-----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, JHc+XH/7rTebFq86NBOdGvKpe9J10Bn0+Cp5ze70BkSVx5jgEIO6MlmB339UXl6/ /TcvTfqpssJjKzfdzENj8Q== 0001068800-99-000025.txt : 19990202 0001068800-99-000025.hdr.sgml : 19990202 ACCESSION NUMBER: 0001068800-99-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990127 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990201 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: SEC FILE NUMBER: 001-11848 FILM NUMBER: 99518402 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, INCORPORATED FORM S-8 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) January 27, 1999 ------------------- 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) ITEM 5. OTHER EVENTS. On January 27, 1999, 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 February 26, 1999 to stockholders of record on February 5, 1999. Fractional share interests will be settled in cash. As a result of the stock split, the number of shares outstanding of the Company's voting common stock ("RGA") will increase from 25,263,862 (as of January 28, 1999) to approximately 37,895,793, and the number of shares outstanding of the Company's nonvoting common stock ("RGA.A") will increase from 4,945,000 (as of January 28, 1999) to approximately 7,417,500. The Board also declared a quarterly cash dividend on post-split shares of $0.05 per share, payable February 26, 1999 to stockholders of record on February 5, 1999. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit 99.1 - Press Release dated January 28, 1999. 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: February 1, 1999 By: ------------------- --------------------------------------- Jack B. Lay Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- --------------------- 99.1 Press Release dated January 28, 1999 EX-99.1 2 PRESS RELEASE ------------------- Reinsurance 660 Mason Ridge Ctr. Dr. ------------------- St. Louis, Missouri RGA Group of America, 63141-8557 ------------------- Tel: 314-453-7300 Incorporated ------------------- 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 ANNOUNCES -------------------------------------- STRONG RESULTS FOR CONTINUING OPERATIONS; ----------------------------------------- CHARGE TO DISCONTINUED ACCIDENT AND HEALTH SEGMENT -------------------------------------------------- ST. LOUIS, January 28, 1999 - Reinsurance Group of America, Incorporated (NYSE:RGA, RGA.A) reported strong earnings from continuing operations as well as a significant charge associated with the company's discontinued accident and health line of business. The company also announced a three-for-two stock split on each class of common stock outstanding. Income from continuing operations totaled $89.7 million for the year, and $32.7 million for the fourth quarter, compared to $72.6 million and $27.8 million in 1997, respectively. These amounts represent increases of 24 percent and 18 percent over the comparable prior year amounts. On a diluted per share basis, income from continuing operations increased 10 percent to $3.13 for the year. Fourth quarter income from continuing operations totaled $1.07 per share versus $1.09 per share reported in the prior year. The fourth quarter of 1997 benefited from several large transactions that weren't expected to repeat. Per share results for 1998 reflect 4.9 million additional common shares issued in June. On a post-split basis, income from continuing operations represents $2.08 per share for the year, and $0.71 for the quarter, compared to $1.89 and $0.73 in the prior year, respectively. - more - Add One The company also reported a loss for the year of $27.6 million on its discontinued accident and health operations, compared to an $18.0 million loss in the prior year. Fourth quarter loss on discontinued operations totaled $26.4 million, which includes a non-cash charge of $32 million, on a pre-tax basis, to increase that segment's reserves. That charge comes as a result of continued poor claims experience on that segment's block of business, particularly in the latter half of the year. The additional reserves are expected to cover the ongoing run-off of business accepted from outside managed pools as well as the accident and health risks internally underwritten by the company. The nature of the underlying risks is such that the claims may take years to reach the reinsurers involved. Thus, the company expects to pay claims out of existing