-----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, Pa7+2/xj/B/qu239EcxfwPrmEpuVGfvRiZUsk0/WXGFxItkPu64ZIXtBzl8Ac4Yc hnvg7FmlgWjc3Q4IXX+hAA== 0000728618-01-500048.txt : 20010410 0000728618-01-500048.hdr.sgml : 20010410 ACCESSION NUMBER: 0000728618-01-500048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010403 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: SEC FILE NUMBER: 005-45137 FILM NUMBER: 1593042 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: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13D/A 1 rga13da.txt REINSURANCE GROUP OF AMERICA INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Reinsurance Group of America, Incorporated ________________________________________________________ (Name of Issuer) Common Stock, Par Value $.01 Per Share ________________________________________________________ (Title of Class of Securities) 759351109 ________________________________________________________ (CUSIP Number) Dorothy L. Murray Metropolitan Life Insurance Company 4100 Boy Scout Blvd. Tampa, FL 33607 (813) 801-2063 ________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 7, 2000 ________________________________________________________ (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 that 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 [ ]. 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). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MetLife, Inc. 13-4075851 _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ 4 SOURCE OF FUNDS OO (See Item 3) _______________________________________________________________________________ 5 CHECK BOX 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 BENEFICIALLY None* OWNED BY __________________________________________________________ EACH 8 SHARED VOTING POWER REPORTING PERSON 28,915,939* WITH __________________________________________________________ 9 SOLE DISPOSITIVE POWER None* __________________________________________________________ 10 SHARED DISPOSITIVE POWER 28,915,939* _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,915,939* _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.6%* _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON HC _______________________________________________________________________________ * See Items 3 and 5 below. Unless otherwise indicated, all information relating to beneficial ownership of the Shares by the Reporting Persons is as of April 3, 2001. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Metropolitan Life Insurance Company 13-5581829 _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ 4 SOURCE OF FUNDS WC, OO _______________________________________________________________________________ 5 CHECK BOX 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 BENEFICIALLY None* OWNED BY __________________________________________________________ EACH 8 SHARED VOTING POWER REPORTING PERSON 28,915,939* WITH __________________________________________________________ 9 SOLE DISPOSITIVE POWER None* __________________________________________________________ 10 SHARED DISPOSITIVE POWER 28,915,939* _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,915,939* _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 58.6%* _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON IC _______________________________________________________________________________ * See Items 3 and 5 below. Unless otherwise indicated, all information relating to beneficial ownership of the Shares by the Reporting Persons is as of April 3, 2001. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GenAmerica Financial Corporation 43-1779470 _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ 4 SOURCE OF FUNDS Not Applicable _______________________________________________________________________________ 5 CHECK BOX 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 BENEFICIALLY None* OWNED BY __________________________________________________________ EACH 8 SHARED VOTING POWER REPORTING PERSON 24,131,250* WITH __________________________________________________________ 9 SOLE DISPOSITIVE POWER None* __________________________________________________________ 10 SHARED DISPOSITIVE POWER 24,131,250* _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,131,250* _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.9%* _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON HC, CO _______________________________________________________________________________ * See Items 3 and 5 below. Unless otherwise indicated, all information relating to beneficial ownership of the Shares by the Reporting Persons is as of April 3, 2001. