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EXHIBIT 4.3
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement ("Amendment"), dated as of
April 22, 1998 is entered into between REINSURANCE GROUP OF AMERICA,
INCORPORATED, a Missouri corporation (the "Company") and CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., a New Jersey limited liability company (the "Rights Agent").
WITNESSETH
WHEREAS, The Company and Boatmen's Trust Company (as predecessor to the
Rights Agent), were parties to that certain Rights Agreement dated as of May 4,
1993, as amended by that certain amendment dated as of July 26, 1995 (the
"Rights Agreement"); and
WHEREAS, ChaseMellon Shareholder Services, L.L.C. has succeeded to the
interests of Boatmen's Trust Company as Rights Agent under the Rights Agreement;
and
WHEREAS, Section 27 of the Rights Agreement provides that the Company
may from time to time amend the Rights Agreement without the approval of any
holders of Right Certificates (as defined in the Rights Agreement) in order to
cure any ambiguity, to correct or supplement any provision contained therein
which may be defective or inconsistent with any other provisions therein, or to
make any other provisions or amendments thereto which the Company may deem
necessary or desirable; and
WHEREAS, In connection with the amendment of the Company's Restated
Articles of Incorporation to authorize a new class of Non-Voting Common Stock,
par value $0.01 per share (the "Non-Voting Common Stock"), the Company wishes to
amend the Rights Agreement to provide that the terms and provisions of the
Rights Agreement, shall extend to the holders of the Non-Voting Common Stock;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Section 1(g) of the Rights Agreement is revised to read in its
entirety as follows:
(g) "Common Stock" or "Common Shares" shall mean either or
both the Voting Common Stock or the Non-Voting Common Stock,
as the context in which such term is used may require, except
that "Common Stock" when used with reference to any Person
other than the Company shall mean the capital stock with the
greatest Voting Power of such Person or the equity securities
or other equity interest having power to control or direct the
management of such Person or, if such Person is a Subsidiary
(as hereinafter defined) of another Person, of the Person
which ultimately controls such first-mentioned Person and
which has issued and outstanding such capital stock, equity
securities or equity interests.
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2. Section 1 of the Rights Agreement is further revised to add
the following subsections at the end thereof:
(t) "Non-Voting Common Stock" shall mean the Non-Voting Common
Stock, par value $.01 per share, of the Company.
(u) "Voting Common Stock" shall mean the Common Stock, par
value $.01 per share, of the Company.
3. Section 11(b) of the Rights Agreement is revised to read in
its entirety as follows:
(b) In the event any Person shall become an Acquiring Person
("Section 11(b) Event"), then proper provision shall be made
so that each holder of a Right, subject to Section 7(e) and
Section 24 hereof and except as provided below, shall after
the later of the occurrence of such event and the effective
date of an appropriate registration statement pursuant to
Section 9 hereof, have a right to receive, upon exercise
thereof at the then current Purchase Price multiplied by the
then number of one one-hundred and fiftieths of a share of
Preferred Stock for which a Right is then exercisable in
accordance with the terms of this Agreement, in lieu of shares
of Preferred Stock, such number of shares of Voting Common
Stock of the Company as shall equal the result obtained by (y)
multiplying the then current Purchase Price by the then number
of one one-hundred and fiftieths of a share of Preferred Stock
for which a Right is then exercisable and dividing that
product by (z) 50% of the current market price per one share
of Voting Common Stock (determined pursuant to Section 11(f)
hereof on the date of the occurrence of the Section 11(b)
Event) (such number of shares being referred to as the "number
of Adjustment Shares").
4. Section 11(c) of the Rights Agreement is revised to read in
its entirety as follows:
(c) In the event that there shall not be sufficient Treasury
shares or authorized but unissued shares of Voting Common
Stock to permit the exercise in full of the Rights in
accordance with the foregoing Section 11(b), and the Rights
become so exercisable, notwithstanding any other provision of
this Agreement, to the extent necessary and permitted by
applicable law and any agreements in effect on the date hereof
to which the Company is a party, each Right shall thereafter
represent the right to receive, upon exercise thereof at the
then current Purchase Price multiplied by the then number of
one one-hundred and fiftieth of a share of Preferred Stock for
which a Right is then exercisable in accordance with the terms
of this Agreement, a number of shares, or units of shares, of
(y) Voting Common Stock, and (z) preferred stock (or other
equity securities) of the Company, including, but not limited
to Preferred Stock, equal in the aggregate to the number of
Adjustment Shares where the Board of Directors shall have in
good faith deemed such shares or units, other than the shares
of Voting Common Stock, to have at least the same value and
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voting rights as the Voting Common Stock (a "common stock
equivalent"); provided, however, if there are unavailable
sufficient shares (or fractions of shares) of Voting Common
Stock and/or common stock equivalents, then the Company shall
take all such action as may be necessary to authorize
additional shares of Voting Common Stock or common stock
equivalents for issuance upon exercise of the Rights,
including the calling of a meeting of shareholders; and
provided, further, that if the Company is unable to cause
sufficient shares of Voting Common Stock and/or common stock
equivalents to be available for issuance upon exercise in full
of the Rights, then the Company, to the extent necessary and
permitted by applicable law and any agreements or instruments
in effect on the date thereof to which it is a party, shall
make provision to pay an amount in cash equal to twice the
Purchase Price (as adjusted pursuant to this Section 11), in
lieu of issuing shares of Voting Common Stock and/or common
stock equivalents. To the extent that the Company determines
that some action needs to be taken pursuant to this Section
11(c), a majority of the Board of Directors may suspend the
exercisability of the Rights for a period of up to sixty (60)
days following the date on which the Section 11(b) Event shall
have occurred, in order to decide the appropriate form of
distribution to be made pursuant to this Section 11(c) and to
determine the value thereof. In the event of any such
suspension, the Company shall issue a public announcement
stating that the exercisability of the Rights has been
temporarily suspended. The Board of Directors may, but shall
not be required to, establish procedures to allocate the right
to receive Voting Common Stock and common stock equivalents
upon exercise of the Rights among holders of Rights, which
such allocation may be, but is not required to be, pro-rata.
