-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBR2PZuiGiCjXBbne9E4SHbEDkYRHDoCx0+GYmIjZJ/vY1Vr2cg7IUbMBfdig7I2 BYBar2FpXwCu6OwIqwHhtQ== 0000950114-98-000176.txt : 19980409 0000950114-98-000176.hdr.sgml : 19980409 ACCESSION NUMBER: 0000950114-98-000176 CONFORMED SUBMISSION TYPE: 10-K405/A PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980408 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REINSURANCE GROUP OF AMERICA INC CENTRAL INDEX KEY: 0000898174 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 431627032 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405/A SEC ACT: SEC FILE NUMBER: 001-11848 FILM NUMBER: 98589719 BUSINESS ADDRESS: STREET 1: 660 MASON RIDGE CENTER DR CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3144537439 MAIL ADDRESS: STREET 1: 660 MASON RIDGE CENTER DR STREET 2: #300 CITY: SAINT LOUIS STATE: MO ZIP: 63141-8557 10-K405/A 1 REINSURANCE GROUP OF AMERICA, INC. 1997 FORM 10-K/A 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, 1997 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 ------------------- ------------------- 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. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on March 1, 1998, as reported on the New York Stock Exchange was approximately $460,325,743. As of March 1, 1998, Registrant had outstanding 25,225,480 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the Annual Report to Shareholders for the year ended December 31,1997 ("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 1998 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, 1997, are incorporated by reference in Part III of this Form 10-K. 2 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 3. Exhibits See the Index to Exhibits on page 3. 2 3 INDEX TO EXHIBITS
Source Exhibit (See footnotes Number Description that follow) ------ ----------- -------------- 2.1 Reinsurance Agreement dated as of December 31, 1992 between General American Life Insurance Company ("General American") and General American Life Reinsurance Company of Canada ("RGA Canada") 2.2 Retrocession Agreement dated as of July 1, 1990 between General American and The National Reinsurance Company of Canada, as amended between RGA Canada and General American on December 31, 1992 2.3 Reinsurance Agreement dated as of January 1, 1993 between RGA Reinsurance Company ("RGA Reinsurance", formerly "Saint Louis Reinsurance Company") and General American 3.1 Restated Articles of Incorporation of Reinsurance Group of America, Incorporated ("RGA") 3.2 Bylaws of RGA 3.3 Certificate of Designations for Series A Junior Participating Preferred Stock (included as Exhibit A to Exhibit 4.2) 4.1 Form of Specimen Certificate for Common Stock of RGA 4.2 Rights Agreement dated as of May 4, 1993, between RGA and Chase Mellon Shareholder Services, L.L.C., as Rights Agent 10.1 Marketing Agreement dated as of January 1, 1993 between RGA Reinsurance and General American 10.2 Tax Allocation Agreement dated October 30, 1992 between RGA Reinsurance and General American 10.3 Tax Allocation Agreement dated as of January 15, 1993 among RGA, RGA Reinsurance, and General American 10.4 Tax Sharing Agreement dated as of January 15, 1993 among RGA, RGA Reinsurance, and General American 10.5 Administrative Services Agreement dated as of January 1, 1993 between RGA and General American 10.6 Administrative Services Agreement dated as of January 1, 1993 between RGA Reinsurance and General American 3 4 Source Exhibit (See footnotes Number Description that follow) ------ ----------- -------------- 10.7 Management Agreement dated as of January 1, 1993 between RGA Canada and General American 10.8 Investment Advisory Agreement dated as of January 1, 1993 between RGA and Conning Asset Management Company, formerly General American Investment Management Company ("CAM") 10.9 Investment Advisory Agreement dated as of January 1, 1993 between RGA Reinsurance and CAM 10.10 Lease Agreement dated as of May 17, 1993 between RGA and General American and Assignment to RGA Reinsurance 10.11 Standard Form of General American Automatic Agreement 10.12 Standard Form of General American Facultative Agreement 10.13 Standard Form of General American Automatic and Facultative YRT Agreement 10.14 Shareholders' Agreement dated as of November 24, 1992 among General American, Fairfield Holding, Adrian N. Baker II, Richard H. Chomeau, and Anthony J. Sutcliffe, as amended with RGA and RGA Reinsurance 10.15 Shareholders' Agreement dated as of March 20, 1992 among General American, RGA International, Ltd., formerly G.A. Canadian Holdings, Ltd., Penta-Life Group Inc., Claude M. Genest, Brendan Galligan, Graham Watson, Societe FSA 50 Inc., Aenigma Holdings Limited, Andre St-Amour, and Andre Primeau, as amended with RGA 10.16 Registration Rights Agreement dated as of April 15, 1993 between RGA and General American 10.17 RGA Reinsurance Management Incentive Plan as amended and restated effective November 1, 1996 10.18 RGA Reinsurance Management Deferred Compensation Plan (ended January 1, 1995) 10.19 RGA Reinsurance Executive Deferred Compensation Plan (ended January 1, 1995) 4 5 Source Exhibit (See footnotes Number Description that follow) ------ ----------- -------------- 10.20 RGA Reinsurance Executive Supplemental Retirement Plan (ended January 1, 1995) 10.21 RGA Reinsurance Augmented Benefit Plan (ended January 1, 1995) 10.22 RGA Flexible Stock Plan as amended and restated effective November 1, 1996 10.23 Form of Directors' Indemnification Agreement 10.24 RGA Executive Performance Share Plan as amended and restated effective November 1, 1996 10.25 RGA Flexible Stock