-----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, Sx68N+wCeUXyByXLCwI1uuN2sTcK00oivbhMG3ZbdBBHa/lBzyYHvevlR6svNgUC K4mhWBg/m0LAUfvMOvNp5g== 0000950123-03-011704.txt : 20031024 0000950123-03-011704.hdr.sgml : 20031024 20031024163718 ACCESSION NUMBER: 0000950123-03-011704 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031024 GROUP MEMBERS: EQUITY INTERMEDIARY COMPANY GROUP MEMBERS: GENAMERICA FINANCIAL CORPORATION GROUP MEMBERS: GENERAL AMERICAN LIFE INSURANCE COMPANY GROUP MEMBERS: METLIFE INC GROUP MEMBERS: METROPOLITAN LIFE INSURANCE COMPANY SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45664 FILM NUMBER: 03956731 BUSINESS ADDRESS: STREET 1: 1370 TIMBERLAKE MANOR PARKWAY CITY: CHESTERFIELD STATE: MO ZIP: 63017-6039 BUSINESS PHONE: 6367367000 MAIL ADDRESS: STREET 1: 1370 TIMBERLAKE MANOR PARKWAY CITY: CHESTERFIELD STATE: MO ZIP: 63017-6039 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13D/A 1 y90973a5sc13dza.txt AMENDMENT #5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Reinsurance Group of America, Incorporated -------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------------------------- (Title of Class of Securities) 759351109 -------------------------------------------------------- (CUSIP Number) Gwenn L. Carr MetLife, Inc. One Madison Avenue New York, New York 10010 (212)578-2211 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 22, 2003 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 759351109 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MetLife, Inc. 13-4075851 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 327,600 OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 28,915,939 WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 327,600 ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 28,915,939 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,243,539 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.7%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC - ------------------------------------------------------------------------------- - ---------- * This percentage is based upon the number of Shares issued and outstanding as of July 31, 2003, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003. Page 2 of 17 SCHEDULE 13D CUSIP No. 759351109 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Metropolitan Life Insurance Company 13-5581829 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 28,915,939 WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 28,915,939 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,915,939 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.1%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC - ------------------------------------------------------------------------------- - ---------- * This percentage is based upon the number of Shares issued and outstanding as of July 31, 2003, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003. Page 3 of 17 SCHEDULE 13D CUSIP No. 759351109 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GenAmerica Financial Corporation 43-1779470 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 24,131,250 WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 24,131,250 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,131,250 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.5%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - ------------------------------------------------------------------------------- - ---------- * This percentage is based upon the number of Shares issued and outstanding as of July 31, 2003, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003. Page 4 of 17 SCHEDULE 13D CUSIP No. 759351109 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) General American Life Insurance Company 43-0285930 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 24,131,250 WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 24,131,250 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,131,250 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.5%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC - ------------------------------------------------------------------------------- - ---------- * This percentage is based upon the number of Shares issued and outstanding as of July 31, 2003, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003. Page 5 of 17 SCHEDULE 13D CUSIP No. 759351109 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Equity Intermediary Company 43-1727895 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not Applicable - ------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ---------------------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 24,131,250 WITH ---------------------------------------------------------- 9 SOLE DISPOSITIVE POWER None ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 24,131,250 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,131,250 - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.5%* - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC,CO - ------------------------------------------------------------------------------- * This percentage is based upon the number of Shares issued and outstanding as of July 31, 2003, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003. Page 6 of 17 SCHEDULE 13D CUSIP No. 759351109 This Statement amends the Schedule 13D Statement, as amended, of MetLife, Inc. in respect of Reinsurance Group of America, Incorporated, by amending and restating it in its entirety, as follows: Item 1. Security and Issuer. This Statement relates to the common stock, par value of $.01 per share (the "Shares"), of Reinsurance Group of America, Incorporated, a Missouri corporation ("RGA"). The address of the principal executive offices of RGA is 1370 Timberlake Manor Parkway, Chesterfield, Missouri 63017. Item 2. Identity and Background. (a) through (c) and (f). This Statement is filed on behalf of (i) MetLife, Inc. ("MLINC"), (ii) Metropolitan Life Insurance Company ("MetLife"), a wholly-owned subsidiary of MLINC, (iii) GenAmerica Financial Corporation, a wholly-owned subsidiary of MetLife ("GenAmerica"), (iv) General American Life Insurance Company, a wholly-owned subsidiary of GenAmerica ("GenAm Life"), and (v) Equity Intermediary Company, a wholly-owned subsidiary of GenAm Life ("EIM") (MLINC, MetLife, GenAmerica, GenAm Life and EIM are referred to herein collectively as the "Filing Parties"). MLINC, a Delaware corporation with its principal office and business at One Madison Avenue, New York, NY, 10010-3690, is not controlled by any person or persons and is a holding company which owns all of the issued and outstanding shares of common stock of MetLife. MetLife, a New York life insurance company, has its principal office and business at One Madison Avenue, New York, New York 10010-3690. GenAmerica and EIM are holding companies and GenAm Life is an insurance company. GenAmerica, GenAm Life and EIM are each Missouri corporations with the address of their principal offices and businesses at 700 Market Street, St. Louis, Missouri 63101. Set forth on Exhibit 1 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of the Filing Parties. (d) During the last five years, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or other Consideration. On November 23, 1999, using $125,000,000.13 of working capital, MetLife purchased 4,784,689 Shares (the "Direct Shares") pursuant to a Stock Purchase Agreement, dated as of November 23, 1999 (the "RGA Agreement"), by and between RGA and MetLife, as described in Item 6 below. Page 7 of 17 SCHEDULE 13D CUSIP No. 759351109 On January 6, 2000, MetLife indirectly acquired an additional 24,131,250 Shares (the "Indirect Shares"). Pursuant to the Stock Purchase Agreement, dated as of August 26, 1999, as amended by the Amendment to Stock Purchase Agreement dated as of September 16, 1999 and the Second Amendment to Stock Purchase Agreement dated as of January 6, 2000 (as so amended, the "General American Agreement"), by and between General American Mutual Holding Company, a Missouri mutual insurance holding company ("General American"), and MetLife, MetLife purchased from General American all of the issued and outstanding shares of capital stock of GenAmerica for a purchase price of approximately $1.2 billion. As described in Item 2 above, GenAmerica is an indirect parent of EIM, which owns all of the Indirect Shares. MetLife used approximately $300 million of working capital to finance the purchase of the stock of GenAmerica. The remainder of the purchase price, approximately $900 million, was financed by MetLife from the issuance by one of its subsidiaries, MetLife Funding, Inc. ("MetLife Funding"), of short-term debt in the form of commercial paper, pursuant to customary commercial paper dealer arrangements with Deutsche Bank Securities Inc., Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, CS First Boston Corporation and Goldman, Sachs & Co. The commercial paper had a weighted-average maturity of 70 days and bore a weighted-average interest rate of 6.06%. Upon maturity of the commercial paper, MetLife Funding had the option to refinance the obligations then due with proceeds arising from one or more issuances of commercial paper of short duration that matured at or around the estimated time of completion of the initial public offering of MLINC. The descriptions of the RGA Agreement, the General American Agreement, the commercial paper dealer arrangements and the transactions contemplated thereby set forth in this Statement are qualified in their entirety by reference to the RGA Agreement included as Exhibit 2 to this Statement, the General American Agreement included as Exhibits 5, 6 and 7 to this Statement, and the commercial paper dealer agreements