-----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, T9KQ0GRe+uhNVgF1my9ZAViJbncIA7tudnPPt61YEJThtAzkBZC3Ye8KKd8BM4KU xAzmxaJX069KoKgm5U6ZSA== 0000950114-97-000343.txt : 19970729 0000950114-97-000343.hdr.sgml : 19970729 ACCESSION NUMBER: 0000950114-97-000343 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970728 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11848 FILM NUMBER: 97646533 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 8-K 1 REINSURANCE GROUP OF AMERICA, INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 23, 1997 -------------------------- Reinsurance Group of America, Incorporated - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Missouri - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-11848 43-1627032 - ----------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 660 Mason Ridge Center Drive, St. Louis, Missouri 63141 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (314) 453-7300 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On July 23, 1997, the Board of Directors declared a 3-for-2 stock split of the registrant's Common Stock. The stock split will be in the form of a stock dividend payable August 29, 1997 to stockholders of record on August 8, 1997. Fractional share interests will be settled in cash. As a result of the stock split, the number of shares outstanding will increase from 16,936,996 (as of July 28, 1997) to approximately 25,405,000. The Board also declared a quarterly cash dividend on post-split shares of $0.06 per share, payable August 29, 1997 to stockholders of record on August 8, 1997. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 99.1 - Press Release dated July 24, 1997. SIGNATURES 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 28, 1997 By: /s/ Jack B. Lay ------------------------ ---------------------------------------- Jack B. Lay Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ---------------------------- 99.1 Press Release dated July 24, 1997
EX-99.1 2 PRESS RELEASE 1 [letterhead of RGA] NEWS For further information, contact Jack B. Lay Executive Vice President and Chief Financial Officer 314/453-7439 FOR IMMEDIATE RELEASE - --------------------- REINSURANCE GROUP OF AMERICA REPORTS 15 PERCENT GAIN ---------------------------------------------------- IN SECOND QUARTER OPERATING EARNINGS; ------------------------------------- 3-FOR-2 STOCK SPLIT, DIVIDEND INCREASE -------------------------------------- ST. LOUIS, July 24, 1997 - Reinsurance Group of America, Incorporated (NYSE:RGA) reported second quarter operating income rose 15 percent, to $14.8 million, or $0.86 per share, from $12.8 million, or $0.75 per share, the year before. Second quarter earnings, including realized capital gains and losses, increased 12 percent, to $0.88 per share from $0.79 per share the year before. At the same time, the company announced that the board of directors increased the quarterly dividend and declared a 3-for-2 stock split to shareholders of record August 8. The dividend, which will total $0.06 per share after the split and will be payable August 29, represents a 13-percent increase over the previous dividend rate. On a post-split basis, the company's operating income represents $0.57 per share for the quarter, compared with $0.50 for 1996. Reported earnings on a post-split basis, including realized capital gains and losses, total $0.58 per share compared with $0.53 for 1996. Net premiums increased 23 percent, to $201.6 million, from $163.4 million in 1996. Net investment income increased 39 percent, to $46.0 million from $33.1 million, as the company's asset base continued to expand, due in part to further growth of asset-intensive reinsurance arrangements. Total revenues increased 26 percent, to $252.9 million, from $201.5 million in 1996. - more - 2 Add One A. Greig Woodring, president and chief executive officer, commented, "The second quarter results, from the standpoint of premiums, total revenues and operating earnings, continued well-established growth trends. Our U.S. operations exhibit solid growth as the market continues to present a number of niche opportunities in addition to traditional reinsurance. Revenues for the U.S. operating segment increased 15 percent over the second quarter of 1996, and 18 percent for the year-to-date. We expect continued growth in the U.S. reinsurance market." Woodring also noted, "Other segments of our operations also reported encouraging results. Premiums grew at a 12 percent rate in the Canadian segment compared with the second quarter of 1996, and almost 26 percent for the year-to-date. Other international operations, consisting of our Latin American and Asia Pacific businesses, had a premium increase of $15.3 million for the quarter, and $25.7 million for the year. Those increases primarily reflected higher annuity production in Chile and a gradual increase in several Asian markets, including the Australian operation initiated in 1996. The Latin American operations produced a modest profit, while operations in the Asia Pacific region are still operating below the break-even level. In addition, our accident and health segment produced a slight profit on premiums of $36.6 million." Woodring further observed, "The company's consolidated earnings were generally in line with our operating plan, as were policy lapses and allowance levels. The