-----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, AIWGoHYkFW+ds2EF5enQ9Ai/uBlLT7rSMxPbBz/16iXpezXuaqPzP8xj6NyvZWvw cMMhQnedwC2k78UwF9Q8eg== 0000950123-01-500881.txt : 20010420 0000950123-01-500881.hdr.sgml : 20010420 ACCESSION NUMBER: 0000950123-01-500881 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010418 EFFECTIVENESS DATE: 20010418 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-59134 FILM NUMBER: 1605427 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 S-8 1 y47839s-8.txt METLIFE, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 2001 REGISTRATION NO. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- METLIFE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-4075851 (STATE OR OTHER JURISDICTION OF ONE MADISON AVENUE (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) NEW YORK, NEW YORK 10010-3690 IDENTIFICATION NO.) (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
METLIFE, INC. 2000 STOCK INCENTIVE PLAN METLIFE, INC. 2000 DIRECTORS STOCK PLAN METLIFE DEFERRED COMPENSATION PLAN FOR SENIOR OFFICERS METLIFE DEFERRED COMPENSATION PLAN FOR OFFICERS METLIFE INDIVIDUAL BUSINESS SPECIAL DEFERRED COMPENSATION PLAN METROPOLITAN LIFE AUXILIARY SAVINGS AND INVESTMENT PLAN AUXILIARY SAVINGS AND INVESTMENT PLAN OF PARTICIPATING METROPOLITAN AFFILIATES SUPPLEMENTAL AUXILIARY SAVINGS AND INVESTMENT PLAN OF PARTICIPATING METROPOLITAN AFFILIATES (FULL TITLE OF THE PLAN) GARY A. BELLER, ESQ. SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL METLIFE, INC. ONE MADISON AVENUE NEW YORK, NY 10010-3690 (212) 578-2211 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) --------------- CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) AGGREGATE OFFERING PRICE REGISTRATION FEE - ---------------- ------------- ---------------- ------------------------ ---------------- COMMON STOCK 38,323,333 $29.26 $1,121,340,724 $280,336 ($.01 PAR VALUE SHARES PER SHARE)(3)
================================================================================ 2 - -------------------------------------------------------------------------------- (1) PURSUANT TO RULE 416 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT SHALL ALSO BE DEEMED TO COVER ANY ADDITIONAL SHARES WHICH MAY BE ISSUABLE UNDER THE PLANS REFERENCED ABOVE BY REASON OF APPLICABLE ANTI-DILUTION PROVISIONS. (2) ESTIMATED, IN ACCORDANCE WITH RULE 457(h) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE. THE PROPOSED MAXIMUM OFFERING PRICE PER SHARE IS BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES OF METLIFE, INC. COMMON STOCK REPORTED BY THE NEW YORK STOCK EXCHANGE ON APRIL 11, 2001, WHICH IS WITHIN FIVE (5) BUSINESS DAYS PRIOR TO THE DATE OF THIS REGISTRATION STATEMENT. (3) EACH SHARE OF COMMON STOCK INCLUDES A SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHT ISSUED PURSUANT TO THE STOCKHOLDER RIGHTS AGREEMENT. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission by MetLife, Inc. (the "Registrant") are incorporated herein by reference and made a part hereof: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2000; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 2000; and (c) The description of the Registrant's common stock incorporated by reference into the Registrant's Registration Statement on Form 8-A (File No. 001-15787), filed with the Commission on March 31, 2000, from the Registrant's Registration Statement on Form S-1, as amended (No. 333-91517), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock which may be issued by the Registrant pursuant to the MetLife, Inc. 2000 Stock Incentive Plan, the MetLife, Inc. 2000 Directors Stock Plan, the MetLife Deferred Compensation Plan for Senior Officers, the MetLife Deferred Compensation Plan for Officers, the MetLife Individual Business Special Deferred 3 Compensation Plan, the Metropolitan Life Auxiliary Savings and Investment Plan, the Auxiliary Savings and Investment Plan of Participating Metropolitan Affiliates and the Supplemental Auxiliary Savings and Investment Plan of Participating Metropolitan Affiliates (collectively, the "Plans") will be passed upon for the Company by Gary A. Beller, Esq., Senior Executive Vice-President and General Counsel of the Registrant. As of this date, Mr. Beller beneficially owns shares of the Registrant's common stock, par value $.01 per share, and also participates in certain of the Plans, including the MetLife, Inc. 2000 Stock Incentive Plan. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's directors and officers may be indemnified against liabilities, fines, penalties and claims imposed upon or asserted against them as provided in the Delaware General Corporation Law and the Registrant's Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws. Such indemnification covers all costs and expenses incurred by a director or officer in his capacity as such. The Board of Directors, by a majority vote of a quorum of disinterested directors or, under certain circumstances, independent counsel appointed by the Board of Directors, must determine that the director or officer seeking indemnification was not guilty of willful misconduct or a knowing violation of the criminal law. In addition, the Delaware General Corporation Law and the Registrant's Amended and Restated Certificate of Incorporation may, under certain circumstances, eliminate the liability of directors and officers in a stockholder or derivative proceeding. If the person involved is not a director or officer of the Registrant, the Board of Directors may cause the Registrant to indemnify, to the same extent allowed for the Registrant's directors and officers, such person who was or is a party to a proceeding by reason of the fact that he is or was the Registrant's employee or agent, or is or was serving at the Registrant's request as director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The Registrant has in force and effect policies insuring its directors and officers against losses which they or any of them will become legally obligated to pay by reason of any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by the directors and officers in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being directors or officers. Such coverage is limited by the specific terms and provisions of the insurance policies. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. 4 ITEM 8. EXHIBITS
Exhibit Description ------- ----------- Number ------ 4.1 Amended and Restated Certificate of Incorporation of MetLife, Inc. (incorporated herein by reference to Exhibit 3.1 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 10-K")). 4.2 Amended and Restated By-Laws of MetLife, Inc. (incorporated herein by reference to Exhibit 3.2 of the Registrant's 2000 10-K). 4.3 Form of Certificate of Common Stock, par value $0.01 per share (incorporated herein by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1, File No. 333-91517 (the "Registration Statement")). 4.4 Stockholder Rights Agreement (incorporated herein by reference to Exhibit 10.6 of the Registrant's 2000 10-K). 5 Opinion of Gary A. Beller, Esq., Senior Executive Vice-President and General Counsel of the Registrant, regarding the legality of the securities registered hereunder. 10.1 MetLife Deferred Compensation Plan for Senior Officers (incorporated herein by reference to Exhibit 10.1 of the Registration Statement). 10.2 MetLife Deferred Compensation Plan for Officers (incorporated herein by reference to Exhibit 10.2 of the Registration Statement). 10.3 MetLife, Inc. 2000 Stock Incentive Plan, as amended and restated (incorporated herein by reference to Exhibit 10.7 of the Registration Statement). 10.4 MetLife, Inc. 2000 Directors Stock Plan, as amended and restated (incorporated herein by reference to Exhibit 10.8 of the Registration Statement). 10.5 MetLife, Inc. Individual Business Special Deferred Compensation Plan. 10.6 Metropolitan Life Auxiliary Savings and Investment Plan (incorporated herein by reference to Exhibit 10.31 of the Registration Statement). 10.7 Auxiliary Savings and Investment Plan of Participating Metropolitan Affiliates (incorporated herein by reference to Exhibit 10.32 of the Registration Statement).
5 10.8 Supplemental Auxiliary Savings and Investment Plan of Participating Metropolitan Affiliates (incorporated herein by reference to Exhibit 10.33 of the Registration Statement). 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Gary A. Beller, Esq., Senior Executive Vice- President and General Counsel of the Registrant (included in Exhibit 5). 24 Power of Attorney (included on the signature page to this Registration Statement).