included as Exhibits 8, 9 and 10 to this Statement, with each such Exhibit being incorporated herein by reference. On April 7, 2000, MetLife converted from a mutual life insurance company to a stock life insurance company and became a wholly-owned subsidiary of MLINC, a Delaware corporation. MLINC acquired indirect ownership of the Direct Shares and Indirect Shares by virtue of its ownership of its wholly-owned subsidiary, MetLife. MLINC and its affiliates will use working capital to purchase additional Shares of RGA, as described in Item 4 below. Item 4. Purpose of Transaction. MetLife purchased the Direct Shares in order to provide RGA with an equity infusion for general corporate purposes. MetLife acquired the Indirect Shares as a result of its purchase of GenAmerica pursuant to the General American Agreement. On January 30, 2002, MLINC announced that it and its affiliates intended to purchase up to an aggregate of $125 million of additional Shares of common stock of RGA. The purchases are intended to offset potential future dilution of the Filing Parties' holdings of RGA Shares arising from the issuance of Preferred Income Equity Redeemable Securities (PIERS)* by RGA on December 10, 2001. Purchases of RGA Shares may be made in the open market and through privately-negotiated transactions. The timing of the purchases will be dependent upon market conditions and other - ---------- * "Preferred Income Equity Redeemable Securities" (SM) and "PIERS" (SM) are service marks owned by Lehman Brothers Inc. Page 8 of 17 SCHEDULE 13D CUSIP No. 759351109 corporate considerations. The plan to purchase additional Shares of RGA may be modified, extended or terminated by MLINC and its affiliates at any time. As of October 24, 2003, MLINC had purchased a total of 327,600 shares under this plan for an aggregate purchase price of approximately $9.5 million. At a meeting of the RGA Board of Directors held on January 23, 2002, Stewart G. Nagler, Vice-Chairman and Chief Financial Officer of MLINC, was elected as Chairman of the Board of RGA. At the same meeting, Joseph A. Reali, Senior Vice-President and Tax Director of MLINC, was elected as a member of the Board of Directors of RGA, replacing John H. Tweedie, who retired from MLINC and the Board of Directors of RGA on December 31, 2001. On October 22, 2003, the Board of Directors of RGA elected, effective November 1, 2003 and October 22, 2003, Lisa M. Weber, Senior Executive Vice President and Chief Administrative Officer of MLINC, and Leland C. Launer Jr., Executive Vice President and Chief Investment Officer of MLINC, as Directors, respectively, filling Board positions that were vacant. Except as set forth herein, the Filing Parties have no present plans or proposals which relate to or would result in any of the following: (a) The acquisition of additional securities or the disposition of securities of RGA; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving RGA or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of RGA or of any of its subsidiaries; (d) Any change in the present board of directors or management of RGA, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors; (e) Any material change in the present capitalization or dividend policy of RGA; (f) Any other material change in RGA's business or corporate structure; (g) Changes in RGA's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of RGA by any person; (h) Causing a class of securities of RGA to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of RGA becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) and (b). As of October 24, 2003, MLINC and MetLife beneficially owned 29,243,539 Shares, or approximately 58.7 percent of the outstanding Shares. Of such Shares, MLINC has sole voting and dispositive power with respect to 327,600 Shares, MLINC and MetLife share voting and dispositive power with each other with respect to 4,784,689 Shares and share voting and dispositive power with GenAmerica, GenAm Life and EIM with respect to 24,131,250 Shares. As of October 24, 2003, GenAmerica, GenAm Life and EIM beneficially owned 24,131,250 Shares, or approximately 48.5 Page 9 of 17 SCHEDULE 13D CUSIP No. 759351109 percent of the outstanding Shares. With respect to such Shares, GenAmerica, GenAm Life and EIM share voting and dispositive power with MLINC, MetLife and each other. See also Item 2 above. The following information in this paragraph is to the best knowledge of the Filing Parties. As of October 22, 2003, Stewart G. Nagler, Vice Chairman of the Board and Chief Financial Officer of MLINC and MetLife, a director of GenAmerica and GenAm Life and Chairman of the Board of RGA, beneficially owned 1,000 Shares and had sole voting and dispositive power with respect to such Shares. The Share ownership described in the above paragraph does not represent beneficial ownership of more than 1% of