mortality experience was moderately higher than we would have anticipated, although we believe this reflects a normal fluctuation. Quote activity and other business opportunities continue at strong levels, and we remain optimistic regarding our ongoing growth prospects. As a result, we are in a position to increase our dividend for the third year in a row. Additionally, the company's stock repurchase program, suspended briefly in anticipation of its earnings announcement, will be re-activated." First-half operating earnings rose to $27.7 million, from $23.0 million a year ago. These results exclude the $10.4 million after-tax, nonoperating charge taken in the first quarter of 1997 in connection with the company's decision to exit all accident and health pools in which it didn't control the underwriting process. Pre-split operating earnings per share increased 19 percent, to $1.61 from $1.35. On a post-split basis, first-half operating earnings per share total $1.07 compared with $0.90 in the first half of 1996. For the first half, revenues increased $102.8 million, or 26 percent, and net premiums rose $75.6 million, or 23 percent. Investment income totaled $87.8 million, an increase of 44 percent over the first half of 1996. - more - 3 Add Two Reinsurance Group of America, Incorporated, through its U.S. and Canadian 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 or branch offices in Argentina, Australia, Barbados, Bermuda, Chile, Hong Kong, Japan and the United Kingdom. Worldwide, it has more than $182 billion of life reinsurance in force. General American Life Insurance Company owns approximately 63 percent of RGA's outstanding shares. -tables attached - 4 Add Three REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income
($ in thousands, except per share data) Three Months Ended Six Months Ended ------------------ ------------------ (Unaudited) June 30, June 30, - --------------------------------------------------------------------- 1997 1996 1997 1996 -------- -------- -------- -------- Revenues: Net premiums $201,568 $163,423 $406,940 $331,315 Net investment income 45,995 33,050 87,844 60,925 Realized capital gains 532 1,233 919 1,795 Other income 4,836 3,785 8,991 7,878 ------------------ ------------------ Total revenue 252,931 201,491 504,694 401,913 Benefits and Expenses: Policyholder benefits 129,813 104,367 241,124 202,202 Accident and health pool charge --- --- 18,000 --- Policy reserve increases 37,170 33,200 103,741 79,050 Underwriting, acquisition and insurance expenses 47,801 30,621 88,268 61,046 Other expenses 12,210 9,747 22,729 18,740 Interest expense 1,956 1,948 3,904 2,239 ------------------ ------------------ Total benefits and expenses 228,950 179,883 477,766 363,277 ------------------ ------------------ Income before taxes and minority interest 23,981 21,608 26,928 38,636 Income taxes 8,757 7,998 8,756 14,247 ------------------ ------------------ Income before minority interest 15,224 13,610 18,172 24,389 Minority interest 129 150 249 393 ------------------ ------------------ Net income $ 15,095 $ 13,460 $ 17,923 $ 23,996 ================== ================== Earnings per share information (Pre-stock split): Earnings per common and common equivalent share before net realized investment gains: 0.86 0.75 1.01 1.35 Earnings per common and common equivalent share: 0.88 0.79 1.04 1.41 Weighted average number of common and common equivalent shares outstanding (in thousands) 17,186 17,004 17,169 16,994 - more - 5 Add Four REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income ($ in thousands, except per share data) Three Months Ended Six Months Ended ------------------ ------------------ (Unaudited) June 30, June 30, - --------------------------------------------------------------------- 1997 1996 1997 1996 -------- -------- -------- -------- Earnings per share information (Post-stock split): Earnings per common and common equivalent share before net realized investment gains 0.57 0.50 0.67 0.90 Earnings per common and common equivalent share: 0.58 0.53 0.70 0.94 Weighted average number of common and common equivalent shares outstanding (in thousands) 25,779 25,506 25,754 25,491
- more- 6 Add Five REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Business Summary
Six Months Ended (Unaudited) June 30, - -------------------------------------------------------------------- 1997 1996 ------- ------- Gross life reinsurance in force (in billions) North American business $172.0 $148.9 International business 10.5 10.6 Gross life reinsurance written (in billions) North American business 20.7 13.6 International business 1.2 2.6 Consolidated cash and invested assets (in millions) 2,598.5 1,932.3 Invested asset yield 7.26% 7.31% Investment portfolio mix Cash and short-term investments 2.88% 3.21% Fixed maturity securities 69.88% 69.23% Mortgage loans 4.35% 1.25% Policy loans 16.33% 19.62% Funds withheld at interest 6.08% 6.49% Other invested assets 0.48% 0.20% Pre-stock split: Book value per share outstanding $25.99 $22.14 Book value per share outstanding, before impact of FAS 115 23.99 21.73 Treasury stock at June 30 429,254 536,454 Post-stock split: Book value per share outstanding 17.33 14.76 Book value per share outstanding, before impact of FAS 115 15.99 14.49 Treasury stock at June 30 643,881 804,681
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