ITEM 9. UNDERTAKINGS A. The undersigned Company hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to: (i) include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this effective Registration Statement; (iii) include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. 6 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 of this Registration Statement or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 18th day of April, 2001. METLIFE, INC. By: /S/ Robert H. Benmosche ----------------------- Name: Robert H. Benmosche Title: Chairman, President and Chief Executive Officer Each person whose signature appears below hereby authorizes and appoints Robert H. Benmosche and Gary A. Beller, or any of them, 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 individually and in each capacity stated below (i) any and all amendments (including post-effective amendments) to this registration statement and any subsequent registration statement filed by MetLife, Inc. pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and (ii) any and all other instruments which either said 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 verifying and confirming all that such attorneys-in-fact, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ---- /S/ Robert H. Benmosche - ------------------------ Chairman, President, Chief April 18, 2001 Robert H. Benmosche Executive Officer and Director /S/ Curtis H. Barnette - ------------------------ Director April 18, 2001 Curtis H. Barnette /S/ Gerald Clark - ------------------------ Vice-Chairman, Chief Investment April 18, 2001 Gerald Clark Officer and Director /S/ Joan Ganz Cooney - ------------------------ Director April 18, 2001 Joan Ganz Cooney
8
SIGNATURE TITLE DATE --------- ----- ---- Director April 18, 2001 /s/ John C. Danforth - ------------------------- John C. Danforth /s/ Burton A. Dole, Jr. - ------------------------- Director April 18, 2001 Burton A. Dole, Jr. /s/ James R. Houghton - ------------------------- Director April 18, 2001 James R. Houghton /s/ Helene L. Kaplan - ------------------------- Director April 18, 2001 Helene L. Kaplan /s/ Charles M. Leighton - ------------------------- Director April 18, 2001 Charles M. Leighton /s/ Stewart G. Nagler - ------------------------- Vice-Chairman, Chief Financial April 18, 2001 Stewart G. Nagler Officer and Director /s/ John J. Phelan Jr - ------------------------- Director April 18, 2001 John J. Phelan, Jr. /s/ Hugh B. Price - ------------------------- Director April 18, 2001 Hugh B. Price /s/ Ruth J. Simmons - ------------------------- Director April 18, 2001 Ruth J. Simmons /s/ William C. Steere Jr. - ------------------------- Director April 18, 2001 William C. Steere, Jr. /s/ Virginia M. Wilson - ------------------------- Controller April 18, 2001 Virginia M. Wilson
EX-5 2 y47839ex5.txt OPINION OF GARY A. BELLER, ESQ. 1 April 16, 2001 Metlife, Inc. One Madison Avenue New York, New York 10010 Ladies and Gentlemen: I am the Senior Executive Vice- President and General Counsel of MetLife, Inc., a Delaware corporation (the "Company"). I am familiar with the Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended (the "Act"), relating to 38,323,333 shares of the Company's common stock, par value $.01 per share (the "Shares") to be issued pursuant to the MetLife, Inc. 2000 Stock Incentive Plan, the MetLife, Inc. 2000 Directors Stock Plan, the MetLife Deferred Compensation Plan for Senior Officers, MetLife Deferred Compensation Plan for Officers, the MetLife Individual Business Special Deferred Compensation Plan, the Metropolitan Life Auxiliary Savings and Investment Plan, the Auxiliary Savings and Investment Plan of Participating Metropolitan Affiliates and the Supplemental Auxiliary Savings and Investment Plan of Participating Metropolitan Affiliates (collectively, the "Plans"). I or other in-house attorneys for the Company over whom I exercise general supervisory authority have reviewed such documents and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. In making such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies. Based upon and subject to the limitations, assumptions, qualifications and exceptions set forth herein, I am of the opinion that, when issued in accordance with the terms of the Plans, the Shares will be validly issued, fully paid and non-assessable. I am a member of the bar of the State of New York and I do not express an opinion herein concerning any laws other than the laws of the United States of America and the General Corporation Law of the State of Delaware. I hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Gary A. Beller ---------------------- Name: Gary A. Beller Title: Senior Executive Vice-President and General Counsel EX-10.5 3 y47839ex10-5.txt INDIVIDUAL BUSINESS SPECIAL DEFERRED COMP. PLAN 1 INDIVIDUAL BUSINESS SPECIAL Exhibit 10.5 DEFERRED COMPENSATION PLAN The MetLife Individual Business Special Deferred Compensation Plan provides you with the opportunity to defer receipt of a portion of your MetLife benefitable compensation to a later date, reducing gross income in the year of the deferral for purposes of federal and most state income taxes. Eligibility Any member of