-----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, HPRdIKiYSIr2bEKXvEYOLH12awfuYPcvER24KqJMDl7nlT4lZzzrK8tOcz/mqPb5 pJrs68grXipqItlz/31E/A== 0000950123-05-001628.txt : 20050211 0000950123-05-001628.hdr.sgml : 20050211 20050211171911 ACCESSION NUMBER: 0000950123-05-001628 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: GENAMERICA FINANCIAL, LLC GROUP MEMBERS: GENERAL AMERICAN LIFE INSURANCE COMPANY GROUP MEMBERS: METROPOLITAN LIFE INSURANCE COMPANY SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45137 FILM NUMBER: 05600177 BUSINESS ADDRESS: STREET 1: 1370 TIMBERLAKE MANOR PARKWAY CITY: CHESTERFIELD STATE: MO ZIP: 63017-6039 BUSINESS PHONE: 6367367000 MAIL ADDRESS: STREET 1: 1370 TIMBERLAKE MANOR PARKWAY CITY: CHESTERFIELD STATE: MO ZIP: 63017-6039 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 y05541sc13dza.txt AMENDMENT NO. 11 TO SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 11)* ---------- REINSURANCE GROUP OF AMERICA, INCORPORATED (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) 759351109 (CUSIP NUMBER) ---------- GWENN L. CARR METLIFE, INC. 1 METLIFE PLAZA 27-01 QUEENS PLAZA NORTH LONG ISLAND CITY, NEW YORK 11101 (212) 578-2211 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) ---------- JANUARY 31, 2005 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - --------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ Page 1 of 24 - ----------------------- ----------------------- CUSIP NO. 759351109 SCHEDULE 13D PAGE 2 OF 24 - ----------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MetLife, Inc. 13-407581 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (See Instructions) (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY ------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 32,243,539 REPORTING ------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,243,539 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,243,539 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.7%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC - -------------------------------------------------------------------------------- * This percentage is based upon the number of Shares issued and outstanding as of October 31, 2004, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. - ----------------------- ----------------------- CUSIP NO. 759351109 SCHEDULE 13D PAGE 3 OF 24 - ----------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Metropolitan Life Insurance Company 13-5581829 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (See Instructions) (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY ------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 32,243,539 REPORTING ------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,243,539 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,243,539 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.7%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC - -------------------------------------------------------------------------------- * This percentage is based upon the number of Shares issued and outstanding as of October 31, 2004, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. - ----------------------- ----------------------- CUSIP NO. 759351109 SCHEDULE 13D PAGE 4 OF 24 - ----------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GenAmerica Financial, LLC 43-1779470 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (See Instructions) (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY ------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 32,243,539 REPORTING ------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,243,539 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,243,539 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.7%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC, CO - -------------------------------------------------------------------------------- * This percentage is based upon the number of Shares issued and outstanding as of October 31, 2004, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. - ----------------------- ----------------------- CUSIP NO. 759351109 SCHEDULE 13D PAGE 5 OF 24 - ----------------------- ----------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) General American Life Insurance Company 43-0285930 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See (a) [ ] Instructions) (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY ------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 32,243,539 REPORTING ------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None ------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,243,539 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,243,539 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.7%* - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC - -------------------------------------------------------------------------------- * This percentage is based upon the number of Shares issued and outstanding as of October 31, 2004, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004. Page 6 of 24 This Statement amends the Schedule 13D Statement, as amended, of (i) MetLife, Inc. ("MLINC"), (ii) Metropolitan Life Insurance Company, a wholly owned subsidiary of MLINC ("MetLife"), (iii) GenAmerica Financial Corporation, a wholly owned subsidiary of MetLife ("GenAmerica"), (iv) General American Life Insurance Company, a wholly owned subsidiary of GenAmerica ("GenAm Life"), and (v) Equity Intermediary Company, a wholly owned subsidiary of GenAm Life ("EIM"), in respect of shares of common stock, par value $0.01 per share ("Shares"), of Reinsurance Group of America, Incorporated, a Missouri corporation ("RGA"), as follows: ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated as follows: "(a) through (c) and (f). This statement is filed on behalf of (i) MLINC, (ii) MetLife, (iii) GenAmerica Financial, LLC, a subsidiary of MetLife ("GenAm Financial") and (iv) GenAm Life (collectively, the "Filing Parties"). MLINC, a Delaware corporation with its principal office and business at 200 Park Avenue, New York, New York 10166-0188, is not controlled by any person or persons and is a holding company which owns all of the outstanding shares of common stock of MetLife. MetLife, a New York life insurance company, has its principal office and business at 200 Park Avenue, New York, New York 10166-0188. GenAm Financial is a holding company and GenAm Life is an insurance company. GenAm Financial is a Delaware limited liability company with its principal office and business at One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, New York 11101. GenAm Life is a Missouri corporation with its principal office and business at 13045 Tesson Ferry Road, St. Louis, Missouri 63128. Set forth on Exhibit 1 to this Statement, and incorporated herein by reference, is the name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of the Filing Parties. (d) During the last five years, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective executive officers or directors has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws." ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended by replacing the last paragraph with the following: Page 7 of 24 "On December 14, 2004, EIM and GenAm Life entered into an agreement and plan of complete liquidation (the "Plan of Liquidation") pursuant to which EIM was to be dissolved to reduce administrative expenses. In accordance with the Plan of Liquidation, all of the assets and liabilities of EIM (including, on December 22, 2004, 32,243,539 Shares) were transferred to GenAm Life in a liquidating distribution. EIM was dissolved pursuant to the Plan of Liquidation effective December 27, 2004. In addition, GenAmerica and GenAm Financial entered into a merger agreement, dated as of December 22, 2004, pursuant to which GenAmerica merged with and into GenAm Financial (the "Merger Agreement"), with GenAm Financial as the surviving entity." ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended by adding the following to the end of the third paragraph: "At a meeting of the RGA Board of Directors held on July 23, 2004, Mr. Launer was elected as Chairman of the Board of RGA, succeeding Stewart G. Nagler who retired from RGA's Board, as well as from MLINC." Item 4 is hereby further amended by replacing the last paragraph thereof with the following: "As previously disclosed, the Filing Parties continuously evaluate RGA's businesses and prospects, alternative investment opportunities and other factors deemed relevant in determining whether additional Shares will be acquired by any of the Filing Parties or whether any of the Filing Parties will dispose of Shares. At any time, depending on market conditions, the trading prices for Shares, the actions taken by the board of directors of RGA, alternative investment opportunities and the outlook for RGA, one or more of the Filing Parties may acquire additional Shares or may dispose of some or all of the Shares beneficially owned by such Filing Party, in either case in the open market, in privately negotiated transactions or otherwise. In this connection, MLINC publicly announced on January 31, 2005 that, in connection with an unrelated acquisition, it would consider financing that acquisition in part with the proceeds of selected asset sales. Among the assets which MLINC is considering for sale are some or all of the Shares beneficially owned by the Filing Parties. Any such sale will depend on, among other things, the factors noted above, and there can be no assurance that any such transaction will or will not take place, as to the timing or pricing of any such transaction, nor as to whether or not any such transaction would afford other holders of Shares an opportunity to participate in the transaction or as to the terms of any such participation. As previously disclosed, except as otherwise disclosed in this Item 4, none of the Filing Parties currently has any agreements, beneficially or otherwise, which would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of the ongoing evaluation of this investment and investment alternatives, including in connection with the possible asset sales referred to in the prior paragraph, the Filing Parties may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of RGA, or other third parties regarding such matters." ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended by amending and restating Item 5(a) and (b) as follows: "(a) and (b). As of February 8, 2005, each of the Filing Parties beneficially owned 32,243,539 Shares, or approximately 51.7 percent of the outstanding Shares. With Page 8 of 24 respect to such Shares, each of the Filing Parties shares voting and dispositive power with each other. See Item 2 above. The following information in this paragraph is to the best knowledge of the Filing Parties. As of February 10, 2005, A. Greig Woodring, President and Chief Executive Officer and Director of RGA and Executive Vice President of GenAm Life, beneficially owned 44,117 Shares and had sole voting and dispositive power with respect to such Shares. Mr. Woodring also has the right to acquire beneficial ownership of 272,369 shares through the exercise of options that are currently vested or will vest within 60 days after February 1, 2005. The Share ownership described in the above paragraph does not represent beneficial ownership of more than 1% of the outstanding Shares. The percentage amounts set forth in this Item 5 are based upon the number of shares issued and outstanding as of October 31, 2004, as described in RGA's quarterly report on Form 10-Q for the quarter ended September 30, 2004." ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding the following after the last paragraph: "On December 14, 2004, EIM and GenAm Life entered into the Plan of Liquidation pursuant to which EIM was to be dissolved to reduce administrative expenses. In accordance with the Plan of Liquidation, all of the assets and liabilities of EIM, including 32,243,539 Shares, were transferred to GenAm Life in a liquidating distribution. EIM was dissolved pursuant to the Plan of Liquidation effective December 27, 2004. In addition, GenAmerica and GenAm Financial entered into a merger agreement, dated as of December 22, 2004, pursuant to which GenAmerica merged with and into GenAm Financial, with GenAm Financial as the surviving entity. The descriptions of the Plan of Liquidation and the merger agreement set forth in this Statement are qualified in their entirety by reference to such documents, included as Exhibits 13 and 14, respectively, which are incorporated herein in their entirety by reference. See also Item 3 above. As President and Chief Executive Officer of RGA, A. Greig Woodring, Executive Vice President of GenAm Life, participates in RGA's Flexible Stock Plan, which provides for the award of various types of benefits, including stock options, stock appreciation rights, restricted stock, performance shares, and other stock based awards, as well as cash awards. The description of the Flexible Stock Plan, as amended, set forth in this Statement is qualified in its entirety by reference to such Plan and amendments, included as Exhibits 15, 16, 17 and 18 to this Statement, each of which is incorporated herein in its entirety by reference. Awards under the RGA Flexible Stock Plan may be made pursuant to the RGA Flexible Stock Plan Non-Qualified Stock Option Agreement and the RGA Flexible Stock Plan Performance Contingent Restricted Stock Agreement, forms of which are included as Exhibits 20 and 21, respectively, to this Statement, each of which is incorporated herein in its entirety by reference. The terms of a restricted stock award made to Mr. Woodring pursuant to the RGA Flexible Stock Plan is also included as Exhibit 19 to this Statement and is incorporated herein in its entirety by reference." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended by amending and supplementing the exhibits as follows: Exhibit No. Description - ----------- ----------- 1 Directors and Executive Officers of Filing Parties 9 Agreement Required for Joint Filing under Rule 13d-1(k)(1) 13 Agreement and Plan of Complete Liquidation, dated as of December 14, 2004, between General American Life Insurance Company and Equity Intermediary Company 14 Agreement and Plan of Merger, dated as of December 22, 2004, by and between GenAmerica Financial, LLC and GenAmerica Financial Corporation 15 Reinsurance Group of America, Incorporated Flexible Stock Plan, as amended and restated effective July 1, 1998 (Incorporated by reference to Exhibit 10.12 to RGA's Annual Report on Form 10-K for the year ended December 31, 2003 (the "2003 RGA 10-K")) 16 Amendment, effective as of May 24, 2000 to the RGA Flexible Stock Plan, as amended and restated July 1, 1998 (Incorporated by reference to Exhibit 10.13 to the 2003 RGA 10-K) 17 Second Amendment, effective as of May 28, 2003 to the RGA Flexible Stock Plan, as amended and restated July Page 9 of 24 1, 1998 (Incorporated by reference to Exhibit 10.14 to the 2003 RGA 10-K) 18 Third Amendment, effective as of May 26, 2004 to the RGA Flexible Stock Plan, as amended and restated July 1, 1998 (Incorporated by reference to Exhibit 10.1 to RGA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004) 19 Restricted Stock Award to A. Greig Woodring dated January 28, 1998 (Incorporated by reference to Exhibit 