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General American Life Insurance Company 43-0285930 _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ 4 SOURCE OF FUNDS Not Applicable _______________________________________________________________________________ 5 CHECK BOX 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 BENEFICIALLY None* OWNED BY __________________________________________________________ EACH 8 SHARED VOTING POWER REPORTING PERSON 24,131,250* WITH __________________________________________________________ 9 SOLE DISPOSITIVE POWER None* __________________________________________________________ 10 SHARED DISPOSITIVE POWER 24,131,250* _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,131,250* _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.9%* _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON IC _______________________________________________________________________________ * See Items 3 and 5 below. Unless otherwise indicated, all information relating to beneficial ownership of the Shares by the Reporting Persons is as of April 3, 2001. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Equity Intermediary Company 43-1727895 _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ 4 SOURCE OF FUNDS Not Applicable _______________________________________________________________________________ 5 CHECK BOX 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 BENEFICIALLY None* OWNED BY __________________________________________________________ EACH 8 SHARED VOTING POWER REPORTING PERSON 24,131,250* WITH __________________________________________________________ 9 SOLE DISPOSITIVE POWER None* __________________________________________________________ 10 SHARED DISPOSITIVE POWER 24,131,250* _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,131,250* _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.9%* _______________________________________________________________________________ 14 TYPE OF REPORTING PERSON HC, CO _______________________________________________________________________________ * See Items 3 and 5 below. Unless otherwise indicated, all information relating to beneficial ownership of the Shares by the Reporting Persons is as of April 3, 2001. This Statement relates to the common stock, par value of $.01 per share (the "Shares"), of Reinsurance Group of America, Incorporated, a Missouri corporation ("RGA"). This Statement amends the Schedule 13D/A Statement of Metropolitan Life Insurance Company in respect of RGA dated January 6, 2000 by amending and restating Items 2, 3, 5 and 7 in their entirety, as follows: Item 2. Identity and Background. (a) through (c) and (f). This Statement is filed on behalf of (i) MetLife, Inc. ("MLINC"), (ii) Metropolitan Life Insurance Company ("MetLife"), a wholly owned subsidiary of MLINC, (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") (MLINC, MetLife, GenAmerica, GenAm Life and EIM are referred to herein collectively as the "Filing Parties"). MLINC, a Delaware corporation with its principal office and business at One Madison Avenue, New York, NY, 10010-3690, is not controlled by any person or persons and is a holding company which owns all of the issued and outstanding shares of common stock of MetLife. MetLife, a New York life insurance company, has its principal office and business at One Madison Avenue, New York, New York 10010-3690. GenAmerica and EIM are holding companies and GenAm Life is an insurance company. GenAmerica, GenAm Life and EIM are each Missouri corporations with the address of their principal offices and businesses at 700 Market Street, St. Louis, Missouri 63101. Set forth on Exhibit A 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. On April 7, 2000, MetLife converted from a mutual life insurance company to a stock life insurance company and became a wholly-owned subsidiary of MLINC, a Delaware corporation. MLINC acquired indirect ownership of the Shares by virtue of its ownership of its wholly-owned subsidiary MetLife. Item 5. Interest in Securities of the Issuer. (a) and (b). As of April 3, 2001, MLINC and MetLife beneficially owned 28,915,939 Shares, or approximately 58.6 percent of the outstanding Shares. Of such Shares, MLINC and MetLife share voting and dispositive power with each other with respect to 4,784,689 Shares and shares voting and dispositive power with GenAmerica, GenAm Life and EIM with respect to 24,131,250 Shares. As of April 3, 2001, GenAmerica, GenAm Life and EIM beneficially owned 24,131,250 Shares, or approximately 48.9 percent of the outstanding Shares. With respect to such Shares, GenAmerica, GenAm Life and EIM share voting and dispositive power with MLINC, MetLife and each other. See also Item 2 above. All information in this paragraph relating to the number of the Shares beneficially owned by the Reporting Persons has not changed since the date of the event which requires filing of this Statement. The following information in this paragraph is to the best knowledge of the Filing Parties. As of April 3, 2001, Helene L. Kaplan, a director of MLINC and MetLife, beneficially