1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A AMENDMENT NO. 1 X Annual report pursuant to Section 13 or 15(d) of the Securities - ----- Exchange Act of 1934 for the fiscal year ended December 31, 1998 Transition report pursuant to Section 13 or 15(d) of the Securities - ----- Exchange Act of 1934 Commission file number 1-11848 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact name of registrant as specified in its charter) MISSOURI 43-1627032 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 660 MASON RIDGE CENTER DRIVE, ST. LOUIS, MISSOURI 63141 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 453-7300 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Name of each exchange Title of each class on which registered ------------------- ------------------- Voting Common Stock, par value $0.01 New York Stock Exchange Non-voting Common Stock, par value $0.01 New York Stock Exchange Preferred Stock Purchase Rights New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting common stock held by non-affiliates of the registrant, based upon the closing sale price of the voting common stock on May 28, 1999, as reported on the New York Stock Exchange was approximately $518,519,586. The aggregate market value of the non-voting common stock held by non-affiliates of the registrant, based upon the closing sale price of the non-voting common stock on May 28, 1999, as reported on the New York Stock Exchange was approximately $222,540,212. As of May 28, 1999, Registrant had outstanding 37,931,669 shares of voting common stock and 7,417,496 shares of non-voting common stock.
2 DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the Annual Report to Shareholders for the year ended December 31,1998 ("the Annual Report") are incorporated by reference in Part I of this Form 10-K. Certain portions of the Definitive Proxy Statement in connection with the 1999 Annual Meeting of Shareholders ("the Proxy Statement") which will be filed with the Securities and Exchange Commission not later than 120 days after the Registrant's fiscal year ended December 31, 1998, are incorporated by reference in Part III of this Form 10-K. 2
3 THE REGISTRANT HEREBY AMENDS ITS FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998, FILED MARCH 30, 1999, TO INCLUDE A REFERENCE TO "QUARTERLY DATA" UNDER ITEM 8 OF PART II. THE QUARTERLY DATA IS INCORPORATED BY REFERENCE TO PAGES 72 AND 73 OF THE ANNUAL REPORT FOR 1998 AND IS INCLUDED AS PART OF EXHIBIT 13.1, WHICH WAS PREVIOUSLY FILED. PART II Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This information is incorporated by reference to the Annual Report for 1998 under the following captions: Page of Annual Index Report ----- ------ Consolidated Balance Sheets 42 Consolidated Statements of Income 43 Consolidated Statements of Stockholders' Equity 44-45 Consolidated Statements of Cash Flows 46 Notes to Consolidated Financial Statements 47-69 Independent Auditors' Report 70 Quarterly Data 72-73 3
4 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Reinsurance Group of America, Incorporated By: /s/ Jack B. Lay 7/23/99 ----------------------------------------- Jack B. Lay Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 4