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| RGA > SEC Filings for RGA > Form 8-K/A on 26-Nov-2008 | All Recent SEC Filings |
26-Nov-2008
Entry into a Material Definitive Agreement, Unregistered Sale
On November 25, 2008, the shareholders of Reinsurance Group of America,
Incorporated, a Missouri corporation ("RGA") held a special meeting where the
shareholders approved, among other things: (i) the conversion (the "conversion")
of RGA's dual class common stock structure into a single class common stock
structure, whereby RGA's class B common stock, par value $0.01 per share (the
"class B common stock"), converted into RGA's class A common stock, par value
$0.01 per share (the "class A common stock"), on a one-for-one basis (with such
class A common stock being automatically redesignated as "common stock") and
(ii) a proposal to amend and restate RGA's amended and restated articles of
incorporation to eliminate provisions relating to class B common stock and RGA's
dual class common stock structure.
In connection with the conversion, RGA entered into a Second Amended and Restated Section 382 Rights Agreement, dated as of November 25, 2008, as the same may be amended from time to time (the "rights plan"), with Mellon Investor Services LLC, as Rights Agent (the "Rights Agent"), which rights plan sets forth the terms and conditions of the respective preferred stock purchase rights associated with the common stock. Among other things, the amended rights plan eliminated references to Series B-1 Junior Participating Preferred Stock, which has been cancelled.
The rights plan is intended to act as a deterrent to any person being or becoming a "5-percent shareholder" (as defined in Section 382 of the Internal Revenue Code and the related Treasury regulations) without the approval of the RGA board of directors (such person is referred to as an "acquiring person"). The meaning of the term acquiring person does not include:
• RGA, any subsidiary of RGA, any employee benefit plan or compensation
arrangement of RGA or any subsidiary of RGA, or any entity holding
securities of RGA to the extent organized, appointed or established by RGA
or any subsidiary of RGA for or pursuant to the terms of any such employee
benefit plan or compensation arrangement;
• any grandfathered person (as defined below);
• any exempted person (as defined below); or
• any person who or which inadvertently may become a 5-percent shareholder or
otherwise becomes such a 5-percent shareholder, so long as such person
promptly enters into, and delivers to RGA, an irrevocable commitment
promptly to divest, and thereafter promptly divests (without exercising or
retaining any power, including voting, with respect to such securities),
sufficient securities of RGA so that such person ceases to be a 5-percent
shareholder of RGA.
Shareholders who owned 5% or more (by value) of common stock outstanding on June 2, 2008, the time of adoption of the initial Section 382 shareholder rights plan, will not trigger the rights plan so long as they do not acquire any additional shares of RGA stock (except for any such shares that are acquired in a transaction that also results in such person being an exempted person).
For purposes of the rights plan, RGA "stock" means: (i) common stock, (ii) preferred stock (other than preferred stock described in Section 1504(a)(4) of the Internal Revenue Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)) to purchase stock (other than preferred stock described in Section 1504(a)(4) of the Internal Revenue Code), and (iv) any other interest that would be treated as "stock" of RGA pursuant to Treasury Regulation § 1.382-2T(f)(18).
MetLife security holders who received RGA class B common stock directly from MetLife in the split-off (the "Split-Off") that occurred in September 2008 in connection with the Recapitalization and Distribution Agreement, dated June 1, 2008, between RGA and MetLife (the "Recapitalization and Distribution Agreement"), which caused them to hold 5% or more (by value) of RGA stock, did not trigger the rights plan. However, the rights plan does not exempt any future acquisitions of RGA stock by such persons. In addition, RGA may, in its sole discretion, exempt any person or group from being deemed an acquiring person for purposes of the rights plan at any time prior to the time the rights are no . . .
Pursuant to the conversion, 29,243,539 shares of class B common stock were converted into class A common stock on a one-for-one basis in an offering to existing security holders exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. Immediately after the conversion, all of the shares of RGA's class A common stock were automatically redesignated as "common stock" pursuant to the terms of RGA's articles of incorporation in effect at the time of the conversion.
As of October 17, 2008, there were 33,080,776 shares of class A common stock and 29,243,539 shares of class B common stock issued and outstanding. The number of issued shares of class A common stock excludes: (i) as of September 30, 2008, an aggregate of 3,721,223 shares of class A common stock issuable pursuant to outstanding equity-based incentive awards, of which 2,883,968 shares were subject to outstanding stock options as of September 30, 2008, at a weighted average exercise price of $40.88 per share; (ii) as of September 30, 2008, 5,628,600 shares of class A common stock issuable upon exercise of outstanding warrants at an exercise price of $39.98 per share, subject to certain antidilution adjustments, which expire on December 15, 2050; and (iii) 10,235,000 shares of class A common stock issued on November 4, 2008 pursuant to a public offering of such shares.