owned 1,800 Shares and had sole voting and dispositive power with respect to such Shares. As of April 3, 2001, Judy E. Weiss, President of MetLife Bank, beneficially owned 1,000 Shares which were jointly owned with Steven Weiss, her spouse, and shared voting and dispositive power with respect to such Shares with him. As of April 3, 2001, August A. Busch III, a director of GenAmerica and GenAm Life, beneficially owned 2,550 Shares and had sole voting and dispositive power with respect to such Shares. As of April 3, 2001, William E. Cornelius, a director of GenAmerica and GenAm Life, beneficially owned 1,113 Shares and had sole voting and dispositive power with respect to such Shares. As of April 3, 2001, William L. Hutton, a director of EIM and Counsel of GenAm Life, beneficially owned 505 Shares and had sole voting and dispositive power with respect to such Shares. As of April 3, 2001, Matthew P. McCauley, a director of EIM and Vice-President, General Counsel and Secretary of GenAmerica and GenAm Life, beneficially owned 1,000 Shares which were jointly owned with Brigid K. McCauley, and shared voting and dispositive power with respect to such Shares with her. As of April 3, 2001, Craig D. Schnuck, a director of GenAmerica and GenAm Life, beneficially owned 2,000 Shares and had sole voting and dispositive power with respect to such Shares. As of April 3, 2001, William P. Stiritz, a director of GenAmerica, GenAm Life and RGA, may be deemed to have been the beneficial owner of 74,358 Shares, of which (i) 52,683 Shares were owned directly by Mr. Stiritz, (ii) 17,500 Shares were owned by Susan Stiritz, Mr. Stiritz's spouse and (iii) 4,175 Shares were owned by Nicholas P. Stiritz, Mr. Stiritz's child; Mr. Stiritz disclaimed beneficial ownership of all the aforementioned Shares other than the 52,683 Shares owned by him directly. As of April 3, 2001, Andrew C. Taylor, a director of GenAmerica and GenAm Life, beneficially owned 2,250 Shares and shared voting and dispositive power with respect to such Shares with Barbara B. Taylor. As of April 3, 2001, Robert L. Virgil, a director of GenAmerica and GenAm Life, beneficially owned 225 Shares which were owned by Geraldine J. Virgil, his spouse, and shared voting and dispositive power with respect to such Shares with her. As of April 3, 2001, Virginia W. Weldon, a director of GenAmerica and GenAm Life, beneficially owned 450 Shares as trustee of a trust, and had sole voting and dispositive power with respect to such Shares. As of April 3, 2001, Bernard H. Wolzenski, Executive Vice-President - Product and Corporate Strategies, of GenAmerica and GenAm Life, may be deemed to be the beneficial owner of 2,725 Shares held by Jeanne A. Wolzenski as trustee of a trust. Mr. Wolzenski did not have voting or dispositive power with respect to such Shares. As of April 3, 2001, A. Greig Woodring, Executive Vice-President - Reinsurance of GenAmerica and GenAm Life and President and Chief Executive Officer of RGA, may be deemed to have been the beneficial owner of 256,780 Shares and had sole voting and dispositive power with respect to such Shares except for 15,000 restricted Shares for which Mr. Woodring had sole voting power but no dispositive power until vested. As of April 3, 2001, Richard A. Liddy, Chairman of GenAmerica, GenAm Life, and RGA may be deemed to have been the beneficial owner of 102,581 Shares, (i) 76,498 Shares which were owned directly by Mr. Liddy, and (ii) 26,083 Shares which were owned by Joanne S. Liddy, his spouse. Mr. Liddy had sole voting and dispositive power with respect to the shares owned directly by him, and shared voting and dispositive power with respect to such Shares owned by his spouse. Mr. Liddy disclaimed beneficial ownership of the aforementioned Shares owned by his spouse. Some of the Shares described in this paragraph may be in the form of stock options exercisable within 60 days or restricted stock. None of the Share ownership described in this paragraph represents beneficial ownership by any individual 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 March 1, 2001, as described in RGA's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2000. (c) In the 60 days prior to the date of filing of this Statement, none of the Filing Parties nor, to the best knowledge of the Filing Parties, any of their respective directors and executive officers has effected any transactions in the Shares, except as disclosed in this Statement, and except the following. On February 12, 2001, Richard A. Liddy, Chairman, Retired President and Chief Executive Officer, GenAmerica and GenAm Life, exercised an option to purchase 45,002 Shares from RGA at the price of $11.55 per share, and sold such shares in open market transactions. 