reserves over a number of years as the level of business diminishes. President and Chief Executive Officer A. Greig Woodring commented, "We were pleased with both the full year and quarter's results reported by segments representing RGA's continuing operations. The U.S., Canada, and Latin America segments were at or above our expectations, while the Asia Pacific segment reported mixed results. Though results in that segment's Australian operations were strong, the Hong Kong operation incurred a loss as lapse rates escalated on several major treaties, reflecting the overall economic slowdown in that market." Woodring also noted, "Our business flows and related earnings can vary significantly from quarter to quarter, as we saw in the fourth quarter of last year when several large transactions significantly drove up results. Our continuing operations, on a per share basis, have exhibited a compounded annual growth rate of about 19 percent over the past five years, and we expect to continue growing those operations in our target range of 15 to 20 percent. In 1999, the dilutive impact of the June equity offering will diminish as proceeds from that offering are further deployed. Also, we have seen and expect to continue to see a number of large blocks of business enter the reinsurance market." - more - Add Two Turning to discontinued operations, Woodring explained, "We took the $32 million pre-tax charge to strengthen reserves supporting the accident and health segment, which is now reported as a discontinued operation. We took that action as a result of the poor development of the entire block of business, which is currently in run-off. Premium flow for the segment this year was greater than we had expected, which together with the deteriorating claims trends, convinced us to take this action now rather than later. Along with many other reinsurers that have provided support for accident and health risks in recent years, we have experienced poor results. We don't anticipate that this segment will have a significant impact on our results going forward." Woodring concluded, "We remain optimistic about the opportunities we continue to see in our markets, and plan to continue growing our core businesses." For the year, including discontinued operations, reported net income totaled $62.1 million, or $1.48 per share on a post-split basis, compared to $54.6 million, or $1.42 per share the prior year. The company also reported revenues from continuing operations of $1.34 billion, up 37 percent from the prior year. For the quarter, revenues from continuing operations totaled $412.9 million, up 45 percent from the comparable quarter in 1997. Premiums for the year totaled $1.02 billion, and investment income totaled $301.8 million, representing increases of 36 percent and 61 percent, respectively. The investment income increase reflects the continued expansion of the company's asset base, primarily as a result of the addition of asset-intensive reinsurance arrangements. In addition to the stock split, the board of directors declared a regular quarterly dividend of $0.05 per share post-split. Both the stock split and dividend are payable February 26 to shareholders of record as of February 5. General American Life Insurance Company, the company's majority shareholder, announced today that its board of directors has authorized the development of a demutualization plan for that company. General American beneficially owns approximately 64 percent of RGA's outstanding voting shares and approximately 52 percent of all shares outstanding. - more - Add Three Reinsurance Group of America, Incorporated, through its 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, Mexico, South Africa, Taiwan, and the United Kingdom. Worldwide, the Company has more than $330 billion of life reinsurance in force. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Reinsurance Group of America, Incorporated's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Cautionary Statement" in the Company's Annual Report or Form 10-K for the most recently ended fiscal year. - tables attached - Add Four REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income ($ in thousands, except per share data)