Upon the conversion, each share of outstanding class B common stock was automatically reclassified into a share of class A common stock and such class A common stock was thereafter be deemed to be redesignated as "common stock" pursuant to the articles of incorporation in effect at
Voting Power - Election of Directors. Before the conversion, the holders of class B common stock had the right to elect at least 80% of the members of RGA's board of directors, and the holders of class A common stock had the right to elect no more than 20% of the members of RGA's board of directors. A provision in the articles of incorporation in effect at the time of the conversion restricted the voting power with respect to directors of a holder of more than 15% of outstanding class B common stock to 15% of outstanding class B common stock; provided that, if such holder also had in excess of 15% of outstanding class A common stock, such holder of class B common stock may exercise the voting power of the class B common stock in excess of 15% to the extent that such holder had an equivalent percentage of outstanding class A common stock. After the conversion, all holders of the single class of common stock have identical voting rights for the election of all directors. As a result, holders of class B common stock no longer have superior rights with respect to the election of members of RGA's board of directors.
Voting Power - All Other Matters. Missouri law requires a separate class voting right if an amendment to RGA's articles of incorporation alters the aggregate number of authorized shares or par value of either such class or alter the powers, preferences or special rights of either such class so as to affect these rights adversely. Upon the conversion, the class B common stock ceased to exist and such class vote is no longer applicable. As to all other matters on which shareholders are entitled to vote, the conversion had no impact on the voting power of holders of class A common stock and class B common stock.
Economic Equity Interests. The conversion had no impact on the economic equity interests of holders of class A common stock and class B common stock, including with regard to dividends, liquidation rights and redemption.
Acquisition Restrictions. The conversion had no effect on the stock ownership limitations in RGA's articles of incorporation, which generally limit shareholders from owning or acquiring 5% or more (by value) of RGA stock until September 13, 2011, subject to certain exceptions.
PIERS Units. Upon the conversion, references to class A common stock in RGA's outstanding Trust Preferred Income Equity Redeemable Securities Units (and their constituent warrants) were redesignated as references to the common stock.
In addition, the information in Item 1.01 is incorporated by reference herein.
At the special meeting of RGA's shareholders on November 25, 2008, the shareholders approved a proposal to amend and restate RGA's amended and restated articles of incorporation to eliminate provisions relating to class B common stock and RGA's dual class common stock structure. On that date, RGA filed new amended and restated articles of incorporation with the Secretary of State of the State of Missouri. The provisions of the articles of incorporation effective before the conversion that were eliminated include, among others:
• references to authorization of class A common stock, class B common stock
and the September 2008 reclassification (Article Three, Section A);
• restrictions on rights of preferred stock to protect class A common stock
and class B common stock (Article Three, old Section B);
• rights of class A common stock and class B common stock (Articles Three,
old Section C);
• interpretation of articles of incorporation after the conversion (Article
Three, old Section D);
• deemed restatement of articles of incorporation (Article Three, old Section
E); and
• requirements for separate class vote to amend Article Three (Article Three,
old Section F).
Among other things, the charter amendment also:
• reflects that certificates representing old class A common stock or class B
common stock will represent shares of the new single class of common stock,
until surrendered (Article Three, Section A);
• reflects that each share of new common stock will have one vote per share
(Article Three, new Section B); and
• clarifies the meaning of "New Common Stock" as used in Article Fourteen
(Article Three, Section A).
This summary description of the amendment and restatement of the articles of incorporation does not purport to be complete and is qualified in its entirety by reference to the amended and restated articles of incorporation of RGA, which are filed as Exhibit 3.1 hereto, including a copy listed as Exhibit 3.2 hereto marked to show changes from the prior version, and both of such copies are incorporated by reference herein.
In connection with the conversion, RGA amended and restated its bylaws effective November 25, 2008. The amendment removed references to the class B common stock. This summary description of the amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the amended and restated bylaws of RGA, which are filed as Exhibit 3.3 hereto.
In addition, the information in Item 1.01 is incorporated by reference herein.
As described above, on November 25, 2008, the shareholders of RGA held a special meeting where the shareholders approved, among other things: (i) the conversion and (ii) a proposal to amend and restate RGA's amended and restated articles of incorporation to eliminate provisions relating to class B common stock and RGA's dual class common stock structure. On that date, RGA issued a press release announcing the results of the special meeting, which is filed as Exhibit 99.1 hereto and incorporated by reference herein.
In connection with the conversion, RGA's common stock will be traded on the New York Stock Exchange commencing Wednesday, November 26, 2008 under the symbol "RGA". The CUSIP number for the common stock is 759351 604. As a result of the conversion, trading of the class A common stock under the ticker symbol "RGA.A" and trading of the class B common stock under the ticker symbol "RGA.B" will be suspended prior to opening of the New York Stock Exchange on Wednesday, November 26, 2008 and will be subsequently delisted.
(d) See Exhibit Index.
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