1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998.
Registration No. 333--------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
REINSURANCE GROUP OF AMERICA, INCORPORATED
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MISSOURI 43-1627032
- -------------------------------- ---------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
660 Mason Ridge Center Drive, St. Louis, Missouri 63141
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
REINSURANCE GROUP OF AMERICA, INCORPORATED FLEXIBLE STOCK PLAN
- ------------------------------------------------------------------------------
(Full Title of the Plan)
JAMES E. SHERMAN, 700 MARKET STREET, ST. LOUIS, MISSOURI 63101
- ------------------------------------------------------------------------------
(Name and Address of Agent For Service)
(314) 444-0646
- ------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Proposed
Title Of Each Maximum Proposed
Securities Amount Offering Maximum Amount of
To Be To Be Price Aggregate Offering Registration
Registered Registered Per Unit Price Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share 341,898 $49.5625 $16,945,320 $4,999
-------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase Rights 341,898
-------------------------------------------------------------------------------------------------------------------------
Calculated pursuant to Rules 457(h) and 457(c) under the Securities Act
of 1933, as amended, based on the average of the high and low prices of
the Common Stock reported on the New York Stock Exchange on
April 27, 1998. The maximum offering price per unit and maximum
aggregate offering price are calculated solely for the purpose of
determining the registration fee.
A registration fee of $7,574 was paid in connection with the
registration of 1,237,500 shares of Common Stock and Preferred Stock
Purchase Rights (Registration Statement No. 33-62274) reserved for
issuance under the Flexible Stock Plan (as adjusted to give effect to
the Registrant's three-for-two stock split effected after the filing of
such Registration Statement). This Registration Statement registers an
additional 341,898 shares of Common Stock and Preferred Stock Purchase
Rights that have become available for issuance under the Flexible Stock
Plan since the date of the original Registration Statement.
This Registration Statement also covers such additional shares of
Common Stock and Preferred Stock Purchase Rights as may be issuable
pursuant to anti-dilution provisions.
Each share of Common Stock issued also represents one Preferred Stock
Purchase Right. Preferred Stock Purchase Rights cannot trade
separately from the underlying Common Stock and, therefore, do not
carry a separate price or necessitate an additional registration fee.
2
INCORPORATION BY REFERENCE OF PREVIOUS REGISTRATION STATEMENT
The Registrant registered 1,237,500 shares of Common Stock and related
Preferred Stock Purchase Rights, which are issuable under the Reinsurance
Group of America, Incorporated Flexible Stock Plan (the "Plan"), on a
Registration Statement on Form S-8 (No. 33-62274) filed with the Securities
and Exchange Commission on May 6, 1993 (the "Original Registration
Statement"). (The number of shares originally registered has been adjusted
to give effect to the registrant's three-for-two stock split effected in
August 1997). This Registration Statement registers an additional 341,898
shares of Common Stock and Preferred Stock Purchase Rights that have become
available for issuance since the date of the Original Registration Statement
under Section 3.1 of the Plan, which provides for annual automatic increases
in the number of shares available under the Plan.
Pursuant to General Instruction E to Form S-8, certain portions of the
Original Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1997
filed by the registrant with the Securities and Exchange Commission
(the "Commission") under the Securities Exchange Act of 1934, as
amended (the "1934 Act").
(b) The description of the registrant's Common Stock contained in the
registrant's Registration Statement on Form 8-A dated April 6, 1993,
as amended by Amendment No. 1, filed under the 1934 Act.
(c) The description of the registrant's Preferred Stock Purchase Rights
contained in the registrant's Registration Statement on Form 8-A
dated April 6, 1993, as amended by Amendment No. 1, filed under the
1934 Act.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Incorporated by reference to Item 4 of the Original Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the securities registered hereunder is being
passed upon by James E. Sherman, General Counsel and Secretary of the
registrant, who holds options to purchase 1,266 shares of the registrant's
Common Stock, which options were granted pursuant to the Flexible Stock Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated by reference to Item 6 of the Original Registration
Statement.
II-1
3
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on page II-4.
ITEM 9. UNDERTAKINGS.
Incorporated by reference to Item 9 of the Original Registration
Statement.
II-2
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
April 22, 1998.