Three Months Ended Twelve Months Ended --------------------------------------------- (Unaudited) December 31, December 31, - ------------------------------------------------------------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Revenues: Net premiums $311,068 $198,533 $1,016,420 $744,768 Net investment income 95,600 53,652 301,780 187,084 Realized capital gains (266) (253) 3,092 332 Other income 6,529 32,377 23,200 46,009 -------------------- ---------------------- Total Revenue 412,931 284,309 1,344,492 978,193 Benefits and Expenses: Claims and other policy benefits 245,486 163,711 797,901 569,133 Interest credited 42,069 29,117 153,247 92,311 Policy acquisition costs and other insurance expenses 57,905 32,703 188,471 148,128 Other expenses 16,845 13,697 58,021 47,406 Interest expense 2,365 1,948 8,805 7,801 -------------------- ---------------------- Total Benefits & Expenses 364,670 241,176 1,206,445 864,779 -------------------- ---------------------- Income from continuing operations before taxes and minority interest 48,261 43,133 138,047 113,414 Income Taxes 16,776 15,183 49,055 40,403 -------------------- ---------------------- Income from continuing operations before minority interest 31,485 27,950 88,992 73,011 Minority Interest (1,174) 151 (717) 430 -------------------- ---------------------- Income from continuing operations 32,659 27,799 89,709 72,581 -------------------- ---------------------- Discontinued operations: Loss from operations of discontinued accident and health operations, net of taxes (26,362) (5,476) (27,628) (17,961) Net income $ 6,297 $ 22,323 $ 62,081 $ 54,620 ==================== ======================
Add Five REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Statements of Income ($ in thousands, except per share data)
Three Months Ended Twelve Months Ended ---------------------------------------- (Unaudited) December 31, December 31, - -------------------------------------------------------------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Pre-stock split per share information Earnings per share from income from continuing operations: Basic Earnings 1.08 1.10 3.16 2.86 Diluted Earnings 1.07 1.09 3.13 2.84 Earnings per share from net income: Basic Earnings 0.21 0.88 2.25 2.15 Diluted Earnings 0.21 0.88 2.22 2.13 Weighted average number of common and common equivalent shares outstanding (in thousands) 30,545 25,512 28,373 25,604 Post-stock split per share information Earnings per share from income from continuing operations: Basic Earnings 0.72 0.73 2.11 1.91 Diluted Earnings 0.71 0.73 2.08 1.89 Earnings per share from net income: Basic Earnings 0.14 0.59 1.50 1.44 Diluted Earnings 0.14 0.58 1.48 1.42 Weighted average number of common and common equivalent shares outstanding (in thousands) 45,818 38,268 42,559 38,406
- more - Add Six REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES Condensed Consolidated Business Summary
Twelve Months Ended (Unaudited) December 31, - --------------------------------------------------------------------- 1998 1997 ---- ---- Gross life reinsurance in force (in billions) North American business $291.2 $199.4 International business 39.4 27.9 Gross life reinsurance written (in billions) North American business 115.5 58.1 International business 9.5 17.8 Consolidated cash and invested assets (in millions) 5,274.8 3,671.4 Invested asset yield 6.87% 7.23% Investment portfolio mix Cash and short-term investments 8.48% 8.58% Fixed maturity securities 70.42% 68.86% Mortgage loans 4.11% 4.51% Policy loans 9.74% 13.08% Funds withheld at interest 6.82% 4.51% Other invested assets 0.43% 0.46% Pre-stock split: Book value per share outstanding $ 24.86 $ 19.81 Book value per share outstanding, before impact of FAS 115 23.28 17.14 Treasury stock at December 31 785,513 844,535 Shares outstanding include the 4,945,000 non-voting shares that were issued on June 10, 1998. Post-stock split: Book value per share outstanding $ 16.57 $ 13.21 Book value per share outstanding, before impact of FAS 115 15.52 11.43 Treasury stock at December 31 1,178,270 1,266,803 Shares outstanding include the 7,417,500 non-voting shares that were issued on June 10, 1998.
- more - Add Seven REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES U.S. OPERATIONS (Dollars in thousands)