the outstanding Shares. The percentage amounts set forth in this Item 5 are based upon the number of Shares issued and outstanding as of July 31, 2003, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003. (c) In the 60 days prior to the date of filing of this Statement, none of the Filing Parties or, to the best knowledge of the Filing Parties, any of their respective directors and executive officers has effected any transactions in the Shares. (d) No other person is known by the Filing Parties to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the RGA Agreement, MetLife purchased the Direct Shares from RGA for a purchase price of $26.125 per share, or $125,000,000.13 in the aggregate (less $50,000 for MetLife's legal fees which RGA agreed to pay). RGA agreed to use such proceeds for general corporate purposes. In connection with the purchase and sale of such Shares under the RGA Agreement, RGA and MetLife executed and delivered a Registration Rights Agreement, dated as of November 23, 1999 (the "Registration Rights Agreement"). The Registration Rights Agreement requires RGA, following a request from MetLife, to register the offer and sale of all or any part of the Direct Shares under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Rights Agreement also permits MetLife to include all or any part of the Direct Shares in certain other proposed registrations by RGA of its Shares under the Securities Act. Additional registration rights relating to Indirect Shares are set forth in the Registration Rights Agreement, dated as of April 15, 1993, (the "1993 Registration Rights Agreement"), between RGA and GenAm Life. The 1993 Registration Rights Agreement requires RGA, following a request, to register the offer and sale of Indirect Shares under the Securities Act, and permits the inclusion of Indirect Shares in certain other proposed registrations by RGA of its Shares under the Securities Act. The descriptions of the Registration Rights Agreement and the 1993 Registration Rights Agreement set forth in this Statement are qualified in their entirety by reference to such agreements, included as Exhibits 3 and 4, respectively, to this Statement, each of which is incorporated herein in its entirety by reference. See also Item 3 above. Page 10 of 17 SCHEDULE 13D CUSIP No. 759351109 Item 7. Material to be Filed as Exhibits. Exhibit No. Description - ----------- ----------- 1 Directors and Executive Officers of Filing Parties 2 Stock Purchase Agreement, dated as of November 23, 1999, by and between RGA and MetLife (the "RGA Agreement") (Incorporated by reference to Exhibit 1 to the Filing Parties' Statement on Schedule 13D filed December 3, 1999 (the "Schedule 13D")) 3 Registration Rights Agreement, dated as of November 23, 1999, by and between RGA and MetLife (Incorporated by reference to Exhibit 3 to the Schedule 13D) 4 Registration Rights Agreement, dated as of April 15, 1993, by and between RGA and GenAm Life (Incorporated by reference to Exhibit 4 to Amendment No. 1 to the Schedule 13D filed January 14, 2000("Amendment No. 1")) 5 Stock Purchase Agreement, dated as of August 26, 1999, by and between General American and MetLife (the "General American Agreement") (Incorporated by reference to Exhibit 2 to the Schedule 13D) 6 Amendment to General American Agreement, dated as of September 16, 1999, by and between General American and MetLife (Incorporated by reference to Exhibit 2A to Amendment No. 1) 7 Second Amendment to General American Agreement, dated as of January 6, 2000, by and between General American and MetLife (Incorporated by reference to Exhibit 2B to Amendment No. 1) 8 Commercial Paper Dealer Agreement, dated as of November 24, 1999, between MetLife Funding, Inc. and Deutsche Bank Securities Inc. (Incorporated by reference to Exhibit 5 to Amendment No. 1) 9 Commercial Paper Dealer Agreement, dated as of September 24, 1999, between MetLife Funding, Inc. and Chase Securities Inc. (Incorporated by reference to Exhibit 6 to Amendment No. 1) 10 Section 3(a)(3) Commercial Paper Agreement dated May 13, 1996 between MetLife Funding, Inc. and CS First Boston Corporation (Incorporated by reference to Exhibit 7 to Amendment No. 1) 11 Agreement Required for Joint Filing under Rule 13d-1(k)(1) (Incorporated by reference to Exhibit B to Amendment No. 4 to the Schedule 13D filed February 21, 2002 ("Amendment No. 4")) Page 11 of 17 SCHEDULE 13D CUSIP No. 759351109 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 24, 2003 METLIFE, INC. By: /s/ Anthony J. Williamson ------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Anthony J. Williamson -------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer GENAMERICA FINANCIAL CORPORATION By: /s/ Anthony J. Williamson -------------------------------- Name: Anthony J. Williamson Title: Vice-President and Treasurer GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Anthony