-----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, WuTTf1c7e+dgBjJV62Rt2j/cnkSsz+LQprB4odUR2IOJ8stSq7FBr71swsQ+VDSc Qn7QuQ2kN33pT8GqrCkIZA== 0000950123-10-070734.txt : 20100802 0000950123-10-070734.hdr.sgml : 20100802 20100802061501 ACCESSION NUMBER: 0000950123-10-070734 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100802 DATE AS OF CHANGE: 20100802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] 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: 10982697 BUSINESS ADDRESS: STREET 1: 1095 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-578-5500 MAIL ADDRESS: STREET 1: 1095 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 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 y85608sc13dza.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 42 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) Nicholas D. Latrenta Executive Vice President and General Counsel MetLife, Inc. 200 Park Avenue New York, NY 10166-0188 (212) 578-2211 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 2010 (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). Page 1 of 17 Pages Page 2 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 - -------------------------------------------------------------------------------- (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 if (a) [ ] 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 226,995,571* --------------------------------------------------------- (9) Sole Dispositive Power 0 --------------------------------------------------------- (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 226,995,571* - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 27.7% - -------------------------------------------------------------------------------- (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 28, 2010. Page 3 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 Items 4 and 5 are amended as set forth below: ITEM 4. PURPOSE OF TRANSACTION. The Board of Directors is reporting beneficial ownership of 226,995,571 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 attached 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 (i) under the Purchase and Sale Program provided for by the Trust Agreement (as defined below), and (ii) pursuant to the Issuer's split-off of its majority-owned subsidiary, Reinsurance Group of America, Incorporated, in September 2008, have resulted in a decrease in the number of Shares held by the Trust from 494,466,664 to 226,995,571 (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 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. Page 4 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 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. Page 5 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As an entity, the Board of Directors of the Issuer beneficially owns 226,995,571 shares or 27.7% 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 226,995,571 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, 2010 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 228,741,774 to 226,995,571. (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 99.1 Joint Filing Agreement under Rule 13d-1(k)(1) Exhibit 99.2 Powers of Attorney Page 6 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 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 2, 2010 * ---------------------------- C. Robert Henrikson * ---------------------------- Sylvia Mathews Burwell * ---------------------------- Eduardo Castro-Wright * ---------------------------- Cheryl W. Grise * ---------------------------- R. Glenn Hubbard * ---------------------------- John M. Keane * ---------------------------- Alfred F. Kelly, Jr. * ---------------------------- James M. Kilts * ---------------------------- Catherine R. Kinney Page 7 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 * ---------------------------- Hugh B. Price * ---------------------------- David Satcher, M.D. * ---------------------------- Kenton J. Sicchitano * ---------------------------- Lulu C. Wang * By /s/ Nicholas D. Latrenta ------------------------- Nicholas D. Latrenta Attorney-in-fact EX-99.1 2 y85608exv99w1.txt EX-99.1 Exhibit 99.1 Page 8 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 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. 42 to Schedule 13D, to which this exhibit is attached, is filed on his or her behalf. Dated: August 2, 2010 * ---------------------------- C. Robert Henrikson * ---------------------------- Sylvia Mathews Burwell * ---------------------------- Eduardo Castro-Wright * ---------------------------- Cheryl W. Grise * ---------------------------- R. Glenn Hubbard * ---------------------------- John M. Keane * ---------------------------- Alfred F. Kelly, Jr. * ---------------------------- James M. Kilts * ---------------------------- Catherine R. Kinney Page 9 of 17 Pages SCHEDULE 13D CUSIP No. 59156R108 * ---------------------------- Hugh B. Price * ---------------------------- David Satcher, M.D. * ---------------------------- Kenton J. Sicchitano * ---------------------------- Lulu C. Wang * By /s/ Nicholas D. Latrenta ------------------------ Nicholas D. Latrenta Attorney-in-fact EX-99.2 3 y85608exv99w2.txt EX-99.2 Exhibit 99.2 Page 10 of 17 Pages POWERS OF ATTORNEY DESIGNATION OF AGENT(S): Each person whose signature appears below under the heading "Signatures for Powers of Attorney" hereby individually, and not jointly with the other signatories, and as if this constituted a separate power of attorney for each principal, authorizes and appoints Gwenn L. Carr and Nicholas D. Latrenta, each of whom may act individually and neither of whom is required to act jointly with the other, as such person's attorney-in-fact and agent, with full power of substitution and resubstitution, to sign and file on such person's behalf in each capacity stated below (i) any and all amendments to a Schedule 13D with regard to the MetLife, Inc. Board of Directors' beneficial ownership of securities of MetLife, Inc., and (ii) any and all other instruments which any of such attorneys-in-fact and agents deems necessary or advisable to comply with the Securities Act of 1933, the rules, regulations and requirements of the Securities and Exchange Commission and Blue Sky or other state securities laws and regulations, as fully as such person could do in person, hereby ratifying and confirming all that such attorneys-in-fact, or their substitutes, may lawfully do or cause to be done by virtue hereof. The authority of Gwenn L. Carr and Nicholas D. Latrenta under these Powers of Attorney shall continue until the Board of Directors is no longer required to file amendments to the Schedule 13D, except that such authority shall be terminated with respect to any person whose signature appears below under the heading "Signatures for Powers of Attorney" when such person revokes in writing the authority granted hereby. This Power of Attorney does not revoke any prior powers of attorney. NOTICES RELATED TO POWERS OF ATTORNEY The following notices are provided pursuant to the New York General Obligations Law since this power of attorney may be executed in New York State. CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the "principal," you give the person whom you choose (your "agent") authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. "Important Information for the Agent" at the end of this document describes your agent's responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a "Health Care Proxy" to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you. Page 11 of 17 Pages SIGNATURES FOR POWERS OF ATTORNEY
