-----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, Lbdb1uWMR+0FNby/PmsqRIxps/IH03XunQNJ0ZM4cmntVqi0RzXDOzZ15jspAsHz qr7kUVmppYZFCgtuS0jhIA== 0000950123-01-505303.txt : 20010813 0000950123-01-505303.hdr.sgml : 20010813 ACCESSION NUMBER: 0000950123-01-505303 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010807 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010810 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15787 FILM NUMBER: 1703234 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 8-K 1 e49899e8-k.txt METLIFE INC 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 7, 2001 ------------------------------- (Date of earliest event reported) MetLife, Inc. ------------- (Exact name of registrant as specified in its charter) Delaware 1-15787 13-4075851 - ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) One Madison Avenue, New York, New York 10010-3690 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 578-2211 -------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 Item 5. Other Information. On August 7, 2001, MetLife, Inc., a Delaware corporation, entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) among MetLife, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter, and Santusa Holding, S.L., the selling stockholder, pursuant to which (i) Merrill Lynch agreed to purchase from Santusa Holding 25,000,000 shares of MetLife, Inc. common stock and (ii) MetLife, Inc. agreed to purchase 10,000,000 of such shares from Merrill Lynch. The shares of common stock will be sold pursuant to the shelf registration statement filed by MetLife, Inc. with the Securities and Exchange Commission on June 12, 2001. The prospectus supplement and accompanying prospectus relating to the above-referenced transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Banco Santander Central Hispano, S.A., an affiliate of Santusa Holding, originally acquired the shares in a private placement at the time of MetLife, Inc.'s initial public offering. Item 7. Exhibits. 1.1 Underwriting Agreement dated August 7, 2001 among MetLife, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santusa Holding, S.L. 99.1 Prospectus Supplement dated August 7, 2001 and accompanying Prospectus dated June 29, 2001. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. METLIFE, INC. By: /s/ Gwenn L. Carr ------------------------------------- Name: Gwenn L. Carr Title: Vice-President and Secretary Date: August 10, 2001 4 EXHIBIT INDEX Exhibit Number Exhibit - ------- -------- 1.1 Underwriting Agreement dated August 7, 2001 among MetLife, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santusa Holding, S.L. 99.1 Prospectus Supplement dated August 7, 2001 and accompanying Prospectus dated June 29, 2001. EX-1.1 3 e49899ex1-1.txt UNDERWRITING AGREEMENT 1 25,000,000 SHARES OF COMMON STOCK (Par Value $.01 Per Share) UNDERWRITING AGREEMENT August 7, 2001 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: MetLife, Inc., a Delaware corporation (the "Company"), and Santusa Holding, S.L. (the "Selling Shareholder"), confirm their agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") with respect to the sale by the Selling Shareholder and the purchase by Merrill Lynch of 25,000,000 shares of Common Stock, par value $.01 per share, of the Company ("Common Stock"). The aforesaid 25,000,000 shares of Common Stock are hereinafter called, collectively, the "Securities". The Company and the Selling Shareholder understand that the Securities may be offered by Merrill Lynch from time to time as set forth in the Final Prospectus. 1. Representations and Warranties. (a) Representations and Warranties by the Company. The Company represents and warrants to Merrill Lynch as of the date hereof and as of the Closing Date (as hereinafter defined), and agrees with Merrill Lynch, as follows: (i) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (No. 333-62782) under the Securities Act of 1933, as amended (the "Act"), which has become effective, for the registration under the Act of the Securities. The Company meets the requirements for use of Form S-3 under the Act. No stop order suspending the effectiveness of the registration statement has been issued under the Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Company proposes to file with the Commission pursuant to Rule 424 under the Act a supplement or supplements to 2 the form of prospectus included in such registration statement relating to the Securities and the plan of distribution thereof. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "Registration Statement"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the "Base Prospectus"; and such supplemented form of prospectus, in the form in which it shall first be filed with the Commission pursuant to Rule 424 (including the Base Prospectus as so supplemented) is hereinafter called the "Final Prospectus." Any preliminary form of the Final Prospectus which has heretofore been filed pursuant to Rule 424 is hereinafter called the "Preliminary Prospectus." Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the date of this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference; each Preliminary Prospectus and the prospectuses filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act and the rules thereunder and each Preliminary Prospectus and the Final Prospectus delivered to Merrill Lynch for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; (ii) As of the date hereof, when the Final Prospectus is first filed or transmitted for filing pursuant to Rule 424 under the Act, when, prior to the Closing Date (as hereinafter defined), any amendment to the Registration Statement becomes effective (including the filing of any document incorporated by reference in the Registration Statement), when any supplement to the Final Prospectus is filed with the Commission and at the Closing Date, (i) the Registration Statement, as amended as of any such time, and