8-A12B 1 c66577e8-a12b.txt FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Reinsurance Group of America, Incorporated ------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Missouri 43-1627032 -------------------------------------------------------------------------------- (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 1370 Timberlake Manor Parkway Chesterfield, Missouri 63017-6039 ---------------------------------------- ------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and 12(g) of the Exchange Act and is effective pursuant to is effective pursuant to General Instruction A.(c), General Instruction A.(d), please check the following please check the following box. [X] box. [ ] SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES: 333-74104 333-55304 (IF APPLICABLE) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED ------------------- ------------------------------ Units New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NOT APPLICABLE NONE (TITLE OF CLASS) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The securities to be registered hereby are Units issued by Reinsurance Group of America, Incorporated (the "Company"). Each unit consists of (1) a 5.75% Cumulative Trust Preferred Security (the "Preferred Securities") issued by RGA Capital Trust I, a Delaware statutory business trust and wholly-owned finance subsidiary of the Company (the "Trust"), and (2) a warrant (the "Warrants") to purchase 1.2508 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, subject to adjustment. The Preferred Securities represent undivided beneficial interests in the assets of the Trust and are guaranteed by the Company, to the extent set forth in the form of the Guarantee Agreement by the Company. The form of Guarantee Agreement is attached hereto as Exhibit 4.11. A description of the Units, including descriptions of the Preferred Securities and the Warrants, are included in the prospectus supplement dated December 12, 2001 and the base prospectus dated December 3, 2001, which were filed by the Registrant and the Trust on December 14, 2001 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and which is incorporated by reference into this Registration Statement. The final terms of the Units, and terms of the Preferred Securities and Warrants that make up the Units, are set forth in the documents attached or incorporated by reference as Exhibits to this Registration Statement. ITEM 2. EXHIBITS. 4.1 Form of Unit Agreement among the Company and the Trust, as Issuers, The Bank of New York, as Agent, The Bank of New York, as Warrant Agent and The Bank of New York, as Property Trustee. 4.2 Form of Global Unit Certificate (incorporated by reference to Exhibit A of Exhibit 4.1 to this Registration Statement). 4.3 Form of Warrant Agreement between the Company and The Bank of New York, as Warrant Agent. 4.4 Form of Warrant Certificate (incorporated by reference to Exhibit A of Exhibit 4.3 to this Registration Statement). 4.5 Certificate of Trust of RGA Capital Trust I (incorporated by reference to Exhibit 4.10 to the Registration Statements on Form S-3 (File Nos. 333-55304, 333-55304-01 and 333-55304-02), previously filed with the Securities and Exchange Commission (the "Commission") on February 9, 2001, as amended (the "Original S-3)). 4.6 Trust Agreement of RGA Capital Trust I (incorporated by reference to Exhibit 4.11 to the Original S-3). 4.7 Form of Amended and Restated Trust Agreement of RGA Capital Trust I. 4.8 Form of Preferred Security Certificate for the Trust, included as Exhibit A to Exhibit 4.7 to this Registration Statement. 4.9 Form of Junior Subordinated Indenture (incorporated by reference to Exhibit 4.3 to the Original S-3). 4.10 Form of First Supplemental Junior Subordinated Indenture between the Company and The Bank of New York, as Trustee. 4.11 Form of Guarantee Agreement between the Company, as Guarantor, and The Bank of New York, as Guarantee Trustee. 4.12 Form of Remarketing Agreement among the Company, the Trust and Lehman Brothers Inc., as Remarketing Agent. 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: December 18, 2001 REINSURANCE GROUP OF AMERICA, INCORPORATED By: /s/ Jack B. Lay ---------------------------------- Name: Jack B. Lay Title: Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX
Exhibit Number Description ------- ----------- 4.1 Form of Unit Agreement among the Company and the Trust, as Issuers, The Bank of New York, as Agent, The Bank of New York, as Warrant Agent and The Bank of New York, as Property Trustee. 4.2 Form of Global Unit Certificate (incorporated by reference to Exhibit A to Exhibit 4.1 of this Registration Statement). 4.3 Form of Warrant Agreement between the Company and The Bank of New York, as Warrant Agent. 4.4 Form of Warrant Certificate (incorporated by reference to Exhibit A of Exhibit 4.3 to this Registration Statement). 4.5 Certificate of Trust of RGA Capital Trust I (incorporated by reference to Exhibit 4.10 to the Registration Statements on Form S-3 (File Nos. 333-55304, 333-55304-01 and 333-55304-02), previously filed with the Securities and Exchange Commission (the "Commission") on February 9, 2001, as amended (the "Original S-3)). 4.6 Trust Agreement of RGA Capital Trust I (incorporated by reference to Exhibit 4.11 to the Original S-3). 4.7 Form of Amended and Restated Trust Agreement of RGA Capital Trust I. 4.8 Form of Preferred Security Certificate for the Trust, included as Exhibit A to Exhibit 4.7 to this Registration Statement. 4.9 Form of Junior Subordinated Indenture (incorporated by reference to Exhibit 4.3 to the Original S-3). 4.10 Form of First Supplemental Junior Subordinated Indenture between the Company and The Bank of New York, as Trustee. 4.11 Form of Guarantee Agreement between the Company, as Guarantor, and The Bank of New York, as Guarantee Trustee. 4.12 Form of Remarketing Agreement among the Company, the Trust and Lehman Brothers Inc., as Remarketing Agent.
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