UNITED STATES 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 3, 2003 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact Name of Registrant as Specified in its Charter) MISSOURI 1-11848 43-1627032 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification Number) 1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017 (Address of Principal Executive Office) Registrant's telephone number, including area code: (636) 736-7000
ITEM 9. REGULATION FD DISCLOSURES On November 3, 2003, Reinsurance Group of America, Incorporated issued a press release announcing the offering of 10,500,000 shares of its common stock. A copy of this press release is furnished with this report as Exhibit 99.1 and incorporated by reference herein. The information in Item 9 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REINSURANCE GROUP OF AMERICA, INCORPORATED Date: November 3, 2003 By: /s/ Jack B. Lay ---------------------------------- Jack B. Lay Executive Vice President and Chief Financial Officer
EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press release of Reinsurance Group of America, Incorporated dated November 3, 2003 announcing the offering of 10,500,000 shares of its common stock.
EXHIBIT 99.1 [RGA header] For further information, contact Jack B. Lay Executive Vice President and Chief Financial Officer (636) 736-7439 FOR IMMEDIATE RELEASE REINSURANCE GROUP OF AMERICA ANNOUNCES STOCK OFFERING ST. LOUIS, November 3, 2003 -- Reinsurance Group of America, Incorporated (NYSE:RGA) announced today that it plans to sell 10,500,000 shares of its common stock. RGA's majority shareholder, MetLife, Inc., has indicated that it and its affiliates are interested in purchasing in this offering common stock that has a total purchase price of between $100 and $150 million. At the last reported sale price on the New York Stock Exchange of $39.95 per share on October 31, 2003, that purchase would represent between approximately 2,500,000 and 3,750,000 shares. The Company has also granted the underwriters a 30-day option to purchase up to 1,575,000 additional shares. The Company expects to use the net proceeds from the offering for general corporate purposes, including funding its reinsurance operations. The joint book-running managers for this offering are Goldman, Sachs & Co. and Lehman Brothers. A preliminary prospectus related to this offering may be obtained from (i) Goldman Sachs & Co., Prospectus Department, 85 Broad St., New York, N.Y. 10004, or by phone at (212) 902-1171 or (ii) Lehman Brothers Inc., Prospectus Department, c/o ADP Financial Services, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, or by phone or fax at 631-254-7106 or 631-254-7268, respectively. A shelf registration statement relating to these securities has been filed with the Securities and Exchange Commission and became effective on October 16, 2003. The offering will only be made pursuant to a prospectus supplement and accompanying prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Add One Reinsurance Group of America, Incorporated, through its subsidiaries, RGA Reinsurance Company and RGA Life Reinsurance Company of Canada, is among the largest providers of life reinsurance in North America. In addition to its North American operations, Reinsurance Group of America, Incorporated has subsidiary companies or offices in Australia, Barbados, Hong Kong, India, Ireland, Japan, Mexico, South Africa, South Korea, Spain, Taiwan, and the United Kingdom. Worldwide, the company has approximately $893 billion of life reinsurance in force, and assets of $10.5 billion as of September 30, 2003. MetLife, Inc. is the beneficial owner of approximately 59 percent of RGA's outstanding shares.