-----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, Vx3PwlvMOJ5ATlJD7LO51bdWe0tRJrGSzbA66L4rCK7ZDXikUjKM6359MRHZZlfO g9NAEU6ocLM1mMxd6/IQUA== 0000950123-04-009185.txt : 20040803 0000950123-04-009185.hdr.sgml : 20040803 20040803172440 ACCESSION NUMBER: 0000950123-04-009185 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040803 SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-58857 FILM NUMBER: 04949434 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOARD OF DIRECTORS OF METLIFE INC CENTRAL INDEX KEY: 0001111726 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13D/A 1 y99569sc13dza.txt AMENDMENT #18 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 18 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 MetLife, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 59156R108 (CUSIP Number) James L. Lipscomb, Esq. Executive Vice-President and General Counsel MetLife, Inc. 200 Park Avenue New York, NY 10166 (212) 578-2211 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 3, 2004 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-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 purposes 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). SCHEDULE 13D CUSIP No. 59156R108 Page 2 of 11 Pages - -------------------------------------------------------------------------------- (1) Names of Reporting Persons Board of Directors of MetLife, Inc., as an entity I.R.S. Identification Nos. of Above Persons Not applicable - -------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds Not Applicable. See Item 4 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 0 Beneficially Owned by Each Reporting -------------------------------------------------------- Person With (8) Shared Voting Power 331,398,848* -------------------------------------------------------- (9) Sole Dispositive Power 0 -------------------------------------------------------- (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 331,398,848 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 44.1% - -------------------------------------------------------------------------------- (14) Type of Reporting Person OO - -------------------------------------------------------------------------------- * Unless otherwise indicated, all information relating to beneficial ownership of the Shares by the Reporting Persons is as of July 30, 2004. SCHEDULE 13D CUSIP No. 59156R108 Page 3 of 11 Pages Items 1, 2, 4, 5 and 7 are amended as set forth below: ITEM 1. SECURITY AND ISSUER. (b) Address of Issuer's Principal Executive Offices. 200 Park Avenue New York, NY 10166 ITEM 2. IDENTITY AND BACKGROUND. (b) The Reporting Person's business address is c/o MetLife, Inc., 200 Park Avenue, New York, NY 10166 ITEM 4. PURPOSE OF TRANSACTION. The Board of Directors is reporting beneficial ownership of 331,398,848 shares of Common Stock (the "Shares") held by the MetLife Policyholder Trust (the "Trust") under the Plan of Reorganization, dated September 28, 1999, as amended (the "Plan"), of Metropolitan Life Insurance Company ("MetLife"). On April 7, 2000, 494,466,664 Shares were issued to the Trust pursuant to Section 5.2(d) of the Plan, a copy of which is filed as an exhibit to this statement. No consideration has been separately provided therefor by any member of the Board of Directors, except for Shares allocated to such member pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries under the Purchase and Sale Program provided for by the Trust Agreement (as defined below) have resulted in a decrease in the number of Shares held by the Trust from 494,466,664 to 331,398,848 (as adjusted to reflect refinements in the calculation of the number of Shares issued to the Trust under the Plan). Under the Plan and the MetLife Policyholder Trust Agreement, dated as of November 3, 1999 (as amended, the "Trust Agreement"), by and among MetLife, the Issuer, Wilmington Trust Company (the "Trustee") and ChaseMellon Shareholder Services, L.L.C., as custodian (now known as Mellon Investor Services LLC, the "Custodian"), a copy of which is attached as an exhibit to this statement, certain eligible policyholders of MetLife ("Trust Eligible Policyholders") have been allocated a number of interests in the Trust ("Trust Interests") equal to the number of shares of Common Stock allocated to the Trust Eligible Policyholders in accordance with the Plan. The assets of the Trust principally are the Shares issued to the Trust for the benefit of the Trust Eligible Policyholders and permitted transferees (collectively, the "Beneficiaries"). The Shares are held in the name of the Trustee, on behalf of the Trust, which has legal title over the Shares. The Beneficiaries do not have legal title to any part of the assets of the Trust. The Trust Interests represent undivided fractional interests in the Shares and other assets of the Trust beneficially owned by a Trust Beneficiary through the Custodian. The Trust