NAME TITLE DATE /s/ Sylvia Mathews Burwell Director July 27, 2010 - -------------------------------- Sylvia Mathews Burwell /s/ Eduardo Castro-Wright Director June 15, 2010 - -------------------------------- Eduardo Castro-Wright /s/ Cheryl W. Grise Director June 15, 2010 - -------------------------------- Cheryl W. Grise /s/ C. Robert Henrikson Chairman, President and Chief June 15, 2010 - -------------------------------- Executive Officer C. Robert Henrikson /s/ R. Glenn Hubbard Director June 15, 2010 - -------------------------------- R. Glenn Hubbard /s/ John M. Keane Director June 15, 2010 - -------------------------------- John M. Keane /s/ Alfred F. Kelly, Jr. Director June 15, 2010 - -------------------------------- Alfred F. Kelly, Jr. /s/ James M. Kilts Director June 15, 2010 - -------------------------------- James M. Kilts /s/ Catherine R. Kinney Director June 15, 2010 - -------------------------------- Catherine R. Kinney /s/ Hugh B. Price Director June 15, 2010 - -------------------------------- Hugh B. Price /s/ David Satcher Director June 15, 2010 - -------------------------------- David Satcher /s/ Kenton J. Sicchitano Director June 15, 2010 - -------------------------------- Kenton J. Sicchitano /s/ Lulu C. Wang Director June 15, 2010 - -------------------------------- Lulu C. Wang
Page 12 of 17 Pages IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must: (1) act according to any instructions from the principal, or, where there are no instructions, in the principal's best interest; (2) avoid conflicts that would impair your ability to act in the principal's best interest; (3) keep the principal's property separate and distinct from any assets you own or control, unless otherwise permitted by law; (4) keep a record or all receipts, payments, and transactions conducted for the principal; and (5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal's name and signing your own name as "agent" in either of the following manner: (Principal's Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal's Name). You may not use the principal's assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal's best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal's guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice. Liability of agent: The meaning of the authority given to you is defined in New York's General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation. Page 13 of 17 Pages AGENTS' SIGNATURES AND ACKNOWLEDGMENTS OF APPOINTMENT: It is not required that the principal(s) and the agent(s) sign at the same time, nor that multiple agents sign at the same time. We, Gwenn L. Carr and Nicholas D. Latrenta, have read the foregoing Power of Attorney. We are the persons identified therein as agent(s) for the principal(s) named therein. We acknowledge our legal responsibilities.
DATE Agent(s) sign(s) here:==> /s/ Gwenn L. Carr June 28, 2010 ---------------------------- Gwenn L. Carr Agent(s) sign(s) here:==> /s/ Nicholas D. Latrenta 6/22/10 ---------------------------- Nicholas D. Latrenta
Page 14 of 17 Pages NOTARIZATION STATE OF NEW YORK COUNTY OF NEW YORK Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)): [ ] Sylvia Mathews Burwell [X] Eduardo Castro-Wright [X] Cheryl W. Grise [X] C. Robert Henrikson [X] R. Glenn Hubbard [X] John M. Keane [X] Alfred F. Kelly, Jr. [X] James M. Kilts [X] Catherine R. Kinney [X] Hugh B. Price [X] David Satcher [X] Kenton J. Sicchitano [X] Lulu C. Wang personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 15th DAY OF JUNE, 2010. (SEAL) /s/ Susan May ------------------------------ NOTARY PUBLIC SUSAN MAY Notary Public - State of New York No. 01DI6086282 Qualified in Queens County My Commission Expires May 21, 2011 Page 15 of 17 Pages NOTARIZATION STATE OF NEW YORK COUNTY OF NEW YORK Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)): [X] Sylvia Mathews Burwell [ ] Eduardo Castro-Wright [ ] Cheryl W. Grise [ ] C. Robert Henrikson [ ] R. Glenn Hubbard [ ] John M. Keane [ ] Alfred F. Kelly, Jr. [ ] James M. Kilts [ ] Catherine R. Kinney [ ] Hugh B. Price [ ] David Satcher [ ] Kenton J. Sicchitano [ ] Lulu C. Wang personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 27th DAY OF JULY, 2010. (SEAL) /s/ Susan May ------------------------------------ NOTARY PUBLIC SUSAN MAY Notary Public - State of New York No. 01DI6086282 Qualified in Queens County My Commission Expires May 21, 2011 Page 16 of 17 Pages NOTARIZATION STATE OF NEW YORK COUNTY OF NEW YORK Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)): [X] Gwenn L. Carr [ ] Nicholas D. Latrenta personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 28th DAY OF JUNE, 2010. (SEAL) /s/ Susan May ------------------------------ NOTARY PUBLIC SUSAN MAY Notary Public - State of New York No. 01DI6086282 Qualified in Queens County My Commission Expires May 21, 2011 Page 17 of 17 Pages NOTARIZATION STATE OF NEW YORK COUNTY OF NEW YORK Before me, the undersigned authority, on this day personally appeared (check applicable individual(s)): [ ] Gwenn L. Carr [X] Nicholas D. Latrenta personally known to me or proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that he/she/they executed the same in his/her/their capacities, and that by his/her/their signature(s) on the instrument, the individual(s), or the person on behalf of whom the individual(s) acted, executed this instrument for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 22nd DAY OF JUNE, 2010. (SEAL) /s/ Susan May ------------------------------ NOTARY PUBLIC SUSAN MAY Notary Public - State of New York No. 01DI6086282 Qualified in Queens County My Commission Expires May 21, 2011 -----END PRIVACY-ENHANCED MESSAGE-----