AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2003
REGISTRATION STATEMENT NO. 333-108200
333-108200-01
333-108200-02
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------------
REINSURANCE GROUP OF AMERICA, INCORPORATED
RGA CAPITAL TRUST III
RGA CAPITAL TRUST IV
(Exact name of registrants as specified in their respective charters)
MISSOURI 46-1627032
DELAWARE 41-6521118
DELAWARE 41-6521120
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)
1370 TIMBERLAKE MANOR PARKWAY
CHESTERFIELD, MISSOURI 63017-6039
(636) 736-7000
(Address, including zip code, and telephone number, including area code
of registrants' principal executive offices)
---------------------
JACK B. LAY COPIES TO:
Executive Vice President and Chief Financial Officer R. RANDALL WANG, ESQ.
Reinsurance Group of America, Incorporated JAMES R. LEVEY, ESQ.
1370 Timberlake Manor Parkway GREGORY A. BILLHARTZ, ESQ.
Chesterfield, Missouri 63017-6039 Bryan Cave LLP
314-736-7000 One Metropolitan Square, Suite 3600
(Name, address, including zip code, and telephone St. Louis, Missouri 63102
number, including area code, of agent for service) 314-259-2000
Fax 314-259-6580
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXPLANATORY NOTE
This Pre-Effective Amendment No. 2 is being filed solely to file a revised
Exhibit 5.2. The remaining portions of this registration statement, including
the prospectus, are not being amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities being registered, other than
underwriting discounts and commissions:
SEC Registration Fee........................................ $ 64,720
Accounting Fees and Expenses................................ $ 75,000
Legal Fees and Expenses..................................... $250,000
Printing and Engraving Expenses............................. $150,000
Trustee Fees................................................ $ 15,000
Miscellaneous............................................... $ 95,280
--------
Total............................................. $650,000
========
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 351.355(1) of the Revised Statutes of Missouri provides that a
corporation may indemnify a director, officer, employee or agent of the
corporation in any action, suit or proceeding other than an action by or in the
right of the corporation, against expenses (including attorney's fees),
judgments, fines and settlement amounts actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action, had no reasonable
cause to believe his contact was unlawful. Section 351.355(2) provides that the
corporation may indemnify any such person in any action or suit by or in the
right of the corporation against expenses (including attorneys' fees) and
settlement amounts actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, except that he may not be indemnified in respect of any matter
in which he has been adjudged liable for negligence or misconduct in the
performance of his duty to the corporation, unless authorized by the court.
Section 351.355(3) provides that a corporation may indemnify any such person
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the action, suit or proceeding if he has been successful
in defense of such action, suit or proceeding and if such action, suit or
proceeding is one for which the corporation may indemnify him under Section
351.355(1) or (2). Section 351.355(7) provides that a corporation shall have the
power to give any further indemnity to any such person, in addition to the
indemnity otherwise authorized under Section 351.355, provided such further
indemnity is either (i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof or (ii)
is authorized, directed or provided for in any by-law or agreement of the
corporation which has been adopted by a vote of the stockholders of the
corporation, provided that no such indemnity shall indemnify any person from or
on account of such person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful misconduct.
The Second Restated Articles of Incorporation of RGA filed as Exhibit 3.1
to this Registration Statement contain provisions indemnifying its directors,
officers, employees and agents to the extent authorized specifically by Sections
351.355(1), (2) (3) and (7). RGA has entered into indemnification contracts with
the officers and directors of RGA. The contracts provide that RGA under certain
circumstances may self-insure against directors' and officers' liabilities now
insured under the policy of insurance
II-1
referred to below and will provide indemnity to the fullest extent permitted by
law against all expenses (including attorneys' fees), judgments, fines and
settlement amounts, paid or incurred in any action or proceeding, including any
act on behalf of RGA, on account of their service as a director or officer of
RGA, any subsidiary of RGA or any other company or enterprise when they are
serving in such capacities at the request of RGA, excepting only cases where the
conduct of such person is adjudged to be knowingly fraudulent, deliberately
dishonest or willful misconduct.
Directors or officers of RGA who are directors or officers of MetLife or
its affiliates may also be entitled to indemnification pursuant to the charter
documents of such companies or under the provisions of agreements with such
companies providing indemnification to them since they serve as directors or
officers of RGA at the request of MetLife or its affiliates, as the case may be.
Such individuals may also be covered by directors' and officers' liability
insurance policies of MetLife or its affiliates, as the case may be.
