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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
On November 28, 2005, Reinsurance Group of America, Incorporated (the
"Company") issued a press release (the "Press Release") announcing, among other
things, the offering of approximately $400 million of junior subordinated
debentures pursuant to a public offering. A copy of the Press Release is
furnished with this report as Exhibit 99.1 and incorporated by reference herein.
This report does not constitute an offer to sell or the solicitation
of an offer to buy any securities of the Company, 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. The offer of the junior subordinated debentures as described above
will be made solely by means of a prospectus in accordance with the Securities
Act of 1933, as amended.
The information in Item 7.01 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
See exhibit index.
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 28, 2005 By: /s/ Jack B. Lay
-----------------------------
Jack B. Lay
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
99.1 Press release issued November 28, 2005
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
REINSURANCE GROUP OF AMERICA ANNOUNCES OFFERING
OF JUNIOR SUBORDINATED DEBENTURES
ST. LOUIS--(BUSINESS WIRE)--Nov. 28, 2005--Reinsurance Group of
America, Incorporated (NYSE:RGA) announced today that it intends to offer
approximately $400 million of Junior Subordinated Debentures pursuant to a
public offering. RGA expects to use the proceeds from the sale of its Junior
Subordinated Debentures to repay at maturity $100 million of its 7.25% Senior
Notes in April 2006, to fund an approximate $100 million stock buyback and for
general corporate purposes.
The Junior Subordinated Debentures will be offered in two tranches and
have a 60-year final maturity. The first tranche will have a fixed rate coupon
for an initial five-year period and will be callable after five years. The
second tranche will have a fixed rate coupon for an initial 10-year period and
will be callable after 10 years. After the initial periods, the coupons on both
securities will become floating. RGA expects the securities to be rated Baa3 by
Moody's Investors Service, BBB- by Standard & Poor's and bbb by A.M. Best.
Morgan Stanley is acting as sole structuring advisor on this offering.
The joint book-runners are Morgan Stanley and Lehman Brothers.
This news release does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Junior
Subordinated Debentures 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 states.
When available, copies of the prospectus and prospectus supplement,
subject to completion, relating to the Junior Subordinated Debentures may be
obtained by contacting Morgan Stanley & Co., 180 Varick Street, New York, New
York 10004, or the offices of any of the joint book managers identified above.
ABOUT REINSURANCE GROUP OF AMERICA
Reinsurance Group of America, Incorporated, through its subsidiaries,
is among the largest global providers of life reinsurance. In addition to its
U.S. and Canadian operations, Reinsurance Group of America, Incorporated has
subsidiary companies or offices in Australia, Barbados, China, Hong Kong, India,
Ireland, Japan, Mexico, South Africa, South Korea, Spain, Taiwan, and the United
Kingdom. Worldwide, the company has approximately $1.7 trillion of life
reinsurance in force, and assets of $15.4 billion. MetLife, Inc. is the
beneficial owner of approximately 51 percent of RGA's outstanding shares.
CONTACT: Reinsurance Group of America, Incorporated
Jack B. Lay, 636-736-7439