10.27 to RGA's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998) 20 Form of RGA Flexible Stock Plan Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to RGA's Current Report on Form 8-K dated September 10, 2004 (the "RGA 8-K")) 21 Form of RGA Flexible Stock Plan Performance Contingent Restricted Stock Agreement (Incorporated by reference to Exhibit 10.2 to the RGA 8-K) Page 10 of 24 After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. February 11, 2005 METLIFE, INC. By: /s/ Anthony J. Williamson ------------------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Anthony J. Williamson ------------------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer GENAMERICA FINANCIAL, LLC By: Metropolitan Life Insurance Company, its Manager By: /s/ Anthony J. Williamson ------------------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Anthony J. Williamson ------------------------------------------ Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer EX-99.1 2 y05541exv99w1.txt DIRECTORS AND EXECUTIVE OFFICERS Page 11 of 24 EXHIBIT 1 DIRECTORS AND EXECUTIVE OFFICERS OF THE FILING PARTIES Set forth below is the name and present principal occupation or employment of each director and executive officer of MLINC and MetLife. MLINC is a holding company and MetLife is an insurance company. The principal business address of MLINC and MetLife is 200 Park Avenue, New York, NY 10166-0188. Unless otherwise noted, the business address for each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States. DIRECTORS
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Curtis H. Barnette Of Counsel, Skadden, Arps, Slate, Meagher & Flom LLP Skadden, Arps, Slate, Meagher & Flom LLP (law firm) 1440 New York Avenue, N.W. Washington, D.C. 20005-2111 Robert H. Benmosche Chairman of the Board and Chief Executive Officer, MLINC and MetLife Burton A. Dole, Jr. Retired Partner and Chief Executive Officer, Medsouth Therapies, LLC (rehabilitative health care) Cheryl W. Grise President, Utility Group for Northeast Utilities P.O. Box 270 (public utility holding company) Hartford, Connecticut 06141-0270 James R. Houghton Chairman and Chief Executive Officer, Corning Incorporated Corning Incorporated (telecommunications technology) One Riverfront Plaza MP HQ E2-6 Corning, New York 14831 Harry P. Kamen Retired Chairman of the Board and Chief Executive Officer, MetLife Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher & Flom LLP Meagher & Flom LLP Four Times Square, 44th Floor (law firm) New York, New York 10036 John M. Keane Retired General, Vice Chief of Staff and Chief Operating Officer, U.S. Army
Page 12 of 24
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- James M. Kilts Chairman and Chief Executive Officer, The Gillette Company Gillette Company Prudential Tower Building - 48th Floor Boston, Massachusetts 02199 Charles M. Leighton Executive Director, U.S. Sailing P.O. Box 1260 15 Maritime Drive Portsmouth, Rhode Island 02871 Sylvia M. Matthews Chief Operating Officer and Executive Director of The Bill and Melinda Gates the Bill and Melinda Gates Foundation Foundation 1551 Eastlake Avenue East Seattle, Washington 98102 Hugh B. Price Senior Advisor to DLA Piper Rudnick Gray DLA Piper Rudnick Gray Cary US LLP Cary US LLP 1251 Avenue of the Americas (law firm) New York, New York 10020-1104 Kenton J. Sicchitano Retired Global Managing Partner, PricewaterhouseCoopers LLP (assurance, tax and advisory services) William G. Steere, Jr. Retired Chairman of the Board and Chief Executive Pfizer Inc. Officer, Pfizer, Inc. 235 East 42nd Street, 22nd Floor (pharmaceutical company) New York, New York 10017
Page 13 of 24 EXECUTIVE OFFICERS (WHO ARE NOT DIRECTORS)
Name Principal Occupation or Employment - ----- ---------------------------------- C. Robert Henrikson President and Chief Operating Officer, MLINC and MetLife Leland J. Launer, Jr. Executive Vice President and Chief Investment Officer, MLINC and MetLife; Chairman of the Board, RGA James L. Lipscomb Executive Vice President and General Counsel, MLINC and MetLife Catherine A. Rein Senior Executive Vice President and Chief Administrative Officer, MLINC and MetLife William J. Toppeta President, International, MLINC and MetLife Lisa M. Weber President, Individual Business, MLINC and MetLife William J. Wheeler Executive Vice President and Chief Financial Officer
GenAm Financial is a holding company. The principal business address of GenAm Financial is One MetLife Plaza, 27-01 Queens Plaza North, Long Island City, New York 11101. GenAm Financial is a limited liability company with MetLife serving as its Manager. The directors and executive officers of MetLife are listed above. Page 14 of 24 Set forth below is the name and present principal occupation or employment of each director and executive officer of GenAm Life. GenAm Life is an insurance company. The principal business address of GenAm Life is 13045 Tesson Ferry Road, St. Louis, Missouri 63128. Unless otherwise noted, the business address for each of the directors and executive officers is c/o MetLife, Inc. Each person listed below is a citizen of the United States.
Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Michael K. Farrell Senior Vice President, MLINC and MetLife; 10 Park Avenue Director, GenAm Life Morristown, New Jersey 07962 James L. Lipscomb Executive Vice President and General Counsel, MLINC and MetLife; Director, GenAm Life Eileen C. McDonnell Senior Vice President, MLINC and MetLife; 1 Financial Center Director, GenAm Life Boston, Massachusetts 02111 Hugh C. McHaffie Senior Vice President, MLINC and MetLife; 501 Boylston Street Director, GenAm Life Boston, Massachusetts 02116 Catherine A. Rein Senior Executive Vice President and Chief Administrative Officer, MLINC and MetLife; Director, GenAm Life Stanley J. Talbi Senior Vice President, MLINC and MetLife; Director, GenAm Life Lisa M. Weber President, Individual Business, MLINC and MetLife; Chairman of the Board, President, Chief Executive Officer and Director, GenAm Life; Director, RGA William J. Wheeler Executive Vice President and Chief Financial Officer, MLINC and MetLife; Director, GenAm Life Anthony J. Williamson Senior Vice President and Treasurer, MLINC, MetLife and GenAm Life; Director, GenAm Life A. Greig Woodring President and Chief Executive Officer, Director, 1370 Timberlake Manor Parkway RGA; Executive Vice President, GenAm Life Chesterfield, Missouri 63017
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Name And Business Address Principal Occupation or Employment - ------------------------- ---------------------------------- Joseph J. Prochaska, Jr. Senior Vice President and Chief Accounting Officer, MLINC, MetLife and GenAm Life James P. Bossert Vice President, MLINC and MetLife; Chief 10 Park Avenue Financial Officer, MetLife Investors; Vice Morristown, New Jersey 07962 President and Chief Financial Officer, GenAm Life
EX-99.9 3 y05541exv99w9.txt AGREEMENT REQUIRED FOR JOINT FILING SCHEDULE 13D CUSIP No. 759351109 Page 16 of 24 Exhibit 9 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(l)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the Statement on Amendment No. 11 to Schedule 13D, to which this exhibit is attached, is filed on his or her behalf. Dated: February 11, 2005 METLIFE, INC. By: /s/ Anthony J. Williamson ------------------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Anthony J. Williamson ------------------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer GENAMERICA FINANCIAL, LLC By: Metropolitan Life Insurance Company, its Manager By: /s/ Anthony J. Williamson ------------------------------------------- Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Anthony J. Williamson ------------------------------------------ Name: Anthony J. Williamson Title: Senior Vice-President and Treasurer EX-99.13 4 y05541exv99w13.txt AGREEMENT AND PLAN OF COMPLETE LIQUIDATION Page 17 of 24 Exhibit 13 AGREEMENT AND PLAN OF COMPLETE LIQUIDATION This Agreement and Plan of Complete Liquidation, dated as of December 14, 2004, between General American Life Insurance Company, a Missouri life insurance company (hereinafter referred to as "GALIC"), and Equity Intermediary Company, a Missouri corporation (hereinafter referred to as "EIC"). W I T N E S S E T H: WHEREAS, the Board of Directors of EIC has authorized the dissolution and complete liquidation of EIC in order to reduce administrative expenses; WHEREAS, GALIC, the owner of 100 percent of the capital stock of EIC issued, outstanding stock and entitled to vote on the matters that are the subject of this Agreement and Plan of Complete Liquidation (consisting of 100 shares of Common Stock, having a par value of $1.00 per share,) is agreeable to the dissolution and complete liquidation of EIC; and WHEREAS, the fair market value of the assets of EIC exceeds the liabilities of EIC on the date hereof and is expected to exceed such liabilities on the date of any distribution. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: 1. Subject to compliance with any applicable regulatory requirements, GALIC hereby consents to the dissolution and complete liquidation of EIC in accordance with the provisions of Section 351.464 of the General Business and Corporation Law of the State of Missouri. 2. GALIC shall surrender to EIC for cancellation and retirement certificates representing all the issued and outstanding stock of EIC currently held by GALIC. 3. EIC, in full and complete liquidation, shall transfer to GALIC as liquidating distributions on or prior to December 31, 2004, those assets listed in Schedule A hereto, which assets constitute all or substantially all of the assets of EIC. 4. Upon the transfer to GALIC of the assets listed in Schedule A, GALIC shall be deemed to have assumed, without any further action on its part, and shall thereafter be liable for, all the liabilities and obligations of EIC (including, but not limited to, tax liabilities). Page 18 of 24 5. EIC shall execute, acknowledge and file a Certificate of Dissolution for EIC with the Secretary of State of the State of Missouri in compliance with Section 351.468 of the General Business and Corporation Law of the State of Missouri. 