of America, Incorporated and Metropolitan Life Insurance Company, dated as
of November 23, 1999. *
Exhibit 99.3 Registration Rights Agreement by and between
Reinsurance Group of America, Incorporated and Metropolitan Life Insurance
Company, dated as of November 23, 1999.
Exhibit 99.4 Stockholders Agreement by and among Metropolitan
Life Insurance Company, GenAmerica Corporation, General American Life Insurance
Company, Equity Intermediary Company, and Reinsurance Group of America,
Incorporated, dated as of November 23, 1999.
* The registrant hereby undertakes to furnish supplementally a copy of any
omitted Exhibit or Schedule to the Commission upon request.
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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: December 6, 1999 REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ Jack B. Lay
Name: Jack B. Lay
Title: Executive Vice President
and Chief Financial Officer