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): July 21, 2008
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 1-11848 43-1627032
(State or Other Jurisdiction (Commission (IRS Employer
of 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):
/X/ 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 21, 2008, Reinsurance Group of America, Incorporated issued a press
release announcing its earnings for the three-month period ended June 30, 2008
and providing certain additional information. The press release also notes
that a conference call will be held on July 22, 2008 to discuss the financial
and operating results for the three-month period ended June 30, 2008. A copy
of the press release is furnished with this report as Exhibit 99.1 and shall
not be deemed filed pursuant to Instruction B.2 of Form 8-K.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with MetLife's proposed divestiture of its stake in RGA, RGA has
filed with the U.S. Securities and Exchange Commission (SEC) a registration
statement on Form S-4 (File No. 333-151390), which includes a preliminary
proxy statement/prospectus related to the Recapitalization and a preliminary
prospectus relating to the Split-Off. At the appropriate time, MetLife will
file with the SEC a statement on Schedule TO. Investors and holders of RGA and
MetLife securities are strongly encouraged to read the registration statement
and any other relevant documents filed with the SEC, including the final proxy
statement/prospectus relating to the Recapitalization, the final prospectus
relating to the Split-Off and related Split-Off materials and the tender offer
statement on Schedule TO (when available), as well as any amendments and
supplements to those documents, because they will contain important
information about RGA, MetLife, and the proposed transactions. The final proxy
statement/prospectus relating to the Recapitalization and related transactions
will be mailed to shareholders of RGA and the final prospectus relating to the
Split-Off, related split-off materials and the tender offer statement on
Schedule TO will be mailed to stockholders of MetLife. Investors and security
holders will be able to obtain free copies of the registration statement, the
final proxy statement/prospectus relating to the Recapitalization and the
final prospectus relating to the Split-Off and related Split-Off materials and
the tender offer statement on Schedule TO (when available) as well as other
filed documents containing information about MetLife and RGA, without charge,
at the SEC's web site (www.sec.gov). Free copies of RGA's filings also may be
obtained by directing a request to RGA, Investor Relations, by phone to (636)
736-7243, in writing to Mr. John Hayden, Vice President-Investor Relations,
Reinsurance Group of America, Incorporated, 1370 Timberlake Manor Parkway,
Chesterfield, Missouri, 63017, or by email to investrelations@rgare.com. Free
copies of MetLife's filings may be obtained by directing a request to MetLife,
Investor Relations, by phone to (212) 578-2211, in writing to MetLife, Inc., 1
MetLife Plaza, Long Island City, NY 11101, or by email to metir@metlife.com.
Neither RGA, MetLife nor any of their respective directors or executive
officers or any dealer manager, if any, that may be appointed with respect to
the Split-Off makes any recommendation as to whether you should participate in
the Split-Off.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy securities, nor shall there be any sale of securities in
any jurisdiction in which such solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction.
Such an offer may be made solely by a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended. Accordingly,
neither the proxy solicitation for the Recapitalization nor the Offer for the
outstanding shares of MetLife common stock pursuant to the Split-Off described
in this communication has commenced. At the time that the contemplated
Split-Off is commenced, MetLife will file a statement on Schedule TO with the
SEC. The distribution of this communication may, in some countries, be
restricted by law or
regulation. Accordingly, persons who come into possession of this document
should inform themselves of and observe these restrictions.
PARTICIPANTS IN THE SOLICITATION
RGA, MetLife and their respective directors and executive officers may be
deemed, under SEC rules, to be participants in the solicitation of proxies
from RGA's shareholders with respect to the proposed transaction. Information
regarding the directors and executive officers of RGA is included in its
definitive proxy statement for its 2008 Annual Meeting of Shareholders filed
with the SEC on April 9, 2008. Information regarding the directors and
officers of MetLife is included in the definitive proxy statement for
MetLife's 2008 Annual Meeting of Shareholders filed with the SEC on March 18,
2008. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by securities holdings
or otherwise, is set forth in the amended registration statement filed with
the SEC on July 10, 2008, as may be further amended from time to time, the
proxy statement/prospectus relating to the Recapitalization, the prospectus
relating to the Split-Off and other materials to be filed with the SEC in
connection with the proposed transactions.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Exhibit
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99.1 Press Release of Reinsurance Group of America,
Incorporated dated July 21, 2008
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: July 21, 2008 By: /s/ Jack B. Lay
--------------------------------------
Jack B. Lay
Senior Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release of Reinsurance Group of America,
Incorporated dated July 21, 2008.