6. GALIC and EIC shall execute and deliver any documents or certificates, and take such further actions, as may be required or appropriate to effectuate the dissolution and complete liquidation of EIC and to carry out the intent and purposes of this Agreement and Plan. This Agreement and Plan constitutes the complete understanding of the parties and may not be amended except by a written amendment jointly executed. IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Complete Liquidation at New York, New York, as of the date first above written. GENERAL AMERICAN LIFE INSURANCE COMPANY By: /s/ Anthony J. Williamson -------------------------------------- Name: Anthony J. Williamson Title: Senior Vice President and Treasurer EQUITY INTERMEDIARY COMPANY By: /s/ Anthony J. Williamson -------------------------------------- Name: Anthony J. Williamson Title: Vice President and Treasurer 2 EX-99.14 5 y05541exv99w14.txt AGREEMENT AND PLAN OF MERGER Page 19 of 24 Exhibit 14 =============================================================================== AGREEMENT AND PLAN OF MERGER by and between GENAMERICA FINANCIAL, LLC, and GENAMERICA FINANCIAL CORPORATION Dated as of December 22, 2004 =============================================================================== Page 20 of 24 Table of Contents
Page ARTICLE 1 Merger SECTION 1.1. Merger..............................................................1 SECTION 1.2. Effective Time of the Merger........................................1 SECTION 1.3. Further Assurances..................................................1 ARTICLE 2 Name; Limited Liability Company Agreement; Manager of the Surviving Entity SECTION 2.1. Name of Surviving Entity............................................2 SECTION 2.2. Limited Liability Company Agreement.................................2 SECTION 2.3. Manager of LLC......................................................2 ARTICLE 3 Cancellation of Stock SECTION 3.1. Cancellation of Stock...............................................2 ARTICLE 4 Tax Matters SECTION 4.1. Tax Matters.........................................................2 ARTICLE 5 Conditions SECTION 5.1. Conditions..........................................................2 ARTICLE 6 General SECTION 6.1. Termination and Abandonment.........................................3 SECTION 6.2. Amendment...........................................................3 SECTION 6.3. Headings............................................................3 SECTION 6.4. Counterparts........................................................3 SECTION 6.5. Governing Law.......................................................3
i Page 21 of 24 This Agreement and Plan of Merger (this "Agreement"), dated as of December 22, 2004, is by and between GenAmerica Financial, LLC, a Delaware limited liability company (the "LLC"), and GenAmerica Financial Corporation, a Missouri corporation ("GenAmerica"), W I T N E S S E T H: WHEREAS, GenAmerica has authorized capital stock consisting of 25,000 shares of common stock, no par value, and 5,000 shares of preferred stock, no par value, of which 1,000 shares of common stock are issued and outstanding; WHEREAS, the LLC and GenAmerica desire that GenAmerica merge with and into the LLC and that the LLC continue as the surviving entity of such merger, upon the terms and subject to the conditions herein set forth and in accordance with the laws of the State of Missouri and the State of Delaware; and WHEREAS, the sole Member of the LLC and the Board of Directors of GenAmerica have determined that the Merger described herein is advisable and fair and in the best interests the parties' respective equity holders; NOW, THEREFORE, in consideration of the promises and contributions described herein, and intending to be legally bound hereby, the parties hereby agree as follows: ARTICLE 1 Merger SECTION 1.1. Merger. Subject to the terms and conditions of this Agreement, GenAmerica shall be merged (the "Merger") with and into the LLC in accordance with the General Business Corporations Law of the State of Missouri (the "MO GBCL") and the Delaware Limited Liability Act (the "DE LLCA"), the separate existence of GenAmerica shall cease and the LLC shall be the surviving entity (the "Surviving Entity") and continue its existence under the laws of the State of Delaware. The Surviving Entity shall succeed, insofar as permitted by law, to all the rights, assets, liabilities and obligations of the LLC. SECTION 1.2. Effective Time of the Merger. The Merger shall become effective at such date and time (the "Effective Time of the Merger") as is the later of the date and time at which an appropriate certificate of merger is filed by the Secretary of State of the State of Missouri in the office of the Secretary of State in accordance with the MO GBCL and the date and time at which an appropriate certificate of merger is filed with the Secretary of State of the State of Delaware in accordance with the DE LLCA, or at such later time as GenAmerica and LLC may agree upon and as may be set forth in the respective certificates of merger. SECTION 1.3. Further Assurances. From time to time, as and when required by the LLC or by its successors or assigns, there