SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 16)^*

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

     The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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     This Amendment amends and supplements the Statement on Schedule 13D, as amended (the “Schedule 13D Statement”), relating to the shares of class A common stock, par value $0.01 per share, and related Series A-1 preferred stock purchase rights (collectively, the “RGA class A common stock”), of Reinsurance Group of America, Incorporated (“RGA” or the “Issuer”) previously filed by (i) MetLife, Inc. (“MLINC”), (ii) Metropolitan Life Insurance Company, a wholly owned subsidiary of MLINC (“MetLife”), (iii) GenAmerica Financial, LLC, a wholly owned subsidiary of MetLife (“GenAm Financial”) and (iv) General American Life Insurance Company, a wholly owned subsidiary of GenAm Financial (“GenAm Life” and collectively with MLINC, MetLife and GenAm Financial, the “Filing Parties”). This Amendment is being filed to update the Schedule 13D Statement in light of certain recent events. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D Statement.

ITEM 4. PURPOSE OF TRANSACTION.

     Item 4 is hereby amended by adding the following after the last paragraph thereof:

     “On November 4, 2008, RGA completed a public offering of 10,235,000 shares of RGA class A common stock at $33.89 per share (the “Offering”). Although the Filing Parties have not acquired or disposed of any shares of RGA class A common stock, the percentage ownership of RGA class A common stock of the Filing Parties has changed as a result of the Offering.”

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     Item 5 is hereby amended by replacing the first sentence of the first paragraph of Item 5(a) and (b) with the following:

     "(a) and (b). As of November 4, 2008, each of the Filing Parties beneficially owned 3,000,000 shares of RGA class A common stock, which represents approximately 6.9% of the outstanding shares of RGA class A common stock and approximately 4.1% of the outstanding shares of RGA class A common stock and RGA class B common stock, taken together. The other information contained in Item 4 of this Schedule 13D Statement is incorporated herein by reference.”

     Item 5 is hereby further amended by replacing the last paragraph of Item 5(a) and (b) with the following:

     “The percentage amounts set forth in Item 5 assume that 43,315,776 shares of RGA class A common stock are issued and outstanding immediately following the Offering and that 29,243,539 shares of RGA class B common stock are issued and outstanding at the same time. As reported in the Proxy Statement furnished to RGA shareholders in connection with the special meeting of RGA shareholders, scheduled to be held on November 25, 2008, there were 33,080,776 shares of RGA class A common stock issued and outstanding and 29,243,539 shares of RGA class B common stock issued and outstanding as of October 17, 2008. Following the completion of the Offering on November 4, 2008, an additional 10,235,000 shares of RGA class A common stock were issued and outstanding.”

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     Item 7 is hereby amended by amending and supplementing the exhibits as follows:

Exhibit		Description of Exhibits
1		Directors and Executive Officers of the Filing Parties
9		Agreement Required for Joint Filing under Rule 13d-1(k)(1)

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 5, 2008

EXHIBIT 1

Directors and Executive Officers of the Filing Parties

Set forth below is the name and present principal occupation or employment of each director and executive officer of MLINC and MetLife. MLINC is a holding company and MetLife is an insurance company. The principal business address of MLINC and MetLife is 200 Park Avenue, New York, NY 10166-0188. Unless otherwise noted, the business address of each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States.

Directors

Name and Business Address		Principal Occupation or Employment
Sylvia Mathews Burwell		President of the Global Development
The Bill and Melinda Gates Foundation		Program at the Bill and Melinda Gates Foundation
1551 Eastlake Avenue East
Seattle, Washington 98102
Eduardo Castro-Wright		President and Chief Executive
Wal-Mart Stores, Inc.		Officer of Wal-Mart Stores, USA
702 Southwest 8th St.
Bentonville, AK 72716
Burton A. Dole, Jr.		Retired Chairman of Dole/Neal LLC (privately-held energy management firm), and retired Partner and Chief Executive Officer of MedSouth Therapy Associates, LLC (rehabilitative health care)
Cheryl W. Grise		Retired Executive Vice President of Northeast Utilities (public utility holding company)
C. Robert Henrikson		Chairman, President and Chief Executive Officer, MLINC and MetLife
R. Glenn Hubbard		Dean of the Graduate School of Business at Columbia University
Dean’s Office		(business school)
Columbia Business School
Uris Hall
3022 Broadway
New York, New York 10027
John M. Keane		Co-Founder and Senior Managing
2020 K Street N.W.		Director of Keane Advisors, LLC
Suite 300		(private equity investment firm)
Washington, DC 20006