the Final Prospectus, as amended or supplemented as of any such time, will comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder and (ii) neither the Registration Statement, as amended as of any such time, nor the Final Prospectus, as amended or supplemented as of such time, will contain any untrue statement of a material fact 2 3 or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information relating to Merrill Lynch or the underwriting arrangements furnished in writing to the Company by Merrill Lynch expressly for use in the Registration Statement and the Final Prospectus; (iii) Each document incorporated or deemed to be incorporated by reference in the Registration Statement and the Final Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the Act or the Exchange Act, as applicable, and, when read together with the other information in the Final Prospectus, at the time the Registration Statement became effective, at the time the Final Prospectus was issued and at the Closing Date did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) Neither the Company nor any of its subsidiaries listed on Schedule B hereto (the "Significant Subsidiaries" and, individually, a "Significant Subsidiary") has sustained since the date of the latest audited financial statements included or incorporated by reference in the Final Prospectus any loss or interference material to the business of the Company and its Significant Subsidiaries considered as a whole, other than as described in or contemplated by the Final Prospectus, from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and, since the respective dates as of which information is given in the Registration Statement and the Base Prospectus, there has not been any (i) material addition, or development involving a prospective material addition, to Metropolitan Life Insurance Company's ("MetLife") liability for future policy benefits, policyholder account balances and other claims, other than in the ordinary course of business; (ii) material decrease in the surplus of MetLife or material change in the capital stock or other ownership interests (other than issuances of common stock upon the exercise of outstanding employee stock options or pursuant to existing employee compensation plans or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of this Agreement) of the Company or any Significant Subsidiary or any material increase in the long-term debt of the Company or its subsidiaries, considered as a whole; or (iii) material adverse change, or development involving a prospective material adverse change, in or affecting the business, financial position, reserves, surplus, equity or results of operations (in each case considered either on a 3 4 statutory accounting or U.S. generally accepted accounting principles ("GAAP") basis, as applicable) of the Company and its subsidiaries considered as a whole, otherwise than as described or contemplated in the Final Prospectus; (v) The Company and each Significant Subsidiary has good and marketable title in fee simple to all material real property and good and marketable title to all material personal property owned by it, in each case free and clear of all liens, encumbrances and defects, except such as are described in the Final Prospectus or such as would not have a material adverse effect on the business, financial position, equity, reserves, surplus or results of operations of the Company and its subsidiaries, considered as a whole ("Material Adverse Effect"), and do not materially interfere with the use made and proposed to be made of such property by the Company or any Significant Subsidiary, and any material real property and material buildings held under lease by the Company or any of its subsidiaries are held under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and currently proposed to be made of such property and buildings by the Company or any Significant Subsidiary; (vi) The Company has been duly incorporated and is validly existing as a corporation, and upon payment of the franchise taxes owed through the end of August 2001, will be in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Final Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified and in good standing in any such jurisdiction; there are no subsidiaries of the Company that are material to the Company considered as a whole which are not listed on Schedule B hereto; and each Significant Subsidiary has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Final Prospectus; and each Significant Subsidiary is duly qualified to do business as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification and good standing, except to the extent that the failure to be so qualified would not have a Material Adverse Effect; (vii) The Company has an authorized capitalization as set forth and described in the Final Prospectus, and all of the issued shares of capital stock of 4 5 the Company including, without limitation, the Securities to be sold by the Selling Shareholder, have been duly and validly authorized and issued and are fully paid and nonassessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company; except as disclosed in the Final Prospectus, there are no outstanding options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into or any contracts or commitments to sell shares of the Company's capital stock or any such options, rights, warrants, convertible securities or obligations; the description of the Company's stock option and purchase plans and the options or other rights granted and exercised thereunder set forth in the Final Prospectus accurately and fairly describe the information required to be shown with respect to such plans, arrangements, options and rights; except as disclosed in the Final Prospectus, there are no rights of any person, corporation or other entity to require registration of any shares of the Common Stock or any other securities in connection