the MetLife Individual Business Field Force whose annual compensation equaled or exceeded $240,000 during the period from October 1, 1997 through September 30, 1998 is eligible to participate for the 1999 Plan year. In addition, to be eligible and in order for MetLife to comply with federal law requirements, participants must also confirm that their income was at least $200,000 in each of the last two years (1996 and 1997) and that they reasonably expect to have income of at least $200,000 this year (1998). Newly appointed members of the MetLife Individual Field Force will be eligible to defer future compensation for the remainder of the Plan year, provided they would have otherwise satisfied the eligibility criteria as a MetLife employee and elect deferral within 30 days of appointment. Eligible Compensation Only benefitable compensation from MetLife will be taken into account in determining compensation eligible to be deferred. Benefitable compensation is compensation taken into account under the MetLife Insurance and Retirement Programs. Deferrals may be made in 10% increments up to 70%. FICA, Medicare, and any other taxes which are due in the year deferred amounts would have otherwise been payable will be paid from your other compensation. 2 MAKING A DEFERRAL ELECTION To designate a deferral, a Deferral Election Form must be completed and submitted by the due date on the election form, indicating the deferred amounts. This due date will be prior to the year in which the deferred amounts would have been otherwise paid. Deferral of eligible compensation will begin with the first January payroll period and end with the last December payroll period in the year following the deferral election. IN ADDITION TO INDICATING THE AMOUNT TO BE DEFERRED, YOU MUST ALSO DECIDE: * THE INVESTMENT OPTION -- Deferred amounts will not be actually invested in the funds selected, but earnings (gains or losses) will be credited to participant's accounts in accordance with the performance of the fund selected. Investment choices may be changed up to six times per year, according to the instructions on page 4. * THE DISTRIBUTION DATE -- This can be your retirement date or a specific date not less than three years after the year of deferral. Once you have designated a distribution date, this decision cannot be changed, except as otherwise provided in the Plan. * THE DISTRIBUTION METHOD OR HOW THE DEFERRED AMOUNT IS TO BE PAID -- Payment may be in a single lump sum, or over five, ten or fifteen years in annual installments. Once you have designated a distribution method, this decision cannot be changed, except as otherwise provided in the Plan. 3 DEFERRED COMPENSATION ACCOUNTS An account will be established for each participant in the Deferred Compensation Plan. These accounts are unfunded, meaning any amounts credited to the accounts will be solely for record-keeping purposes and will not be considered to be held in trust or in escrow or in any way vested to the participant. The maintenance of such account will not give you any right or security interest in any asset of MetLife. All amounts in such account remain subject to the claims of the general creditors of MetLife. The amount deferred will be credited to the deferral account at the end of each payroll period in which the funds would otherwise have been paid. The amounts deferred will accrue earnings based on the performance of the particular investment vehicle(s) of your choice. Participants may choose among the following investment fund options: * MetLife SIP Fixed Income Fund * Loomis Sayles Bond Fund * MetLife SIP Common Stock Index Fund * Oakmark Fund * MetLife SIP Small Company Stock Fund * Oakmark International Portfolio See page 5 for information about the investment options, including investment objectives. Investment choices may be changed by the participant up to six times each year, by contacting Pauline King of MetLife Specialized Benefit Resources at (732) 602-4733. The changes will be made as of the business day your request is received, if received before 5 p.m. EST or as of the next business day, if received after 5 p.m. EST. You will receive a confirmation letter within two weeks. 4 FUND OBJECTIVES Following are brief descriptions of the investment objectives of each of the funds: 1. MetLife SIP Fixed Income Fund This portfolio seeks to achieve the highest possible current income consistent with the preservation of capital and predictable growth through a guaranteed interest rate by investing in Guaranteed Investment Contracts or similar contracts. 2. Loomis Sayles Bond Fund This portfolio seeks to achieve high total return through current income and capital appreciation, by investing primarily in debt securities including convertibles. At least 65% of its total assets will normally be invested in bonds. Up to 35% of its assets may be invested in securities of below investment-grade quality, and up to 20% of assets may be invested in preferred stocks. 3. MetLife SIP Common Stock Index Fund This portfolio seeks long-term growth of capital and income, with minimal transaction costs. The portfolio seeks to approximate the performance of the Standard & Poor's 500 Composite Stock Price Index by investing in the stocks of companies which are included in the index. 