Plan for Directors 10.26 Employment Agreement dated April 6, 1992 between RGA Canada and Andre St-Amour 13.1 Portions of Annual Report to Shareholders for 1997 Incorporated by Reference in the Form 10-K 21.1 Subsidiaries of RGA 23.1 Consent of KPMG Peat Marwick LLP 24.1 Powers of Attorney for Messrs. Eason, Edison, Peck Greenbaum, Rubenstein, Stiritz, and Trusheim 27.1 Restated Financial Data Schedule for the year ending December 31, 1997 -- 27.2 Restated Financial Data Schedule for the year ending December 31, 1996 -- 27.3 Restated Financial Data Schedule for the year ending December 31, 1995 -- 27.4 Restated Financial Data Schedule for the nine months ending September 30, 1997 -- 27.5 Restated Financial Data Schedule for the six months ending June 30, 1997 -- 27.6 Restated Financial Data Schedule for the three months ending March 31, 1997 -- 27.7 Restated Financial Data Schedule for the nine months ending September 30, 1996 -- 27.8 Restated Financial Data Schedule for the six months ending June 30, 1996 -- 5 6 27.9 Restated Financial Data Schedule for the three months ending March 31, 1996 -- Documents incorporated by reference to Registration Statement on Form S-1 (No. 33-58960) filed on 2 March 1993 at the corresponding exhibit. Documents incorporated by reference to Amendment No. 1 to Registration Statement on Form S-1 (No. 33-58960), filed on 14 April 1993 at the corresponding exhibit. Documents incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (No. 33-58960), filed on 29 April 1993 at the corresponding exhibit. Documents incorporated by reference to Form 10-K for fiscal year ended December 31, 1993 filed 29 March 1994 at the corresponding exhibit. Documents incorporated by reference to Amendment No. 1 to Form 10-Q for the quarter ended March 31, 1997 (No. 1-11848) filed on 21 May 1997 at the corresponding exhibit. Documents incorporated by reference to Form 10-K for the year ended December 31, 1996 (No. 1-11848) filed on 24 March 1997 at the corresponding exhibit. Documents incorporated by reference to Registration Statement on Form S-8 (No. 333-27167) filed on 15 May 1997 at the corresponding exhibit. Represents a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 14c of this Part IV. Previously filed.
6 7 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 4/8/98 --------------------------------- Jack B. Lay Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) 7 EX-27.1 2 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 1 2,528,290 0 0 11,757 165,452 0 3,634,001 37,395 316,156 289,842 4,673,550 3,213,811 0 344,848 0 106,830 0 0 261 499,060 4,673,550 835,460 188,333 334 47,388 658,062 76,989 99,493 84,071 28,750 55,321 0 0 0 54,619 2.15 2.13 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.2 3 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 12-MOS DEC-31-1996 JAN-01-1996 DEC-31-1996 1 1,517,264 0 0 5,997 98,262 0 2,272,048 13,145 59,618 233,565 2,893,654 1,862,284 0 206,284 0 106,493 0 0 174 425,384 2,893,654 674,885 136,828 930 17,386 560,445 51,987 84,522 87,061 31,687 55,374 0 0 0 55,072 2.18 2.17 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.3 4 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 1 872,804 0 0 3,112 14,653 0 1,405,513 18,258 64,076 186,813 1,989,934 1,200,609 0 207,673 0 0 0 0 174 376,755 1,989,934 569,990 90,117 31 7,994 463,867 41,333 56,739 74,619 27,148 47,471 0 0 0 47,291 1.87 1.87 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.4 5 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 1 2,166,331 0 0 11,757 151,501 0 2,991,829 18,429 52,292 275,412 3,756,412 2,530,824 0 252,014 0 107,715 0 0 261 470,973 3,756,412 604,850 134,376 566 13,929 528,403 45,808 88,900 49,231 16,553 32,678 0 0 0 32,295 1.27 1.26 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.5 6 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 1 1,815,933 0 0 6,992 112,994 0 2,586,619 11,891 82,221 259,719 3,361,082 2,195,537 0 253,308 0 106,145 0 0 261 439,934 3,361,082 406,940 87,844 919 8,991 362,865 29,597 58,671 26,928 8,756 18,172 0 0 0 17,923 0.70 0.70 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.6 7 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1 1,708,304 0 0 6,992 99,359 0 2,471,165 11,666 71,798 245,438 3,148,016 2,064,324 0 249,841 0 106,377 0 0 174 407,538 3,148,016 205,372 41,849 387 4,155 195,882 14,370 26,097 2,947 (1) 2,948 0 0 0 2,828 0.11 0.11 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.7 8 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 1 1,491,176 0 0 0 41,655 0 2,080,209 14,436 58,033 516,899 2,714,756 1,726,543 0 212,078 0 106,442 0 0 174 386,477 2,714,756 482,599 96,798 1,922 12,632 407,594 36,334 57,345 59,315 21,840 37,475 0 0 0 36,613 1.45 1.44 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.8 9 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1 1,361,925 0 0 0 0 0 1,617,644 14,692 69,522 203,335 2,498,485 1,571,687 0 208,749 0 104,496 0 0 174 372,388 2,498,485 331,315 60,925 1,795 7,878 281,252 23,409 37,637 38,636 14,247 24,389 0 0 0 23,996 0.95 0.94 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
EX-27.9 10 ARTICLE 7 FDS FOR 10-K
7 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 1,000 U.S. DOLLAR 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1 1,162,269 0 0 0 0 0 1,796,748 14,927 74,211 193,734 2,352,176 1,429,908 0 222,507 0 104,349 0 0 174 366,832 2,352,176 167,892 27,875 562 4,093 143,685 11,416 19,009 17,028 6,249 10,779 0 0 0 10,536 0.42 0.42 0 0 0 0 0 0 0 Item consists of basic earnings per share Item adjusted for three-for-two stock split on August 29, 1997
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