The forms of Underwriting Agreement to be filed as Exhibits 1.1 to 1.6 to
this Registration Statement will provide for the mutual indemnification of RGA
and any Underwriters, their respective controlling persons, directors and
certain of their officers, against certain liabilities, including liabilities
under the Securities Act of 1933, as amended.
Metropolitan Life Insurance Company, an affiliate of MetLife, Inc.
maintains a policy of insurance under which the directors and officers of RGA
are insured, subject to the limits of the policy, against certain losses, as
defined in the policy, arising from claims made against such directors and
officers by reason of any wrongful acts, as defined in the policy, in their
respective capacities as directors or officers.
Under the amended and restated trust agreement of each trust, RGA will
agree to indemnify each of the administrative trustee of such trust (or any
predecessor trustee for such trust), and to hold harmless such administrative
trustee against any loss, damage, claims, liability or expense incurred without
negligence or bad faith on its part arising out of or in connection with the
acceptance or administration of such trust agreement, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties under such trust
agreement.
ITEM 16. EXHIBITS
(a) Exhibits
1.1 Form of Underwriting Agreement (Debt).*
1.2 Form of Underwriting Agreement (Equity or Depositary
Shares).*
1.3 Form of Underwriting Agreement (Preferred Securities).*
1.4 Form of Underwriting Agreement (Purchase Contracts).*
1.5 Form of Underwriting Agreement (Units).*
1.6 Form of Underwriting Agreement (Warrants).*
3.1 Second Restated Articles of Incorporation of RGA
(incorporated by reference to Exhibit 3.1 to Post-Effective
Amendment No. 2 to the Registration Statements on Form S-3/A
(File Nos. 333-55304, 333-55304-01 and 333-55304-02), filed
on September 6, 2001).
3.2 ByLaws, as amended (incorporated by reference to the
registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 2000 (File No. 1-11848)), at the
corresponding exhibit.
4.1 Senior Indenture, dated as of December 19, 2001, between RGA
and The Bank of New York, as Trustee.***
4.2 Form of Subordinated Indenture.***
4.3 Junior Subordinated Indenture, dated as of December 18,
2001, between RGA and The Bank of New York, as Trustee.***
4.4 Form of Purchase Contract Agreement and Units (including
form of related security certificate).*
II-2
4.5 Form of Pledge Agreement for Purchase Contract and Units.*
4.6 Certificate of Trust of RGA Capital Trust III.***
4.7 Trust Agreement of RGA Capital Trust III.***
4.8 Certificate of Trust of RGA Capital Trust IV.***
4.9 Trust Agreement of RGA Capital Trust IV.***
4.10 Form of Amended and Restated Trust Agreement of RGA Capital
Trust III (including the form of preferred securities).*
4.11 Form of Amended and Restated Trust Agreement of RGA Capital
Trust IV (including the form of preferred securities).*
4.12 Form of Preferred Securities Guarantee Agreement
(incorporated by reference to Exhibit 4.15 to the
Registrant's registration statement on Form S-3 (No.
333-55304), filed with the SEC on February 9, 2001).
4.13 Form of Senior Debt Security.*
4.14 Form of Subordinated Debt Security.*
4.15 Form of Junior Senior Debt Security.*
4.16 Form of Preferred Stock -- Any amendment to RGA's Articles
of Incorporation authorizing the creation of any series of
Preferred Stock or Depositary Shares representing such
shares of Preferred Stock setting forth the rights,
preferences and designations thereof will be filed as an
exhibit subsequently included or incorporated by reference
herein.
4.17 Form of Deposit Agreement for Depositary Shares (including
form of depositary receipt).*
4.18 Form of Warrant Agreement of RGA (including form of warrant
certificate).*
4.19 Form of Unit Agreement of RGA (including form of unit
certificate)*
5.1 Opinion of James E. Sherman, Esq.***
5.2 Opinion of Richards, Layton & Finger, P.A.
5.3 Opinion of Bryan Cave LLP.***
12.1 Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preference
Dividends.***
23.1 Consent of Deloitte and Touche LLP.***
23.2 Consent of James E. Sherman, Esq. (contained in Exhibit
5.1).***
23.3 Consent of Richards, Layton & Finger, P.A. (contained in
Exhibit 5.2).