J. Williamson -------------------------------- Name: Anthony J. Williamson Title: Vice-President and Treasurer EQUITY INTERMEDIARY COMPANY By: /s/ Anthony J. Williamson -------------------------------- Name: Anthony J. Williamson Title: Director, Vice-President and Treasurer Page 12 of 17 EX-1 3 y90973a5exv1.txt DIRECTORS AND EXECUTIVE OFFICERS OF FILING PARTIES SCHEDULE 13D CUSIP No. 759351109 EXHIBIT 1 DIRECTORS AND EXECUTIVE OFFICERS OF THE FILING PARTIES Set forth below is the name, present principal occupation or employment and business address of each director and executive officer of MLINC and MetLife. MLINC is a holding company and MetLife is an insurance company. The principal business address of MLINC and MetLife is One Madison Avenue, New York, NY 10010-3690. Each person listed below is a citizen of the United States. DIRECTORS
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Curtis H. Barnette Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher & Flom LLP (law firm) Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, DC 20005-2111 Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer, MLINC and MetLife Gerald Clark Vice-Chairman of the Board, MLINC and MetLife John C. Danforth Partner, Bryan Cave LLP (law firm) Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, MO 63102-2750 Burton A. Dole, Jr. Partner and Chief Executive Officer, P.O. Box 208 Medsouth Therapies, LLC (rehabilitative health Pauma Valley, care) California 92061 James R. Houghton Chairman and Chief Executive Officer, Corning Incorporated Corning Incorporated (telecommunications 80 East Market Street technology) 2nd Floor Corning, New York 14830 Harry P. Kamen Retired Chairman of the Board and Metropolitan Life Insurance Co. Chief Executive Officer, MetLife 200 Park Avenue, Suite 5700 New York, New York 10166 Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher and Flom LLP (law firm) Meagher & Flom LLP Four Times Square New York, New York 10036 John M. Keane Retired General, Vice Chief of Staff and 1700 North Moore Street Chief Operating Officer, U.S. Army Suite 1410 Arlington, Virginia 22209
Page 13 of 17 SCHEDULE 13D CUSIP No. 759351109
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Catherine R. Kinney Co-Chief Operating Officer, President New York Stock Exchange, Inc. and Executive Vice Chairman, New York 11 Wall Street Stock Exchange, Inc. New York, New York 10005 Charles M. Leighton Retired Chairman and Chief Executive P. O. Box 247 Officer, CML Group, Inc. (exercise Bolton, MA 01740 and leisure products) Stewart G. Nagler Vice-Chairman of the Board and Chief Financial Officer, MLINC and MetLife; Chairman of the Board, RGA; Director, GenAmerica and GenAm Life John J. Phelan, Jr. Retired Chairman and Chief Executive Officer, P.O. Box 312 New York Stock Exchange, Inc. Mill Neck, New York 11765 Hugh B. Price Retired President and Chief Executive National Urban League, Inc. Officer, National Urban League, Inc. 500 East 62nd Street New York, New York 10021 Kenton J. Sicchitano Retired Global Managing Partner - Independence Metropolitan Life Insurance Co. and Regulatory Matters, PricewaterhouseCoopers One Madison Avenue New York, New York 10010 William G. Steere, Jr. Retired Chairman of the Board and Chief Pfizer Inc. Executive Officer, Pfizer Inc. 235 East 42nd Street New York, New York 10017
EXECUTIVE OFFICERS (Who are not Directors)
Name Principal Occupation or Employment - ---- ---------------------------------- Gary A. Beller Senior Executive Vice-President, MLINC and MetLife Daniel J. Cavanagh Executive Vice President of Operations & Technology, MLINC and MetLife C. Robert Henrikson President, U.S. Insurance and Financial Services, MLINC and MetLife; Chairman, President and CEO, GenAmerica and GenAm Life Leland C. Launer, Jr. Executive Vice President and Chief Investment Officer, MLINC and MetLife; Director, RGA James L. Lipscomb Executive Vice-President and General Counsel, MLINC and MetLife; Director, GenAm Life Catherine A. Rein Senior Executive Vice-President, MLINC and MetLife; President and Chief Executive Officer, Metropolitan Property and Casualty Insurance Company
Page 14 of 17 SCHEDULE 13D CUSIP No. 759351109
Name Principal Occupation or Employment - ---- ---------------------------------- William J. Toppeta President, International, MLINC and MetLife Lisa M. Weber Senior Executive Vice-President and Chief Administrative Officer, MLINC and MetLife; Director, GenAmerica, GenAm Life and RGA (for RGA, effective November 1, 2003)
Set forth below is the name, present principal occupation or employment and business address of each director and executive officer of GenAmerica. GenAmerica is a holding company. The principal business address of GenAmerica is 700 Market Street, St. Louis, Missouri 63101. Each person listed below is a citizen of the United States.