5. Section 11(f)(ii) of the Rights Agreement is revised to read
in its entirety as follows:
(ii) For the purpose of any computation hereunder, the
"current market price" per share (or one one-hundred and
fiftieth of a share) of Preferred Stock shall be determined in
the same manner as set forth above for the Common Stock in
clause (i) of this Section 11(f) (other than the last sentence
thereof). If the current market price per share (or one
one-hundred fiftieth of a share) of Preferred Stock cannot be
determined in the manner provided above or if the Preferred
Stock is not publicly held or listed or traded in a manner
described in clause (i) of this Section 11(f), the "current
market price" per share of Preferred Stock shall be
conclusively deemed to be an amount equal to 150 (as such
number may be appropriately adjusted for such events as stock
splits, stock dividends and recapitalizations with respect to
the Voting Common Stock occurring after the date of this
Agreement) multiplied by the current market price per share of
the Voting Common Stock and the "current market price" per one
one-hundred fiftieth of a share of Preferred Stock shall be
equal to the current market price per share of the Voting
Common Stock (as appropriately adjusted). If neither the
Voting Common Stock nor the Preferred Stock is publicly held
or so listed or traded, "current market price" per share shall
mean the fair value per share as determined in good
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faith by the Board of Directors, whose determination
shall be described in a statement filed with the Rights Agent
and shall be conclusive for all purposes.
6. Section 24(a) of the Rights Agreement is revised to read in
its entirety as follows:
(a) The Board of Directors of the Company may, at its option,
at any time after any Person becomes an Acquiring Person,
exchange all or part of the then outstanding and exercisable
Rights (which shall not include Rights that have become void
pursuant to the provisions of Section 7(e) hereof) for (i) in
the case of holders of Voting Common Stock, additional shares
of Voting Common Stock at an exchange ratio of one share of
Voting Common Stock per Right or (ii) in the case of holders
of Non-Voting Common Stock, additional shares of Non-Voting
Common Stock at an exchange ratio of one share of Non-Voting
Common Stock per Right, in either case appropriately adjusted
to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such exchange
ratio being hereinafter referred to as the "Exchange Ratio").
Notwithstanding the foregoing, the Board of Directors shall
not be empowered to effect such exchange at any time after any
Person (other than General American, the Company, any
Subsidiary of the Company, any employee benefit plan or
compensation arrangement of the Company or any such
Subsidiary, or any entity holding securities of the Company to
the extent organized, appointed or established by the Company
or any such Subsidiary for or pursuant to the terms of any
such employee benefit plan or compensation arrangement),
together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Voting
Power of the Company.
7. For the purpose of adjusting for the Company's three-for-two
stock split in August 1997, wherever the phrase "one one-hundredth of a share"
appears in the text of the Rights Agreement for purposes of determining the
number of shares of Preferred Stock (as defined in the Rights Agreement) that
may be obtained upon exercise of a Right (as defined in the Rights Agreement),
it shall be replaced by the phrase "one one-hundred and fiftieth of a share,"
subject to further adjustment in accordance with Section 11 of the Rights
Agreement, but the phrase "one one-hundredth of a share" shall not be changed
for purposes of determining the Purchase Price (as such term is defined in the
Rights Agreement).
8. Except as specifically amended by this Second Amendment, the
Rights Agreement will continue unchanged and henceforth the term "Rights
Agreement" as used therein will mean the Rights Agreement as amended by the
Amendment dated as of July 26, 1995 and by this Second Amendment, unless and
until such Rights Agreement may again be amended.
9. This Second Amendment shall be effective upon the
effectiveness of the amendment to the Company's Restated Articles of
Incorporation to authorize the Non-Voting Common Stock.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed, all as of the day and year first above written.
Attest: REINSURANCE GROUP OF AMERICA,
INCORPORATED
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxx X. Xxx
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Title: General Counsel and Secretary Title: Executive Vice President
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Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
/s/ Xxxxx X. Xxxxx By: /s/ H.E. Bradford
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Name: Xxxxx X. Xxxxx Name: H.E. Bradford
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Title: Assistant Vice President Title: Vice President
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