FOR THE YEAR ENDED DECEMBER 31, 1998 Asset- Financial Total Traditional Intensive Reinsurance U.S. ----------- --------- ----------- ----- Revenues: Net premiums $714,960 $ 1,284 $ -- $716,244 Investment income, net of related expenses 106,584 124,891 -- 231,475 Realized investment gains / (losses), net 1,717 654 -- 2,371 Other revenue 787 4 17,800 18,591 -------- -------- ------- -------- Total revenues 824,048 126,833 17,800 968,681 Benefits and expenses: Claims and other policy benefits 538,773 2,259 -- 541,032 Interest credited 44,052 107,949 -- 152,001 Policy acquisition costs and other insurance expenses 112,962 6,792 12,942 132,696 Interest and other operating expenses 14,132 738 131 15,001 -------- -------- ------- -------- Total benefits and expenses 709,919 117,738 13,073 840,730 Income before income taxes and minority interest $114,129 $ 9,095 $ 4,727 $127,951 ======== ======== ======= ======== FOR THE YEAR ENDED DECEMBER 31, 1997 Asset- Financial Total Traditional Intensive Reinsurance U.S. ----------- --------- ----------- ----- Revenues: Net premiums $554,239 $ 15 $ -- $554,254 Investment income, net of related expenses 81,423 59,883 -- 141,306 Realized investment gains / (losses), net 1,816 (1,726) -- 90 Other revenue 872 -- 25,308 26,180 -------- ------- ------- -------- Total revenues 638,350 58,172 25,308 721,830 Benefits and expenses: Claims and other policy benefits 405,461 2,273 -- 407,734 Interest credited 42,565 48,371 -- 90,936 Policy acquisition costs and other insurance expenses 89,557 1,548 14,368 105,473 Interest and other operating expenses 10,919 559 114 11,592 -------- ------- ------- -------- Total benefits and expenses 548,502 52,751 14,482 615,735 Income before income taxes and minority interest $ 89,848 $ 5,421 $10,826 $106,095 ======== ======= ======= ========
- more - Add Eight REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES CANADIAN OPERATIONS (Dollars in thousands)
Twelve Months Ending December 31, 1998 1997 ---- ---- Revenues: Net premiums $144,784 $ 83,563 Investment income, net of related expenses 38,858 18,936 Realized investment gains / (losses), net 617 109 Other revenue 482 20,152 -------- -------- Total revenues 184,741 122,760 Benefits and expenses: Claims and other policy benefits 127,821 74,972 Interest credited 1,059 1,293 Policy acquisition costs and other insurance expenses 26,163 22,411 Other operating expenses 6,944 6,387 -------- -------- Total benefits and expenses 161,987 105,063 Income before income taxes and minority interest $ 22,754 $ 17,697 ======== ========
- more - Add Nine REINSURANCE GROUP OF AMERICA, INCORPORATED AND SUBSIDIARIES OTHER INTERNATIONAL (Dollars in thousands)
For the Twelve Months Ending December 31, 1998 LATIN AMERICA Total Rein- ASIA OTHERS Inter- Direct surance PACIFIC MARKETS national ------- ------- ------- ------- -------- Revenues: Net premiums $48,354 $50,325 $53,072 $ 3,641 $155,392 Investment income, net of related expenses 13,926 3,859 2,545 479 20,809 Realized investment gains / (losses), net 4 -- 23 81 108 Other revenue 242 1 3,089 795 4,127 ------- ------- ------- ------- -------- Total revenues 62,526 54,185 58,729 4,996 180,436 Benefits and expenses: Claims and other policy benefits 49,238 45,225 31,900 2,685 129,048 Interest credited 187 -- -- -- 187 Policy acquisition costs and other insurance expenses 4,814 2,067 21,775 923 29,579 Interest and other operating expenses 7,465 3,892 8,115 6,818 26,290 ------- ------- ------- ------- -------- Total benefits and expenses 61,704 51,184 61,790 10,426 185,104 Income (loss) before income taxes and minority interest $ 822 $ 3,001 $(3,061) $(5,430) $ (4,668) ======= ======= ======= ======= ======== For the Twelve Months Ending December 31, 1997 LATIN AMERICA Total Rein- ASIA OTHERS Inter- Direct surance PACIFIC MARKETS national ------- ------- ------- ------- -------- Revenues: Net premiums $56,460 $11,730 $36,591 $ 2,170 $106,951 Investment income, net of related expenses 7,067 3,548 1,126 383 12,124 Realized investment gains / (losses), net -- -- 14 -- 14 Other revenue 185 -- -- 332 517 ------- ------- ------- ------- -------- Total revenues 63,712 15,278 37,731 2,885 119,606 Benefits and expenses: Claims and other policy benefits 53,181 10,327 21,164 1,755 86,427 Interest credited 82 -- -- -- 82 Policy acquisition costs and other insurance expenses 3,820 329 15,616 479 20,244 Other operating expenses 6,553 3,763 7,363 4,312 21,991 ------- ------- ------- ------- -------- Total benefits and expenses 63,636 14,419 44,143 6,546 128,744 Income (loss) before income taxes and minority interest $ 76 $ 859 $(6,412) $(3,661) $ (9,138) ======= ======= ======= ======= ========
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