23.4 Consent of Bryan Cave LLP (contained in Exhibit 5.3).***
24.1 Power of Attorney.***
25.1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Senior Trustee, as Trustee under the
Senior Indenture.***
25.2 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Subordinated Trustee, as Trustee under
the Subordinated Indenture.**
25.3 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under
the Junior Subordinated Indenture.***
25.4 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee of the Preferred Securities Guarantee of RGA for the
benefit of the holders of Preferred Securities of RGA
Capital Trust III.***
25.5 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee of the Preferred Securities Guarantee of RGA for the
benefit of the holders of the Preferred Securities of RGA
Capital Trust IV.***
II-3
25.6 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under the Amended and Restated Trust Agreement of
RGA Capital Trust III.***
25.7 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under the Amended and Restated Trust Agreement of
RGA Capital Trust IV.***
- ---------------
* Indicates document to be filed as an exhibit to a report on Form 8-K or Form
10-Q pursuant to Item 601 of Regulation S-K and incorporated herein by
reference.
** To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture
Act of 1939, as amended.
*** Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with the Securities and Exchange Commission
by the registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Reinsurance Group of America, Incorporated's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless in
the opinion of their respective counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(d) If the securities registered are to be offered at competitive bidding,
the undersigned registrants hereby undertake: (1) to use their respective best
efforts to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at that time meets the requirements of Section 10(a) of the Act, and relating to
the securities offered at competitive bidding, as contained in the registration
statement, together with any supplements thereto, and (2) to file an amendment
to the registration statement reflecting the results of bidding, the terms of
the reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the opening
of bids, of a prospectus relating to the securities offered at competitive
bidding, unless no further public offering of such securities by the issuer and
no reoffering of such securities by the purchasers is proposed to be made.
(e) The undersigned registrants hereby undertake:
(1) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(f) The undersigned registrants hereby undertake to file an application for
the purpose of determining the eligibility of the trustee under subsection (a)
of Section 310 of the Trust Indenture Act (the "Act") in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Reinsurance
Group of America, Incorporated certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in St. Louis, Missouri, on October 16,
2003.
REINSURANCE GROUP OF AMERICA,
INCORPORATED
By: /s/ JACK B. LAY
------------------------------------
Jack B. Lay
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of the
registrant in the capacities indicated and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ STEWART G. NAGLER* Chairman of the Board and October 16, 2003
- -------------------------------------- Director
Stewart G. Nagler
/s/ A. GREIG WOODRING* President, Chief Executive October 16, 2003
- -------------------------------------- Officer and Director
A. Greig Woodring
/s/ J. CLIFF EASON* Director October 16, 2003
- --------------------------------------
J. Cliff Eason
/s/ STUART I. GREENBAUM* Director October 16, 2003
- --------------------------------------
Stuart I. Greenbaum
/s/ JOSEPH A. REALI* Director October 16, 2003
- --------------------------------------
Joseph A. Reali
/s/ WILLIAM A. PECK, M.D.* Director October 16, 2003
- --------------------------------------
William A. Peck, M.D.
/s/ ALAN C. HENDERSON* Director October 16, 2003
- --------------------------------------
Alan C. Henderson
/s/ JACK B. LAY Executive Vice President and October 16, 2003
- -------------------------------------- Chief Financial Officer
Jack B. Lay (Principal Financial and
Accounting Officer)
By: /s/ JACK B. LAY
------------------------------
Jack B. Lay
Attorney-in-Fact
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RGA Capital
Trust III and RGA Capital Trust IV certify that they have reasonable grounds to
believe that they meet all of the requirements for filing on Form S-3 and have
duly caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in St. Louis, Missouri, on October 16,
2003.
RGA CAPITAL TRUST III
By: Reinsurance Group of America,
Incorporated,
as Depositor
By: /s/ JACK B. LAY
----------------------------------
Jack B. Lay
Executive Vice President and
Chief Financial Officer
RGA CAPITAL TRUST IV
By: Reinsurance Group of America,
Incorporated,
as Depositor
By: /s/ JACK B. LAY
----------------------------------
Jack B. Lay
Executive Vice President and
Chief Financial Officer
II-7
EXHIBIT INDEX
1.1 Form of Underwriting Agreement (Debt).*
1.2 Form of Underwriting Agreement (Equity or Depositary
Shares).*
1.3 Form of Underwriting Agreement (Preferred Securities).*
1.4 Form of Underwriting Agreement (Purchase Contracts).*
1.5 Form of Underwriting Agreement (Units).*
1.6 Form of Underwriting Agreement (Warrants).*
3.1 Second Restated Articles of Incorporation of RGA
(incorporated by reference to Exhibit 3.1 to Post-Effective
Amendment No. 2 to the Registration Statements on Form S-3/A
(File Nos. 333-55304, 333-55304-01 and 333-55304-02), filed
on September 6, 2001).
