View:
================================================================================ 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: December 10, 2001 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact Name of Registrant as Specified in its Charter) 1370 Timberlake Manor Parkway Chesterfield, Missouri 63017 (Address of Principal Executive Office) Registrant's telephone number, including area code: (636) 736-7000 ================================================================================
MISSOURI 1-11848 43-1627032 (State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification Number) Incorporation) ITEM 5. OTHER EVENTS. Reinsurance Group of America, Incorporated ("RGA") is filing this Current Report on Form 8-k to report on recent events as discussed below. When we use the terms "we," "us" or "our" below, we mean RGA and its subsidiaries on a consolidated basis, unless the context implies otherwise. On December 10, 2001, RGA issued a press release announcing that it intends to offer approximately $225 million of Trust Preferred Income Equity Redeemable Securities (PIERS) units, subject to a 15% underwriter over-allotment option, and $200 million aggregate principal amount of its Senior Notes due 2011, pursuant to separate public offerings. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. ARGENTINE PENSION BUSINESS On October 25, 2001, we announced that we were reviewing the recent experience of our reinsurance of Argentina's privatized pension program, which we refer to as the "AFJP business," and that several aspects of the pension fund claims flow were not developing as was contemplated when the reinsurance programs were initially priced. As a result, we will add to reserves and record a charge during the fourth quarter of $35 million, on a pre-tax basis. We established these reserves based on assumptions concerning the run-off of the remaining AFJP business and current market conditions. We believe the resultant reserve levels will be adequate to cover the run-off of that business. If, however, our assumptions prove incorrect or market conditions change, we may need to establish additional reserves. In addition, subsequent to September 30, 2001, we sold substantially all our remaining Argentine-based bond investments supporting the privatized pension reinsurance, resulting in a pre-tax realized investment loss of $4.2 million. ACCIDENT AND HEALTH ARBITRATION Since April of 2000, RGA Reinsurance has been involved in a dispute with a ceding company involving certain quota share reinsurance agreements covering first dollar medical insurance policies in our discontinued accident and health business. The dispute was subsequently referred to an arbitration panel pursuant to the terms of these reinsurance agreements. Recently, the arbitration panel issued its final award, which requires RGA Reinsurance to make a payment to the ceding company. RGA Reinsurance will incur a charge, after utilization of existing reserves, of approximately $10.0 million on a pre-tax basis in the fourth quarter of 2001 relating to the arbitration. INVESTMENTS IN SECURITIES OF ENRON CORP. AND ITS AFFILIATES As of December 5, 2001, we held $10.0 million par value (book value of $8.92 million) of notes issued by Enron Corp., which recently filed for bankruptcy. As of December 5, 2001, the Enron bonds had a quoted market value of $2.6 million. Additionally, until December 3, 2001, we held $2.5 million par value (book value is the same) of bonds issued by an Enron affiliate, and the sale of the bonds resulted in a pre-tax loss of $2.2 million. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit No. Exhibit 99.1 Press Release of RGA, dated December 10, 2001. 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 10, 2001 By: /s/ Jack B. Lay ------------------------------------ Name: Jack B. Lay Title: Executive Vice President and Chief Financial Officer 3
EXHIBIT 99.1 For further information, contact Jack B. Lay Executive Vice President and Chief Financial Officer (636) 736-7439 RGA ANNOUNCES OFFERING OF TRUST PIERS UNITS AND SENIOR NOTES ST. LOUIS, December 10, 2001 - Reinsurance Group of America, Incorporated (NYSE:RGA) announced today that it intends to offer approximately $225 million of Trust PIERS units, the components of which are preferred securities issued by a business trust formed by RGA and a warrant to purchase common stock of RGA, and $200 million aggregate principal amount of Senior Notes due 2011, pursuant to separate public offerings. The senior notes offering is conditioned on the completion of the Trust PIERS units offering. Lehman Brothers and Banc of America Securities are acting as underwriters for the Trust PIERS units offering. Banc of America Securities, Lehman Brothers, BNY Capital Markets, Inc., Fleet Securities, Inc. and A.G. Edwards & Sons, Inc. are acting as underwriters on the senior notes offering. The Trust PIERS units will be separable into their components after initial issuance and may subsequently be recombined at the option of the holder. RGA expects to issue up to 4,500,000 Trust PIERS units (subject to a 15% underwriter over-allotment option), with a face value of $50 each. The trust preferred security component of the Trust PIERS units will entitle the holders to a fixed quarterly cash distribution, which will be determined upon pricing. The warrant component of the Trust PIERS units will be exercisable for a fixed number of shares (subject to customary antidilution adjustments) of RGA common stock, at a price also to be determined upon pricing. The proceeds of the Trust PIERS units offering will be used for general corporate purposes. The proceeds from the senior notes offering will be used to repay outstanding borrowings under its $140 million revolving credit facility with a banking syndicate and a $75 million term loan from a subsidiary of MetLife, Inc., RGA's majority shareholder. Each of these offerings will be made only by the prospectus and prospectus supplement related to the particular offering. To obtain a copy of the prospectus relating to either of the offerings, please contact Lehman Brothers at 790 Seventh Avenue, New York, New York 10019. 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 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 states. Reinsurance Group of America, Incorporated, through its subsidiaries, RGA Reinsurance Company and RGA Life Reinsurance Company of Canada, is among the largest providers of life reinsurance in North America. In addition to its North American operations, Reinsurance Group of America, Incorporated has subsidiary companies, branch offices or representative offices in Argentina, Australia, Barbados, Hong Kong, Japan, Mexico, South Africa, Spain, Taiwan and the United Kingdom. Worldwide, the Company has approximately $586 billion of life reinsurance in force, and assets of $6.5 billion. Metropolitan Life Insurance Company is the beneficial owner of approximately 58 percent of RGA's outstanding shares. "Preferred Income Equity Redeemable Securities"(SM) and "PIERS"(SM) are service marks owned by Lehman Brothers Inc.