4. Oakmark Fund This portfolio seeks to achieve high total return through long-term growth of capital appreciation by investing primarily in equity securities. Up to 25% of its total assets may be invested in securities on non-U.S. issuers, but no more than 5% of assets are expected to be invested in emerging markets. 5. MetLife SIP Small Company Stock Fund This portfolio seeks to achieve high total return through long-term growth of capital appreciation by investing in the stocks of small U.S. companies with strong growth potential. 6. Oakmark International Portfolio This portfolio seeks to achieve high total return through long-term growth of capital appreciation by investing in the stocks of international equity securities of mature markets, less developed markets, and in selected emerging markets. There are no limits on the geographic asset distribution. At least 65% of its total assets will normally be invested in non-U.S. issuers. 5 DISTRIBUTIONS PAYMENT DESIGNATION Payment will begin in January or July coincident or next following the date specified at the time of your election. The form of payment will be made according to the option elected for each year's deferred funds. Regardless of the option elected, payment will be made in a single lump sum if employment terminates prior to retirement eligibility under the MetLife Retirement Plan or upon your death. No loans can be taken. Payments are subject to such deductions as may be required in accordance with all federal, state, and local tax laws and regulations. In the event that you die while annual installments are in progress, the balance of your Deferred Compensation Account will immediately become due and payable in one lump sum to your designated beneficiary. HARDSHIP EXCEPTIONS In the case of extreme hardship, contributions to the Plan may be discontinued and/or payments may be made from your account at the discretion of MetLife. If contributions are to be discontinued or payment made, the amount involved cannot exceed the funds required to satisfy the financial consequences of the hardship. Extreme hardship includes any unforeseeable or extraordinary occurrence or event caused by an event beyond the control of the participant or beneficiary, such as illness, disability, accident, or family problems resulting in a participant's financial need that cannot be met from other assets or normal sources of income. ACCELERATED DISTRIBUTION EXCEPTIONS You may elect to receive an immediate lump sum distribution without a hardship, but you must withdraw the full account balance for all years in which you made deferrals under the Plan and there will be a 10% penalty forfeited to the Company. In addition, funds received pursuant to such distribution will be deemed to be taxable income. Future deferrals under the Plan will not be permitted until the Plan year commencing at least three years after the date of the distribution. 6 NONASSIGNABILITY AND BENEFICIARY DESIGNATIONS NONASSIGNABILITY Neither the participant nor designated beneficiary shall have any right to sell, assign, transfer or commute any rights under this Plan. BENEFICIARY DESIGNATIONS You may designate an individual, a trustee or your estate as beneficiary and you may change your beneficiary at any time. A beneficiary designation will be valid as of the date the written request is received. If there is no valid beneficiary designation, or if no designated beneficiary survives the participant, the account balance at your death shall be paid as soon as practicable to your surviving spouse, and in the event you are not married at death, to your estate. NOTE: MetLife may terminate or amend the Plan at any time, provided, however, that no such amendment or termination shall impair any rights which have accrued under the Plan. 7 QUESTIONS AND ANSWERS __________________________________ WHAT ARE THE DIFFERENCES BETWEEN THE DEFERRED COMPENSATION PLAN (DCP) AND A 401(K) PLAN SUCH AS THE SAVINGS AND INVESTMENT PLAN (SIP)? A 401(k) plan is a "qualified plan" -- this means that it is qualified under the Internal Revenue Code. Under a 401(k) plan, participants can defer income, subject to certain limits. The chief limitations of 401(k) plans are the various Internal Revenue Code-imposed caps on the amount that can be deferred. The chief advantages of the DCP are the substantially greater deferral opportunities it can offer. The chief disadvantage is that it does not offer the security of a qualified plan which is afforded full ERISA protection. Participation in the DCP does not affect your ability to participate in SIP. If eligible, you can participate in either or both plans. _______________________________________ I AM CONSIDERING DEFERRING $10,000 UNDER THE DEFERRED COMPENSATION PLAN. WHAT ARE THE ADVANTAGES OF THIS DEFERRAL VERSUS AFTER-TAX INVESTMENT? Assume you defer $10,000 in 1999, requesting a distribution in 2004, combined federal and state income tax rates remain level at 45% and the value of the deferral increases at 10% per year. (For the purpose of this example, the 1.45% Medicare tax withholding is ignored.)