Agreement provides the Trustee with directions as to the manner in which to vote, assent or consent the Shares at all times during the term of the Trust. On all matters brought for a vote before the stockholders of the Issuer, with the exception of a Beneficiary Consent Matter (as defined below), the Trustee will vote in accordance with the SCHEDULE 13D CUSIP No. 59156R108 Page 4 of 11 Pages recommendation given by the Board of Directors of the Issuer to its stockholders or, if no such recommendation is given, as directed by the Board. On all Beneficiary Consent Matters, the Trustee will vote all of the Shares in favor of, in opposition to or abstain from the matter in the same ratio as the Trust Interests of the Beneficiaries that returned voting instructions to the Trustee indicated preferences for voting in favor of, in opposition to or abstaining from such matter. The Trust Agreement also contains provisions allowing Beneficiaries to instruct the Custodian to withdraw their allocated Trust Shares to participate in any tender or exchange offer for the Common Stock and to make any cash or share election, or perfect any dissenter's rights, in connection with a merger of the Issuer. A "Beneficiary Consent Matter" is: (i) a contested election of directors or, subject to certain conditions, the removal of a director, (ii) a merger or consolidation, a sale, lease or exchange of all or substantially all of the assets or a recapitalization or dissolution of the Issuer, if it requires a vote of stockholders under applicable Delaware law, (iii) any transaction that would result in an exchange or conversion of the Shares for cash, securities or other property, (iv) issuances of Common Stock prior to the first anniversary of the effective date of the Plan (the "Effective Date") at a price materially below the prevailing market price, if a vote is required to approve the issuance under Delaware law, other than issuances in an underwritten public offering or pursuant to an employee benefit plan, (v) before the first anniversary of the Effective Date, any matter that requires approval by a vote of more than a majority of the outstanding stock of the Issuer entitled to vote thereon under Delaware law or the certificate of incorporation or the by-laws of the Issuer, and any amendment to the certificate of incorporation or by-laws of the Issuer that is submitted to a vote of stockholders for approval, and (vi) proposals submitted to stockholders requiring the Board of Directors to amend the Issuer's Stockholder Rights Plan, or redeem rights under that plan, other than a proposal with respect to which the Issuer has received advice of nationally-recognized legal counsel to the effect that the proposal is not a proper subject for stockholder action under Delaware law. The Trust Agreement contains provisions enabling the Beneficiaries to withdraw the Shares allocated to them under the Plan and the Trust Agreement for resale or otherwise and to receive dividends on such Shares. SCHEDULE 13D CUSIP No. 59156R108 Page 5 of 11 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As an entity, the Board of Directors of the Issuer beneficially owns 331,398,848 shares or 44.1% of the Issuer's outstanding Common Stock. The Board of Directors of the Issuer is deemed to beneficially own the shares of Common Stock held by the Trust because the Board will direct the voting of these shares on certain matters submitted to a vote of stockholders. See Item 4. (b) As an entity, the Board of Directors of the Issuer has shared voting power with respect to 331,398,848 shares of Common Stock. (c) Except as described in Item 4, there were no transactions in the class of securities reported on that were effected by the Reporting Persons since April 30, 2004 other than transactions by Beneficiaries under the Purchase and Sale Program provided for by the Trust Agreement, resulting in a decrease in the number of shares of Common Stock held by the Trust from 345,272,887 to 331,398,848. (d) The Beneficiaries of the Trust have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares allocated to them under the Plan and the Trust Agreement. See Item 4. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 3. Amendment to MetLife Policyholder Trust Agreement, dated November 8, 2001, by and among Metropolitan Life Insurance Company, MetLife, Inc., Mellon Investor Services LLC and Wilmington Trust Company. SCHEDULE 13D CUSIP No. 59156R108 Page 6 of 11 Pages SIGNATURES. After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: August 3, 2004 * - ------------------------------ Curtis H. Barnette * - ------------------------------ Robert H. Benmosche * - ------------------------------ Burton A. Dole, Jr. * - ------------------------------ Cheryl W. Grise * - ------------------------------ James R. Houghton * - ------------------------------ Harry P. Kamen * - ------------------------------ Helene L. Kaplan * - ------------------------------ John M. Keane * - ------------------------------ Charles M. Leighton * - ------------------------------ Sylvia M. Mathews SCHEDULE 13D CUSIP No. 59156R108 Page 7 of 11 Pages * - ------------------------------ Hugh B. Price * - ------------------------------ Kenton J. Sicchitano * - ------------------------------ William C. Steere, Jr. * By /s/ Gwenn L. Carr ------------------------------- Gwenn L. Carr Attorney-in-fact EX-99.1 2 y99569exv99w1.txt JOINT FILING AGREEMENT SCHEDULE 13D CUSIP No. 59156R108 Page 8 of 11 Pages Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the Statement on Amendment No. 18 to Schedule 13D, to which this exhibit is attached, is filed on his or her behalf. Dated: August 3, 2004 * - ------------------------------ Curtis H. Barnette * - ------------------------------ Robert H. Benmosche * - ------------------------------ Burton A. Dole, Jr. * - ------------------------------ Cheryl W. Grise * - ------------------------------ James R. Houghton * - ------------------------------ Harry P. Kamen * - ------------------------------ Helene L. Kaplan * - ------------------------------ John M. Keane * - ------------------------------ Charles M. Leighton * - ------------------------------ Sylvia M. Mathews SCHEDULE 13D CUSIP No. 59156R108 Page 9 of 11 Pages * - ------------------------------ Hugh B. Price * - ------------------------------ Kenton J. Sicchitano * - ------------------------------ William C. Steere, Jr. * By /s/ Gwenn L. Carr ----------------------------- Gwenn L. Carr Attorney-in-fact EX-99.2 3 y99569exv99w2.txt AMENDMENT TO METLIFE POLICYHOLDER TRUST AGREEMENT Page 10 of 11 Pages Exhibit 99.2 AMENDMENT TO METLIFE POLICYHOLDER TRUST AGREEMENT AMENDMENT TO METLIFE POLICYHOLDER TRUST AGREEMENT (the "Amendment Agreement"), dated November 8, 2001, by and among Metropolitan Life Insurance Company, a New York corporation, MetLife, Inc., a Delaware corporation, Mellon Investor Services LLC, a limited liability company organized under the laws of New Jersey (formerly known as ChaseMellon Shareholder Services, L.L.C.), as custodian of the Interests under the MetLife Policyholder Trust Agreement, and Wilmington Trust Company, a Delaware banking company, not in its individual capacity but solely as Trustee (collectively, the "Parties"). Capitalized terms used in this Amendment Agreement but not defined herein shall have the meanings ascribed thereto in the Agreement, as defined below. WITNESSETH: WHEREAS, the Parties have previously entered into the MetLife Policyholder Trust Agreement, dated as of November 3, 1999 (the "Agreement"); and WHEREAS, pursuant to the terms of the Agreement, the Parties wish to amend the Agreement as provided herein; NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendment of the Agreement. The Agreement is hereby amended as follows: Section 4.2 of the Agreement is hereby amended by inserting the following after the last sentence: "The Interests of a Trust Beneficiary to whom Interests are transferred pursuant to Section 4.2(a) shall be increased to reflect such transfer and such transferred Interests shall be deemed to be beneficially owned by such Trust Beneficiary and, except as set forth in the next sentence, subject to all provisions of this Agreement and the Purchase and Sale Program Procedures. Such Trust Beneficiary shall be permitted to make a Sale Election with respect to all, but not less than all, of such transferred Interests without being subject to the limitations set forth under Section 5.3(c) of this Agreement and Section 4 of the Purchase and Sale Program Procedures." 2. Agreement Otherwise Unchanged. Except as herein provided, the Agreement shall remain unchanged and in full force and effect and each reference to the Agreement in the Trust Agreement shall be a reference to the Agreement as amended hereby and as it may be further amended and in effect from time to time. 3. Counterparts. Page 11 of 11 Pages This Amendment Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4. Governing Law. THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICTS OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER STATE. IN WITNESS WHEREOF, the Parties hereto have caused this Amendment Agreement to be executed as of the date first set forth above. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Gwenn L. Carr ---------------------------------------- Name: Gwenn L. Carr Title: Vice President and Secretary METLIFE, INC. By: /s/ Gwenn L. Carr ---------------------------------------- Name: Gwenn L. Carr Title: Vice President and Secretary WILMINGTON TRUST COMPANY, as Trustee By: /s/ Joseph B. Feil ---------------------------------------- Name: Joseph B. Feil Title: Senior Financial Services Officer MELLON INVESTOR SERVICES By: /s/ Denise Melato ---------------------------------------- Name: Denise Melato Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----