shall be executed and delivered on behalf of GenAmerica such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or confirm, of record or otherwise, in the Surviving Entity the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority Page 22 of 24 of GenAmerica, and otherwise to carry out the purpose of this Agreement, and the officers and directors of the Surviving Entity are fully authorized in the name and on behalf of GenAmerica or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments. ARTICLE 2 Name; Limited Liability Company Agreement; Manager of the Surviving Entity SECTION 2.1. Name of Surviving Entity. The name of the Surviving Entity shall be "GenAmerica Financial, LLC." SECTION 2.2. Limited Liability Company Agreement. The Limited Liability Company Agreement of the LLC (the "LLC Agreement") in effect immediately prior to the Effective Time of the Merger shall be the LLC Agreement of the Surviving Entity after the Effective Time of the Merger and the LLC Agreement shall continue in full force and effect until amended and changed thereafter as prescribed by the provisions of the DE LLCA. SECTION 2.3. Manager of LLC. The Manager (as defined in the LLC Agreement) of the LLC at the Effective Time of the Merger shall continue to be the Manager of the Surviving Entity after the Effective Time of the Merger until resignation or removal in accordance with the terms of the LLC Agreement. ARTICLE 3 Cancellation of Stock SECTION 3.1. Cancellation of Stock. At the Effective Time of the Merger, each share of common stock of GenAmerica issued and outstanding immediately prior to the Effective Time of the Merger shall be cancelled without any consideration being issued or paid therefor. The interest of the Member of the LLC shall not be changed or transferred in any manner as a result of the Merger. ARTICLE 4 Tax Matters SECTION 4.1. Tax Matters. The Merger is intended to qualify as a liquidation within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the "Code"). This Agreement is intended to constitute a "Plan of Liquidation" within the meaning of the regulations promulgated under Section 332 of the Code. No party shall take any action which is inconsistent with such intent. ARTICLE 5 Conditions SECTION 5.1. Conditions. Consummation of the Merger is subject to the satisfaction at or prior to the Effective Time of the Merger of the following conditions: 2 Page 23 of 24 (a) this Agreement and the Merger shall have been adopted and approved by the Board of Directors of GenAmerica in accordance with the laws of the State of Missouri and the Certificate of Incorporation of GenAmerica; (b) this Agreement and the Merger shall have been adopted and approved by the Metropolitan Life Insurance Company as the holder of all the outstanding shares of common stock of GenAmerica prior to the Effective Time of the Merger; and (c) this Agreement and the Merger shall have been adopted and approved by the Metropolitan Life Insurance Company as the sole Member of the LLC in accordance with the laws of the State of Delaware and the LLC Agreement. ARTICLE 6 General SECTION 6.1. Termination and Abandonment. At any time prior to the consummation of the Merger, this Agreement may be terminated and the Merger abandoned by the Board of Directors of GenAmerica or the sole Member of the LLC. SECTION 6.2. Amendment. This Agreement may be amended at any time prior to the Effective Time of the Merger with the mutual consent of the Board of Directors of GenAmerica and the Member of the LLC; provided, however, that this Agreement may not be amended after it has been adopted by the sole shareholder of GenAmerica in any manner not permitted under applicable law. SECTION 6.3. Headings. The headings set forth herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. SECTION 6.4. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one and the same instrument. SECTION 6.5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except to the extent the laws of the State of Missouri shall apply to the Merger. 3 Page 24 of 24 In witness whereof, each of the parties hereto has caused this Agreement to be executed on its behalf and attested by its officers hereunto duly authorized, all as of the day and year first above written. GenAmerica Financial, LLC By: Metropolitan Life Insurance Company, its Manager By: /s/ Anthony J. Williamson ----------------------------------- Name: Anthony J. Williamson Title: Senior Vice President Attest: /s/ James D. Gaughan - -------------------------- Name: James D. Gaughan Title: Assistant Secretary GenAmerica Financial Corporation By: /s/ Anthony J. Williamson ----------------------------------- Name: Anthony J. Williamson Title: Senior Vice President Attest: /s/ James D. Gaughan - -------------------------- Name: James D. Gaughan Title: Secretary Acknowledged & Agreed to, Metropolitan Life Insurance Company By: /s/ Anthony J. Williamson ----------------------------------- Name: Anthony J. Williamson Title: Senior Vice President Attest: /s/ James D. Gaughan - -------------------------- Name: James D. Gaughan Title: Assistant Secretary 4 -----END PRIVACY-ENHANCED MESSAGE-----