Deferred Compensation Plan After-Tax Investment _________________________________________________________ YEAR VALUE TAXES NET VALUE VALUE TAXES NET VALUE _________________________________________________________ | | 1999 (Year of Deferral) $10,000 $0 $10,000 | $10,000 $4,500 $5,500 _______________________________________________________|_______________________________ | 2000 $11,000 $0 $11,000 | $6,050 $0 $6,050 _______________________________________________________|_______________________________ | 2001 $12,100 $0 $12,100 | $6,655 $0 $6,655 _______________________________________________________|_______________________________ | 2002 $13,310 $0 $13,310 | $7,321 $0 $7,321 _______________________________________________________|_______________________________ | 2003 $14,641 $0 $14,641 | $8,053 $0 $8,053 _______________________________________________________|_______________________________ | 2004 (Year of Distribution) $16,105 $7,247 $ 8,858 | $8,858 $1,511* $7,347 _______________________________________________________|_______________________________ Tax rates may vary and are subject to change. *Assumes investment in MetLife recommends that you speak to your a deferred annuity with tax adviser before making an election under no penalty at withdrawal. this Plan.
_________________________________________________ WHY DO I HAVE TO MAKE A DEFERRAL ELECTION BEFORE I KNOW WHAT I WILL BE PAID? The Internal Revenue Service ("IRS") requires that an irrevocable election to defer income be made before the income is actually earned. Since your election will remain in effect for an entire plan year, you may want to be conservative in your deferral amount. 8 ________________________________________ WHAT WOULD HAPPEN TO MY DEFERRALS IN THE EVENT METLIFE BECOMES INSOLVENT? In the unlikely event of MetLife's insolvency, Plan participants would be viewed as general creditors and their claims for their deferrals would be treated in the manner and sequence stipulated by New York State Insurance Law. ________________________________________ WHEN AM I TAXED ON DEFERRED COMPENSATION OR EARNINGS THEREON? Under current law, for federal (and most state) income tax purposes you will not be taxed until you actually receive this money. Some states and localities do not exclude deferred compensation from current taxation (check with your tax advisor to find out if this is the case in your state). Note, however, that your deferrals are subject to current Social Security (FICA) taxes. ________________________________________ ARE DISTRIBUTIONS ELIGIBLE TO BE ROLLED OVER INTO AN IRA? No. Because this is not a tax-qualified plan under the Internal Revenue Code, you cannot roll your distributions over into an IRA or to another employer's qualified plan when you leave MetLife. When electing a Plan distribution, we encourage you to seek professional tax advice to determine the best course of action for your financial circumstances. ________________________________________ WILL PAYMENT TO MY BENEFICIARIES BE INCLUDED IN MY GROSS ESTATE FOR FEDERAL ESTATE TAX PURPOSES? Yes. The present value of your deferral accounts at the time of your death will be included. If, however, your beneficiary is your spouse and the payments qualify for the estate tax marital deduction, in effect these amounts will not give rise to federal estate taxes. ________________________________________ IS MY DEFERRAL INCLUDED IN THE SOCIAL SECURITY WAGE BASE? Yes. Deferrals are subject to withholding for Social Security (FICA) taxes in the year of the deferral until the annual taxable wage base under the Social Security provision is reached. There is no maximum annual taxable wage base for the hospital insurance tax provision of FICA (the "Medicare tax"). Required withholdings for FICA shall be made from your other compensation. ________________________________________ WILL I PAY SOCIAL SECURITY TAXES WHEN I TAKE MY DISTRIBUTION? No. Because Social Security taxes were taken into account at the time the deferrals were made, you owe no additional Social Security taxes when distributions are made. Distributions of deferred amounts will not affect receipt of Social Security benefits. 9 QUESTIONS? MetLife Specialized Benefit Resources Pauline King (732) 602-4733 EX-23.1 4 y47839ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP 1 INDEPENDENT AUDITORS' CONSENT To the Board of Directors and Shareholders of MetLife, Inc.: We consent to the incorporation by reference in this Registration Statement of MetLife, Inc. on Form S-8 of our report dated February 9, 2001, appearing in the Annual Report on Form 10-K of MetLife, Inc. for the year ended December 31, 2000. Deloitte & Touche LLP New York, New York April 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----