UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 5, 2005 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact Name of Registrant as Specified in its Charter) 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 December 5, 2005, Reinsurance Group of America, Incorporated (the "Company") issued a press release (the "Press Release") announcing, among other things, the pricing of $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: December 7, 2005 By: /s/ Jack B. Lay ----------------------------- Jack B. Lay Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT 99.1 ST. LOUIS--(BUSINESS WIRE)--Dec. 5, 2005--Reinsurance Group of America, Incorporated (NYSE:RGA) announced today that it has priced $400 million of Junior Subordinated Debentures pursuant to a public offering. RGA expects to use the net 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 pursuant to an accelerated share repurchase program and for general corporate purposes. The Junior Subordinated Debentures have a 60-year final maturity and feature a fixed rate coupon of 6.75% for an initial ten-year period with an issue price of 99.660%. After the initial ten-year period, the coupon will become floating. The Junior Subordinated Debentures are rated Baa3 by Moody's Investors Service, BBB- by Standard & Poor's and bbb by A.M. Best. RGA expects to complete the offering on December 8, 2005, subject to customary closing conditions. 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. Copies of the prospectus and prospectus supplement relating to the Junior Subordinated Debentures may be obtained by contacting Morgan Stanley & Co., 180 Varick Street, New York, New York 10004, or Lehman Brothers, 745 Seventh Avenue, Attention: High Grade Fixed Income Syndicate, New York, New York 10019, or call (212) 526-9664. 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 www.rgare.com