5,100 of such shares were sold on February 12, 2001 at a price of $37.03 per share, and 39,902 shares were sold on February 13, 2001 at a price of $37.00 per share. In addition, Helene L. Kaplan, a director of MLINC and MetLife, acquired 1050 Shares through open market transactions effected without her knowledge through a blind trust agreement. 350 of such shares were purchased on January 30, 2001 at a price of $32.79 per share, and 700 of such shares were purchased on March 15, 2001 at a price of $39.02 per share. (d) No other person is known by the Filing Parties to have the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the Direct Shares or the Indirect Shares. (e) Not applicable. Item 7. Materials to be Filed as Exhibits. Exhibit A -- Information relating to the Executive Officers and Directors of the Filing Parties Exhibit B -- Agreement Required for Joint Filing under Rule 13d-1 (k) (1) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 3, 2001 METLIFE, INC. By: /S/ Gwenn L. Carr Title: Vice-President and Secretary METROPOLITAN LIFE INSURANCE COMPANY By: /S/ Dorothy L. Murray Title: Assistant Vice-President GENAMERICA FINANCIAL CORPORATION By: /S/ Matthew P. McCauley Title: Vice-President, General Counsel and Secretary GENERAL AMERICAN LIFE INSURANCE COMPANY By: /S/ Matthew P. McCauley Title: Vice-President, General Counsel and Secretary EQUITY INTERMEDIARY COMPANY By: /S/ Matthew P. McCauley Title: Director, Vice-President, General Counsel and Secretary EXHIBIT A 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. Except as set forth below, each present principal business address of MLINC and MetLife is One Madison Avenue, New York, NY 10010-3690. Each person listed below is a citizen of the United States, except for Mr. Tweedie who is a citizen of the United States and Canada. DIRECTORS Name And Business Address Principal Occupation or Employment _______________________________ ____________________________________________ Curtis H. Barnette Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher & Flom, LLP (law firm) Meagher & Flom, LLP 1440 New York Avenue, N.W. Washington, DC 20005-2111 Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Gerald Clark Vice-Chairman of the Board and Chief Investment Officer Joan Ganz Cooney Chairman, Executive Committee Children's Television Workshop Children's Television Workshop One Lincoln Plaza (broadcasting) New York, New York 10023 John C. Danforth Attorney and Minister Bryan Cave LLP 211 N. Broadway, Suite 3600 St. Louis, MO 63102-2750 Burton A. Dole, Jr. Retired Chairman, President and P. O. Box 208 Chief Executive Officer, Puritan Pauma Valley, Bennett (medical device California 92061 manufacturing) James R. Houghton Chairman of the Board Emeritus, Corning Incorporated Corning Incorporated 80 East Market Street 2nd Floor, Corning, New York, New York 14830 Harry P. Kamen Retired Chairman of the Board and Metropolitan Life Insurance Co Chief Executive Officer 200 Park Avenue, Suite 5700 New York, New York 10166 Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher and Flom, LLP (law firm) Meagher & Flom, LLP 919 Third Avenue New York, New York 10022 Charles M. Leighton Retired Chairman and Chief Executive P. O. Box 247 Officer,CML Group, Inc. (exercise Bolton, MA 01740 and leisure products) Allen E. Murray Retired Chairman of the Board and Mobil Corporation Chief Executive Officer, Mobil 375 Park Avenue, Suite 2901 Corporation (petroleum refining) New York, New York 10152 Stewart G. Nagler Vice-Chairman of the Board and Chief Financial Officer John J. Phelan, Jr. Retired Chairman and Chief Executive P. O. Box 312 Officer, New York Stock Exchange,Inc. Mill Neck, New York 11765 Hugh B. Price President and Chief Executive National Urban League, Inc. Officer, National Urban League, Inc. 500 East 62nd Street New York, New York 10005 Ruth J. Simmons, Ph.D. President, Smith College Smith College College Hall 20 Northampton, MA 01063 William G. Steere, Jr. Chairman of the Board and Chief Pfizer Inc. Executive Officer, Pfizer Inc. 235 East 42nd Street New York, New York 10017 Executive Officers (Who are not Directors) Name Principal Occupation or Employment _______________________________ ____________________________________________ Gary A. Beller Senior Executive Vice-President and General Counsel James M. Benson President, Individual Business; Chairman, Chief Executive Officer And President, New England Life Insurance Company C. Robert Henrikson President, Institutional Business Catherine A. Rein Senior Executive Vice-President; President and Chief Executive Officer, Metropolitan Property and Casualty Insurance Company William J. Toppeta President, Client Services; Chief Administrative Officer John H. Tweedie Senior Executive Vice-President Lisa M. Weber Executive Vice-President - Human Resources Judy E. Weiss President, MetLife Bank Set forth below is the name and present principal occupation or employment of each director and executive officer of