with the filing of the Registration Statement and the issuance and sale to Merrill Lynch pursuant to this Agreement; and all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and nonassessable and (except as described in the Final Prospectus and except for directors' qualifying shares) are owned directly or indirectly by the Company free and clear of all liens, encumbrances, equities or claims; (viii) The Securities have been duly authorized and validly issued, and are fully paid and nonassessable, and the Securities conform to all statements relating thereto contained in the Final Prospectus; (ix) Each Significant Subsidiary that is required to be organized or licensed as an insurance company in its jurisdiction of incorporation (an "Insurance Subsidiary") is duly organized and licensed as an insurance company in its respective jurisdiction of incorporation and is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized to conduct its business, in each case with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; except as otherwise described in the Final Prospectus, each Insurance Subsidiary has all other approvals, orders, consents, authorizations, licenses, certificates, permits, registrations and qualifications (collectively, the "Approvals") of and from all insurance regulatory authorities to conduct its business, with such exceptions as would not have, individually or in the aggregate, a 5 6 Material Adverse Effect; there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation that could reasonably be expected to lead to the revocation, termination or suspension of any such Approval, the revocation, termination or suspension of which would have, individually or in the aggregate, a Material Adverse Effect; and, to the knowledge of the Company, no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any Insurance Subsidiary to its parent which would have, individually or in the aggregate, a Material Adverse Effect; (x) The Company and each Significant Subsidiary has all necessary Approvals of and from, and has made all filings, registrations and declarations (collectively, the "Filings") with, all insurance regulatory authorities, all Federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Final Prospectus, except where the failure to have such Approvals or to make such Filings would not have, individually or in the aggregate, a Material Adverse Effect; to the knowledge of the Company, the Company and each Significant Subsidiary is in compliance with all applicable laws, rules, regulations, orders, by-laws and similar requirements, including in connection with registrations or memberships in self-regulatory organizations, and all such Approvals and Filings are in full force and effect and neither the Company nor any Significant Subsidiary has received any notice of any event, inquiry, investigation or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Approval or otherwise impose any limitation on the conduct of the business of the Company or any Significant Subsidiary, except as described in the Final Prospectus or except for any such suspension, revocation or limitation which would not have, individually or in the aggregate, a Material Adverse Effect; (xi) Each Insurance Subsidiary is in compliance with and conducts its businesses in conformity with all applicable insurance laws and regulations of its respective jurisdiction of incorporation and the insurance laws and regulations of other jurisdictions which are applicable to it, in each case with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; (xii) Each Significant Subsidiary which is engaged in the business of acting as a broker-dealer or an investment advisor (respectively, a "Broker-Dealer Subsidiary" and an "Investment Advisor Subsidiary") is duly licensed or registered as a broker-dealer or investment advisor, as the case may be, in each jurisdiction where it is required to be so licensed or registered to conduct its business, in each case, with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; each Broker-Dealer Subsidiary and each Investment Advisor Subsidiary has all other necessary Approvals of and from all applicable regulatory authorities, including any self-regulatory organization, to conduct its businesses, in each case with such exceptions, as would not have, individually or in the aggregate, a Material Adverse Effect; except as otherwise 6 7 described in the Final Prospectus, none of the Broker-Dealer Subsidiaries or Investment Advisor Subsidiaries has received any notification from any applicable regulatory authority to the effect that any additional Approvals from such regulatory authority are needed to be obtained by such subsidiary in any case where it could be reasonably expected that (i) any of the Broker-Dealer Subsidiaries or Investment Advisor Subsidiaries would in fact be required either to obtain any such additional Approvals or cease or otherwise limit engaging in certain business and (ii) the failure to have such Approvals or limiting such business would have a Material Adverse Effect; and each Broker-Dealer Subsidiary and each Investment Advisor Subsidiary is in compliance with the requirements of the broker-dealer and investment advisor laws and regulations of each jurisdiction which are applicable to such subsidiary, and has filed all notices, reports, documents or other information required to be filed thereunder, in each case with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; (xiii) The sale of the Securities pursuant to this Agreement, and compliance by the Company with all of the provisions of this Agreement, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, or which affects the validity, performance or consummation of the transactions contemplated by this Agreement, nor will such action result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any of its Significant Subsidiaries or any statute or any order, rule or