3.2 ByLaws, as amended (incorporated by reference to the
registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 2000 (File No. 1-11848)), at the
corresponding exhibit.
4.1 Senior Indenture, dated as of December 19, 2001, between RGA
and The Bank of New York, as Trustee.***
4.2 Form of Subordinated Indenture.***
4.3 Junior Subordinated Indenture, dated as of December 18,
2001, between RGA and The Bank of New York, as Trustee.***
4.4 Form of Purchase Contract Agreement and Units (including
form of related security certificate).*
4.5 Form of Pledge Agreement for Purchase Contract and Units.*
4.6 Certificate of Trust of RGA Capital Trust III.***
4.7 Trust Agreement of RGA Capital Trust III.***
4.8 Certificate of Trust of RGA Capital Trust IV.***
4.9 Trust Agreement of RGA Capital Trust IV.***
4.10 Form of Amended and Restated Trust Agreement of RGA Capital
Trust III (including the form of preferred securities).*
4.11 Form of Amended and Restated Trust Agreement of RGA Capital
Trust IV (including the form of preferred securities).*
4.12 Form of Preferred Securities Guarantee Agreement
(incorporated by reference to Exhibit 4.15 to the
Registrant's registration statement on Form S-3 (No.
333-55304), filed with the SEC on February 9, 2001).
4.13 Form of Senior Debt Security.*
4.14 Form of Subordinated Debt Security.*
4.15 Form of Junior Senior Debt Security.*
4.16 Form of Preferred Stock -- Any amendment to RGA's Articles
of Incorporation authorizing the creation of any series of
Preferred Stock or Depositary Shares representing such
shares of Preferred Stock setting forth the rights,
preferences and designations thereof will be filed as an
exhibit subsequently included or incorporated by reference
herein.
4.17 Form of Deposit Agreement for Depositary Shares (including
form of depositary receipt).*
4.18 Form of Warrant Agreement of RGA (including form of warrant
certificate).*
4.19 Form of Unit Agreement of RGA (including form of unit
certificate).*
5.1 Opinion of James E. Sherman, Esq.***
5.2 Opinion of Richards, Layton & Finger, P.A.
5.3 Opinion of Bryan Cave LLP.***
12.1 Computation of Ratios of Earnings to Fixed Charges and
Ratios of Earnings to Combined Fixed Charges and Preference
Dividends.***
23.1 Consent of Deloitte and Touche LLP.***
23.2 Consent of James E. Sherman, Esq. (contained in Exhibit
5.1).***
23.3 Consent of Richards, Layton & Finger, P.A. (contained in
Exhibit 5.2).
23.4 Consent of Bryan Cave LLP (contained in Exhibit 5.3).***
24.1 Power of Attorney.***
25.1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Senior Trustee, as Trustee under the
Senior Indenture.***
25.2 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Subordinated Trustee, as Trustee under
the Subordinated Indenture.**
25.3 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under
the Junior Subordinated Indenture.***
25.4 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee of the Preferred Securities Guarantee of RGA for the
benefit of the holders of Preferred Securities of RGA
Capital Trust III.***
25.5 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Guarantee
Trustee of the Preferred Securities Guarantee of RGA for the
benefit of the holders of the Preferred Securities of RGA
Capital Trust IV.***
25.6 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under the Amended and Restated Trust Agreement of
RGA Capital Trust III.***
25.7 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property
Trustee under the Amended and Restated Trust Agreement of
RGA Capital Trust IV.***
- ---------------
* Indicates document to be filed as an exhibit to a report on Form 8-K or Form
10-Q pursuant to Item 601 of Regulation S-K and incorporated herein by
reference.
** To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture
Act of 1939, as amended.
*** Previously filed.
EXHIBIT 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
October 16, 2003
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Re: RGA Capital Trust III and RGA Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for RGA Capital Trust III
("Trust III") and RGA Capital Trust IV ("Trust IV"), each a Delaware statutory
trust, in connection with the matters set forth herein. Trust III and Trust IV
are hereinafter collectively referred to as the "Trusts" and sometimes
hereinafter individually referred to as a "Trust". At your request, this opinion
is being furnished to you.
