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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/14/08 Reinsurance Group of America Inc POS EX 8/14/08 1:68K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: POS EX Post-Effective Amendment to Add Exhibits HTML 59K
POS EX |
Missouri
|
6321 | 43-1627032 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
R. Randall Wang James R. Levey Bryan Cave LLP One Metropolitan Square 211 North Broadway, Suite 3600 St. Louis, Missouri 63102 (314) 259-2000 |
James L. Lipscomb Executive Vice President and General Counsel MetLife, Inc. 200 Park Avenue New York, New York 10166 (212) 578-2211 |
Adam O. Emmerich David K. Lam Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 |
Large accelerated
filer x
|
Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
ITEM 20. | Indemnification of Directors and Officers. |
II-1
ITEM 21. | Exhibits and Financial Statement Schedules |
ITEM 22. | Undertakings |
II-2
II-3
By: |
/s/ Jack
B. Lay
|
Title: |
Senior Executive Vice President and Chief Financial Officer |
Signature
|
Title
|
Date
|
||||
* A. Greig Woodring |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 14, 2008 | ||||
/s/ Jack
B. Lay Jack B. Lay |
Senior Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 14, 2008 | ||||
* William J. Bartlett |
Director | August 14, 2008 | ||||
* J. Cliff Eason |
Director | August 14, 2008 | ||||
* Stuart I. Greenbaum |
Director | August 14, 2008 | ||||
* Alan C. Henderson |
Director | August 14, 2008 | ||||
* Steven A. Kandarian |
Director | August 14, 2008 | ||||
* Georgette A. Piligian |
Director | August 14, 2008 | ||||
* Joseph A. Reali |
Director | August 14, 2008 | ||||
*By: |
/s/ William
L. Hutton as attorney-in-fact pursuant to authority granted by powers of attorney, copies of which have been previously filed |
Exhibit |
||||
Number
|
Description of Exhibit
|
|||
3 | .1 | Restated Articles of Incorporation of RGA, incorporated by reference to Exhibit 3.1 of RGA’s Current Report on Form 8-K filed June 30, 2004. | ||
3 | .2 | Bylaws of RGA, incorporated by reference to Exhibit 3.2 of RGA’s Quarterly Report on Form 10-Q filed August 6, 2004. | ||
3 | .3 | Form of Amended and Restated Articles of Incorporation of RGA proposed for approval by shareholders of RGA (incorporated by reference to Appendix B to the proxy statement/prospectus in Part I of RGA’s Registration Statement on Form S-4 (File No. 333-151390)). | ||
3 | .4 | Form of Amended and Restated Bylaws of RGA to become effective subject to and upon consummation of recapitalization, incorporated by reference to Exhibit 3.4 of RGA’s Current Report on Form 8-K filed June 5, 2008. | ||
4 | .1 | Specimen of the certificate representing RGA’s class A common stock, incorporated by reference to Exhibit 4 of RGA’s Registration Statement on Form 8-A filed July 17, 2008. | ||
4 | .2 | Specimen of the certificate representing RGA’s class B common stock, incorporated by reference to Exhibit 5 of RGA’s Registration Statement on Form 8-A filed July 17, 2008. | ||
4 | .3 | Section 382 Rights Agreement dated June 2, 2008 between RGA and Mellon Investor Services LLC, as Rights Agent, incorporated by reference to Exhibit 4.1 of RGA’s Registration Statement on Form 8-A filed June 2, 2008. | ||
4 | .4 | Form of Amended and Restated Section 382 Rights Agreement between RGA and Mellon Investor Services, LLC proposed for approval by shareholders of RGA (incorporated by reference to Exhibit C to the proxy statement/prospectus in part I of RGA’s Registration Statement on Form S-4 (File No. 333-151390)). | ||
5 | .1* | Opinion of William L. Hutton, Esq. as to the legality of the class A common stock and class B common stock. | ||
8 | .1* | Opinion of Wachtell, Lipton, Rosen & Katz regarding tax matters. | ||
10 | .1 | Recapitalization and Distribution Agreement, dated as of June 1, 2008, by and between MetLife, Inc. (“MetLife”) and RGA (included as Appendix A to the prospectus included in this Registration Statement). | ||
21 | .1 | List of Subsidiaries of RGA, incorporated by reference to Exhibit 21.1 of RGA’s Annual Report on Form 10-K for the year ended December 31, 2007. | ||
23 | .1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm for MetLife. | ||
23 | .2* | Consent of Deloitte & Touche LLP, independent registered public accounting firm for RGA. | ||
23 | .3* | Consent of William L. Hutton, Esq. (included in his opinion in Exhibit 5.1). | ||
23 | .4* | Consent of Wachtell, Lipton, Rosen & Katz (included in its opinion in Exhibit 8.1). | ||
24 | .1* | Powers of Attorney (included on signature page of the original filing of this Registration Statement). | ||
99 | .1 | Letter of Transmittal for the Exchange Offer (book entry), incorporated by reference to Exhibit (a)(1)(ii) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .2 | Letter of Transmittal for the Exchange Offer (certificates), incorporated by reference to Exhibit (a)(1)(iii) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .3 | Letter of Instructions for the Exchange Offer (MetLife Policyholder Trust), incorporated by reference to Exhibit (a)(1)(iv) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .4 | Participant Direction Form for the Exchange Offer (MetLife Employee Benefit Plans), incorporated by reference to Exhibit (a)(1)(v) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .5 | Instructions for Letter of Transmittal for the Exchange Offer (book entry and certificates), incorporated by reference to Exhibit (a)(1)(vi) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .6 | Instructions for Letter of Instructions for the Exchange Offer (MetLife Policyholder Trust), incorporated by reference to Exhibit (a)(1)(vii) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .7 | Instructional Letter to Participants in MetLife Employee Benefit Plans, incorporated by reference to Exhibit (a)(1)(viii) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .8 | Notice of Guaranteed Delivery, incorporated by reference to Exhibit (a)(1)(ix) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). |
Exhibit |
||||
Number
|
Description of Exhibit
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|||
99 | .9 | Notice of Withdrawal (book entry and certificates), incorporated by reference to Exhibit (a)(1)(x) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .10 | Notice of Withdrawal (MetLife Policyholder Trust), incorporated by reference to Exhibit (a)(1)(xi) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .11 | Notice of Withdrawal (MetLife Employee Benefit Plans), incorporated by reference to Exhibit (a)(1)(xii) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .12 | Letter to Brokers, incorporated by reference to Exhibit (a)(1)(xiii) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). | ||
99 | .13 | Letter from Brokers to Clients, incorporated by reference to Exhibit (a)(1)(xiv) to Schedule TO of MetLife filed on August 14, 2008 (File No. 001-15787). |
* | Previously filed. |
This ‘POS EX’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 8/14/08 | |||
7/17/08 | 8-A12B | |||
6/5/08 | 425, 8-K | |||
6/2/08 | 425, 8-A12B, 8-K, SC 13D/A | |||
6/1/08 | 8-K | |||
12/31/07 | 10-K, 5 | |||
8/6/04 | 10-Q | |||
6/30/04 | 10-Q, 8-K | |||
List all Filings |