UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 25, 2007
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 1-11848 43-1627032
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MISSOURI 63017
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (636) 736-7000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 29, 2007, Reinsurance Group of America, Incorporated issued a press
release announcing its earnings for the three-month period ended December 31,
2006 and providing certain additional information. The press release also
notes that a conference call will be held on January 30, 2007 to discuss the
financial and operating results for the three-month period ended December 31,
2006. A copy of the press release is furnished with this report as Exhibit
99.1 and shall not be deemed filed pursuant to Instruction B.2 of Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On January 29, 2007, the Company issued a press release announcing that on
January 25, 2007, the Board elected Steven A. Kandarian, Executive Vice
President and Chief Investment Officer of MetLife, Inc., as a director to fill
the vacancy created by the resignation on January 18, 2007 of Leland C.
Launer, Jr. as a director and chairman of the Board. The Board also elected
Mr. Kandarian to serve as chairman of the Board. Mr. Kandarian will not serve
as a member of any Board committees. MetLife, Inc. beneficially owns
approximately 53% of the outstanding shares of common stock of the Company. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
The Company is not aware of any transactions, proposed transactions, or series
of either to which the Company or any of its subsidiaries was or is to be a
participant since January 1, 2006, in which the amount involved exceeds
$120,000 and in which Mr. Kandarian had, or will have, a direct or indirect
material interest. The Company's proxy statement dated April 12, 2006 and
filed with the Securities and Exchange Commission, describes certain
transactions in which MetLife had a material interest under the caption
"Certain Relationships and Related Transactions," which description is hereby
incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Exhibit
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99.1 Press Release of Reinsurance Group of America,
Incorporated dated January 29, 2007
SIGNATURE
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: January 29, 2007 By: /s/ Jack B. Lay
--------------------------
Jack B. Lay
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release of Reinsurance Group of America,
Incorporated dated January 29, 2007.