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- C. Robert Henrikson President, U.S. Insurance and Financial Metropolitan Life Insurance Co. Services, MLINC and MetLife; Chairman, One Madison Avenue President and CEO, GenAmerica and GenAm New York, New York 10010 Life Stewart G. Nagler Vice-Chairman of the Board and Chief Metropolitan Life Insurance Co. Financial Officer, MLINC and MetLife; One Madison Avenue Chairman of the Board, RGA; Director, GenAmerica New York, New York 10010-3690 and GenAm Life Lisa M. Weber Senior Executive Vice-President and Chief Metropolitan Life Insurance Co. Administrative Officer, MLINC and MetLife; One Madison Avenue Director, GenAmerica, GenAm Life and RGA New York, New York 10010-3690 (for RGA, effective November 1, 2003)
Set forth below is the name, present principal occupation or employment and business address of each director and executive officer of GenAm Life. GenAm Life is an insurance company. The principal business address of GenAm Life is 700 Market Street, St. Louis, Missouri 63101. Each person listed below is a citizen of the United States.
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- James P. Bossert Vice President, MLINC and MetLife; Chief 501 Route 22 Financial Officer, MetLife Investors; Bridgewater, New Jersey 08807 Vice President and Chief Financial Officer, GenAm Life Richard D. Evans II Senior Vice President and Director, GenAm Life; Vice President, MetLife C. Robert Henrikson President, U.S. Insurance and Financial Metropolitan Life Insurance Co. Services, MLINC and MetLife; Chairman, One Madison Avenue President and CEO, GenAmerica and GenAm New York, New York 10010 Life
Page 15 of 17 SCHEDULE 13D CUSIP No. 759351109
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Michael K. Farrell Senior Vice-President, MLINC and MetLife; Metropolitan Life Insurance Co. Director, GenAm Life Harborside Financial Center 600 Plaza II Jersey City, New Jersey 07311 Nicholas D. Latrenta Senior Vice President, MLINC and MetLife; Metropolitan Life Insurance Co. Director, GenAm Life One Madison Avenue New York, New York 10010 James L. Lipscomb Executive Vice President and General Counsel, Metropolitan Life Insurance Co. MLINC and MetLife; Director, GenAm Life One Madison Avenue New York, New York 10010 Stewart G. Nagler Vice-Chairman of the Board and Chief Metropolitan Life Insurance Co. Financial Officer, MLINC and MetLife; One Madison Avenue Chairman of the Board, RGA; Director, GenAmerica New York, New York 10010 and GenAm Life Stanley J. Talbi Senior Vice-President, MLINC and MetLife; Metropolitan Life Insurance Co. Director, GenAm Life and EIM One Madison Avenue New York, New York 10010 Lisa M. Weber Senior Executive Vice-President and Chief Metropolitan Life Insurance Co. Administrative Officer, MLINC and MetLife; One Madison Avenue Director, GenAmerica, GenAm Life and RGA New York, New York 10010-3690 (for RGA, effective November 1, 2003) William J. Wheeler Senior Vice President, MLINC and MetLife; Metropolitan Life Insurance Co. Director, GenAm Life One Madison Avenue New York, New York 10010 Anthony J. Williamson Senior Vice-President and Treasurer, MLINC and 1 MetLife Plaza MetLife; Vice President and Treasurer, 27-01 Queens Plaza North GenAmerica, GenAm Life and EIM; Director, GenAm Long Island City, New York 11101 Life and EIM
Set forth below is the name, present principal occupation or employment and business address of each director and executive officer of EIM. EIM is a holding company. The principal business address of EIM is 700 Market Street, St. Louis, Missouri 63101. Each person listed below is a citizen of the United States.
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Stanley J. Talbi Senior Vice President, MLINC and MetLife; Metropolitan Life Insurance Co. Director, GenAm Life and EIM One Madison Avenue New York, New York 10010 Joseph A. Reali Senior Vice President and Tax Director, 1 MetLife Plaza MLINC and MetLife; Director and President, EIM; 27-01 Queens Plaza North Director, RGA Long Island City, New York 11101
Page 16 of 17 SCHEDULE 13D CUSIP No. 759351109
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Anthony J. Williamson Senior Vice-President and Treasurer, MLINC and 1 MetLife Plaza MetLife; Vice President and Treasurer, 27-01 Queens Plaza North GenAmerica, GenAm Life and EIM; Director, GenAm Long Island City, New York 11101 Life and EIM
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