We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below, including the
following documents:
(a) The Certificate of Trust of Trust III (the "Trust III Certificate
of Trust"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on August 4,
2003;
(b) The Certificate of Trust of Trust IV (the "Trust IV Certificate of
Trust," together with the Trust III Certificate of Trust, the
"Certificates of Trust"), as filed in the office of the Secretary
of State on August 4, 2003;
(c) The Trust Agreement of Trust III, dated as of August 4, 2003,
among Reinsurance Group of America, Incorporated, a Missouri
corporation (the "Company"), and the trustees of Trust III named
therein;
(d) The Trust Agreement of Trust IV, dated as of August 4, 2003, among
the Company and the trustees of Trust IV named therein;
(e) The Registration Statement on Form S-3 (the "Registration
Statement"), including a preliminary prospectus (the
"Prospectus"), relating to, among other things, the Preferred
Securities of the Trusts representing preferred beneficial
interests in the assets of the Trusts (each, a "Preferred
Security"
RGA Capital Trust III & RGA Capital Trust IV
Reinsurance Group of America, Incorporated
October 16, 2003
Page 2
and collectively, the "Preferred Securities"), in the form filed
by the Company and the Trusts with the Securities and Exchange
Commission on August 25, 2003, as amended by the Pre-Effective
Amendment to Form S-3, in the form to be filed by the Company and
the Trusts with the Securities and Exchange Commission on or about
October 16, 2003;
(f) A form of Amended and Restated Trust Agreement for each of the
Trusts, to be entered into among the Company and the trustees of
the Trust named therein (collectively, the "Trust Agreements" and
individually, a "Trust Agreement"), incorporated by reference in
the Registration Statement (including Exhibit D thereto);
(g) An Officer's Certificate of an officer of the Company as to
certain factual matters, a copy of which is attached hereto as
Exhibit A; and
(h) A Certificate of Good Standing for each of the Trusts, dated
October 10, 2003, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) except to the extent
provided in paragraph 1 below, the due organization or due formation, as the
case may be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its organization or
formation, (ii) the legal capacity of natural persons who are parties to the
documents examined by us, (iii) other than as to The Bank of New York (Delaware)
(the "Delaware Trustee"), that each of the parties to the documents examined by
us has the power and authority to execute and deliver, and to perform its
obligations under, such documents, (iv) other than as to the Delaware Trustee,
the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (v) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreements
and the Registration Statement, and (vi) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreements and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.
This opinion is limited to the Delaware Statutory Trust Act, including
the statutory provisions and all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws, and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
RGA Capital Trust III & RGA Capital Trust IV
Reinsurance Group of America, Incorporated
October 16, 2003
Page 3
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in
good standing as a statutory trust under the Statutory Trust Act.
2. The Preferred Securities of each Trust will be, when issued, validly
issued, fully paid and nonassessable beneficial interests in the assets of the
applicable Trust, subject to the qualifications set forth in paragraph 3 below.
3. The Preferred Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Preferred
Security Holders may be obligated to make payments as set forth in the Trust
Agreements.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
GCK/gmh
Exhibit A
REINSURANCE GROUP OF AMERICA, INCORPORATED
OFFICER'S CERTIFICATE
The undersigned, an authorized officer of Reinsurance Group of America,
Incorporated ("RGA"), Depositor, pursuant to the Trust Agreements of RGA Capital
Trust III ("Trust III") and RGA Capital Trust IV ("Trust IV"), each of which is
dated as of August 4, 2003 (the "Trust Agreements"), between Reinsurance Group
of America, Incorporated, as Depositor, and the Trustees named therein, does
hereby certify to Richards, Layton & Finger, P.A. that each of the Trust
Agreements constitute and, when executed, the Amended and Restated Trust
Agreements of Trust III and Trust IV, each of which will be in the form filed as
an exhibit to the Registration Statement on Form S-3 filed by RGA, Trust III
and Trust IV with the Securities and Exchange Commission on August 25, 2003 (the
"Amended and Restated Trust Agreements"), will constitute the entire agreement
among the parties thereto with respect to the subject matter thereof, including
with respect to the creation, operation and termination of the applicable Trust,
and that the Certificates of Trust will be in full force and effect and will not
be amended.
Dated: October 15, 2003 /s/ Jack B. Lay
-----------------------------------------
Name: Jack B. Lay
Title: Executive Vice President and Chief
Financial Officer