REINSURANCE GROUP OF AMERICA, INCORPORATED
By: /s/ A. Greig Woodring
------------------------------------------
A. Greig Woodring
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
NAME TITLE DATE
/s/ Richard A. Liddy Chairman of the Board and Director April 22, 1998
- -----------------------------
Richard A. Liddy
/s/ A. Greig Woodring President, Chief Executive Officer and Director April 22, 1998
- ----------------------------- (Principal Executive Officer)
A. Greig Woodring
- ----------------------------- Director
J. Cliff Eason
- ----------------------------- Director
Bernard A. Edison
/s/ Stuart I. Greenbaum Director April 22, 1998
- -----------------------------
Stuart I. Greenbaum
/s/ William A. Peck Director April 22, 1998
- -----------------------------
William A. Peck, M.D.
/s/ Leonard M. Rubenstein Director April 22, 1998
- -----------------------------
Leonard M. Rubenstein
/s/ Willliam P. Stiritz Director April 22, 1998
- -----------------------------
William P. Stiritz
/s/ Edwin Trusheim Director April 22, 1998
- -----------------------------
Edwin Trusheim
/s/ Jack B. Lay Executive Vice President and Chief Financial Officer April 22, 1998
- ----------------------------- (Principal Financial and Accounting Officer)
Jack B. Lay
II-3
5
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
3.1 Restated Articles of Incorporation of Reinsurance Group of
America, Incorporated, incorporated by reference to Exhibit 3.1
to Registration Statement on Form S-1 (No. 33-58960) filed
March 2, 1993
3.2 Bylaws of RGA, incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-1 (No. 33-58960) filed
March 2, 1993
3.3 Form of Certificate of Designations for Series A Junior
Participating Preferred Stock (included as Exhibit A to
Exhibit 4.2)
4.1 Specimen Certificate for Common Stock, incorporated by
reference to Exhibit 4.1 to Amendment No. 1 to Registration
Statement on Form S-1 (File No. 33-58960) filed April 14, 1993
4.2 Rights Agreement dated as of May 4, 1993 between Reinsurance
Group of America, Incorporated and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, incorporated by reference to
Exhibit 4.2 to Amendment No. 1 to Form 10-Q for the quarter
ended March 31, 1997 (No. 1-11848) filed May 21, 1997.
5.1 Opinion of Legal Counsel
10.22 Reinsurance Group of America, Incorporated Flexible Stock Plan,
as amended and restated effective November 1, 1996,
incorporated by reference to Exhibit 10.22 to Form 10-K for the
Year Ended December 31, 1996 filed March 24, 1997
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Legal Counsel (included in Exhibit 5.1)
II-4
1
Exhibit 5.1
[RGA logo] 660 Mason Ridge Ctr. Dr.
St. Louis, Missouri
63141-8577
Tel: 314-453-7300
http://www.rgare.com
April 29, 1998
Board of Directors
Reinsurance Group of America, Incorporated
660 Mason Ridge Center Drive
St. Louis, MO 63141
To the Board of Directors of Reinsurance Group of America, Incorporated:
I am General Counsel and Secretary of Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"). This opinion is being
rendered in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), covering the offering of up to 341,898 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"), and the same
number of associated Preferred Stock Purchase Rights (the "Rights") pursuant
to the Company's Flexible Stock Plan.
My opinion is limited to the laws of the State of Missouri and the
United States and relies as to matters of fact, to the extent I deem proper,
on certificates and statements of responsible officers of the Company and
public officials.
Based on the foregoing and in reliance thereon, I am of the opinion
that the Shares, if sold in accordance with the terms set forth in the
Registration Statement, will be legally issued, fully paid and
non-assessable, and the Rights, if issued in accordance with the terms set
forth in the Registration Statement, will be legally issued, fully paid and
non-assessable (subject to the terms and conditions of the Rights as
applicable to their exercise).
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ James E. Sherman
James E. Sherman
A SUBSIDIARY OF GENERAL AMERICAN LIFE INSURANCE COMPANY
1
Exhibit 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors
Reinsurance Group of America, Incorporated
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Reinsurance Group of America, Incorporated, with respect to the
registration of 341,898 shares of Common Stock, of our reports dated January
29, 1998, relating to the consolidated balance sheets of Reinsurance Group of
America, Incorporated and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
and all related schedules, which reports are included in the December 31, 1997
annual report on Form 10-K of Reinsurance Group of America, Incorporated.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
St. Louis, Missouri
April 29, 1998