Name and Business Address		Principal Occupation or Employment
James M. Kilts		Partner, Centerview Partners Management, LLC (financial advisory firm)
Centerview Partners Management, LLC
16 School St.
Rye, NY 10580
Hugh B. Price		Senior Fellow, Brookings Institution
Brookings Institution
1775 Massachusetts Avenue, NW
Washington, D.C. 20036
David Satcher		Director of the Satcher Health
Morehouse School of Medicine		Leadership Institute and the Center
720 Westview Drive SW		of Excellence on Health Disparities
Atlanta, Georgia 30310-1495		at the Morehouse School of Medicine
Kenton J. Sicchitano		Retired Global Managing Partner of PricewaterhouseCoopers, LLP (assurance, tax and advisory services)
William C. Steere, Jr. Pfizer Inc. 235 East 42nd Street, 22nd Floor New York, New York 10017		Director and Retired Chairman of the Board and Chief Executive Officer of Pfizer Inc.
Lulu C. Wang		Chief Executive Officer of Tupelo Capital Management, LLC
Tupelo Capital Management LLC
12 E. 49th St.
New York, NY 10017

Executive Officers (who are not directors)

Name		Principal Occupation or Employment
Ruth A. Fattori		Executive Vice President and Chief Administrative Officer, MLINC and MetLife
Steven A. Kandarian		Executive Vice President and Chief Investment Officer, MLINC and MetLife
James L. Lipscomb		Executive Vice President and General Counsel, MLINC and MetLife
Maria R. Morris		Executive Vice President, Technology and Operations, MLINC and MetLife
William J. Mullaney		President, Institutional Business, MLINC and MetLife
William J. Toppeta		President, International, MLINC and MetLife
Lisa M. Weber		President, Individual Business, MLINC and MetLife
William J. Wheeler		Executive Vice President and Chief Financial Officer, MLINC and MetLife

GenAm Financial is a holding company. The principal business address of GenAm Financial is One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, New York 11101. GenAm Financial is a limited liability company with MetLife serving as its Manager. The directors and executive officers of MetLife are listed above.

Set forth below is the name and present principal occupation or employment of each director and executive officer of GenAm Life. GenAm Life is an insurance company. The principal business address of GenAm Life is 13045 Tesson Ferry Road, St. Louis, Missouri 63128. Unless otherwise noted, the business address for each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States.

Name and Business Address		Principal Occupation or Employment
Michael K. Farrell		Executive Vice President, MetLife; Director,
10 Park Avenue		GenAm Life
Morristown, New Jersey 07962
Ruth A. Fattori		Executive Vice President and Chief Administrative Officer, MLINC and MetLife; Director, GenAm Life
James L. Lipscomb		Executive Vice President and General Counsel, MLINC and MetLife; Director, GenAm Life
William J. Mullaney		President, Institutional Business, MLINC and MetLife; Director, GenAm Life
Joseph J. Prochaska, Jr.		Executive Vice President and Chief Accounting Officer, MLINC, MetLife and GenAm Life
Eric T. Steigerwalt		Senior Vice President and Treasurer, MLINC, MetLife and GenAm Life; Director, GenAm Life
Stanley J. Talbi		Executive Vice President, MetLife; Director, GenAm Life
Michael J. Vietri		Executive Vice President, MetLife; Director, GenAm Life
Lisa M. Weber		President, Individual Business, MLINC and MetLife; Chairman of the Board, President, Chief Executive Officer and Director, GenAm Life
William J. Wheeler		Executive Vice President and Chief Financial Officer, MLINC and MetLife; Director, GenAm Life

EXHIBIT 9

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Reinsurance Group of America, Incorporated, and agree that such statement is, and any amendments thereto filed by any of them will be, filed on behalf of each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

Dated: November 5, 2008