GenAmerica and GenAm Life. GenAmerica is a holding company and GenAm Life is an insurance company. The principal business address of each of GenAmerica and GenAm Life is 700 Market Street, St. Louis, Missouri 63101. Each person listed below is a citizen of the United States. DIRECTORS Name And Business Address Principal Occupation or Employment _______________________________ ____________________________________________ James M. Benson President, Individual Business; Metropolitan Life Insurance Co. Chairman, Chief Executive Officer One Madison Avenue And President, New England Life New York, New York 10010-3690 Insurance Company August A. Busch III Chairman and President, Anheuser-Busch Anheuser-Busch Companies, Inc. Companies, Inc. (brewing, aluminum beverage One Busch Place container manufacturing and operating St. Louis, Missouri 63118 theme parks) William E. Cornelius Retired Chairman and Chief Executive Officer, #2 Dunlora Lane Union Electric Company (now Ameren St. Louis, Missouri 63131 Corporation) (electric utility) John C. Danforth Partner, Bryan Cave LLP (law firm) Bryan Cave LLP One Metropolitan Square, Suite 3600 St. Louis, Missouri 63101 Kevin C. Eichner President and Chief Executive Officer, GenAmerica and GenAm Life Richard A. Liddy Chairman, Retired President and Chief Executive Officer, GenAmerica and GenAm Life Willam E. Maritz Chairman, Maritz Inc. (travel and Maritz Inc. communication services and motivation, 1375 N. Highway Drive training, and marketing research) St. Louis, Missouri 63099 Stewart G. Nagler Vice-Chairman of the Board and Chief Metropolitan Life Insurance Co. Financial Officer One Madison Avenue New York, New York 10010-3690 Craig D. Schnuck Chairman and Chief Executive Officer, Schnuck Markets, Inc. Schnuck Markets, Inc. (retail grocery 11420 Lackland Road stores) St. Louis, Missouri 63146 William P. Stiritz Chairman, President and Chief Executive Agribrands International, Inc. Officer, Agribrands International, Inc. 9811 South Forty Drive (production and marketing of animal feed St. Louis, Missouri 63124 and nutritional products) Andrew C. Taylor Chief Executive Officer and President, Enterprise Rent-A-Car Company Enterprise Rent-A-Car Company (automobile 600 Corporate Park Drive leasing) St. Louis, Missouri 63105 Robert L. Virgil General Principal, Edward Jones & Co. Edward Jones & Co. (securities firm) 12555 Manchester Road St. Louis, Missouri 63131 Lisa M. Weber Executive Vice-President - Human Metropolitan Life Insurance Co. Resources One Madison Avenue New York, New York 10010-3690 Virginia V. Weldon Retired Senior Vice-President for Public 242 Carlyle Lake Drive Policy, Monsanto Company (life sciences) St. Louis, Missouri 63141 Executive Officers of GenAmerica and/or GenAm Life (Who Are Not Directors) Name Principal Occupation or Employment _______________________________ ____________________________________________ Leland J. Launer Treasurer Matthew P. McCauley Vice-President, General Counsel and Secretary Daniel J. McDonald Senior Vice-President (GenAm Life Only) Bernard H Wolzenski Executive Vice-President - Product & Corporate Strategies A. Greig Woodring Executive Vice-President - Reinsurance; President and Chief Executive Officer, Reinsurance Group of America, Incorporated. Set forth below is the name and present principal occupation or employment of each director and executive officer of EIM. EIM is a holding company. The principal business address of each of EIM and GenAm Life is 700 Market Street, St. Louis, Missouri 63101. Each person listed below is a citizen of the United States. DIRECTORS Name And Business Address Principal Occupation or Employment _______________________________ ____________________________________________ Barry C. Cooper Vice-President and Controller of GenAm Life William L. Hutton Counsel of GenAm Life Matthew P. McCauley Vice-President, General Counsel, and Secretary of GenAm Life Exhibit B Joint Filing Agreement In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Reinsurance Group of America, Incorporated, and agree that such statement is, and any amendments thereto filed by any of them will be, filed on behalf of each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned hereby execute this Agreement this 28th day of February, 2001. METLIFE, INC. By: /S/ Gwenn L. Carr Title: Vice-President and Secretary METROPOLITAN LIFE INSURANCE COMPANY By: /S/ Dorothy L. Murray Title: Assistant Vice-President GENAMERICA FINANCIAL CORPORATION By: /S/ Matthew P. McCauley Title: Vice-President, General Counsel and Secretary GENERAL AMERICAN LIFE INSURANCE COMPANY By: /S/ Matthew P. McCauley Title: Vice-President, General Counsel and Secretary EQUITY INTERMEDIARY COMPANY By: /S/ Matthew P. McCauley Title: Director, Vice-President, General Counsel and Secretary SCHEDULE 13D/A CUSIP No. 759351109 -----END PRIVACY-ENHANCED MESSAGE-----