regulation of any court or insurance regulatory authority or other governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties, in each case other than such breaches, conflicts, violations or defaults which (other than a violation of the certificate of incorporation or by-laws or similar organizational documents of the Company or a Significant Subsidiary), individually or in the aggregate, would not have a Material Adverse Effect, and no filing, authorization, approval, order, consent, registration or qualification of or with any such court or insurance regulatory authority or other governmental agency or body is required for the sale of the Securities, except (i) the registration under the Act of the Securities; and (ii) such authorizations, approvals, orders, consents, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by Merrill Lynch; 7 8 (xiv) Other than as set forth in the Final Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party, or to which any property of the Company or any of its subsidiaries is subject, challenging the transactions contemplated by this Agreement or which, if determined adversely to the Company or its subsidiaries, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (xv) Neither the Company nor any Significant Subsidiary is in violation of any of its certificate of incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which violation or default would have, individually or in the aggregate, a Material Adverse Effect; (xvi) The statements set forth in the Final Prospectus under the caption "Description of Common Stock", insofar as they purport to constitute a summary of the terms of the Common Stock, and under the captions "Legal Proceedings Update" and "Underwriting", and under the captions "Business - Regulation", "Business - Competition" and "Legal Proceedings", which have been incorporated therein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, as updated by the Final Prospectus, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects; (xvii) The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, together with the related schedules and notes, comply in all material respects with the requirements of the Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position, the results of operations and the changes in cash flows of such entities in conformity with GAAP at the respective dates or for the respective periods to which they apply; and such financial statements and related notes and schedules, if any, have been prepared in accordance with GAAP consistently applied throughout the periods involved except for any normal year-end adjustments and except as described therein; (xviii) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder; 8 9 (xix) Neither the Company nor any Significant Subsidiary is an "investment company", as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations thereunder, although certain separate accounts of MetLife and certain Insurance Subsidiaries are required to register as investment companies under the Investment Company Act; (xx) This Agreement has been duly authorized, executed and delivered by the Company; (xxi) There are no contracts or documents which are required to be described in the Registration Statement, the Final Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and filed as required; and (xxii) None of the Company or its subsidiaries or, to the best of their knowledge, any of their directors, officers or affiliates has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Securities in violation of Regulation M under the Exchange Act. (b) Representations and Warranties by the Selling Shareholder. The Selling Shareholder represents and warrants to Merrill Lynch as of the date hereof and as of the Closing Date, and agrees with Merrill Lynch, as follows: (i) The information provided by the Selling Shareholder in (A) the Base Prospectus, which consists solely of (i) the last two sentences in the first paragraph under the caption "Selling Stockholders", (ii) the name "Santusa Holding, S.L.", and the figure "30,000,000" set forth opposite such name under the heading "Number of Shares of Common Stock Beneficially Owned Prior to this Offering", each of which appears in the table found under the caption "Selling Stockholders", and (iii) the sixth paragraph under the caption "Selling Stockholders" and (B) the Final Prospectus, which consists solely of (i) the phrase "Santusa Holding, S.L. ("Santusa"), an affiliate of Banco Santander Central Hispano, S.A." and the sentence "Santusa's address is Paseo de la Castellana 24, 28046 Madrid, Spain", each of which occurs in the initial paragraph under the caption "Selling Stockholder" in the Final Prospectus, (ii) the name "Santusa Holding, S.L.", which appears in the table found under the caption "Selling Stockholder" in the Final Prospectus and (iii) the figures "30,000,000", "25,000,000" and "5,000,000" which appear in the table found under the caption "Selling Stockholder" in the Final Prospectus, is true, correct and complete and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading. 9 10 (ii) The Selling Shareholder has the full right, power and authority to enter into this Agreement, and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder under this Agreement; the execution and delivery of this Agreement, and the sale and delivery of the Securities to be sold by the Selling Shareholder and the consummation of the transactions contemplated under this Agreement and compliance by the Selling Shareholder with its obligations under this Agreement have been duly authorized by the Selling Shareholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax (other than capital gains tax), lien, charge or encumbrance upon the Securities to be sold by the Selling Shareholder or any property or assets of the Selling Shareholder pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Selling Shareholder is a party or by which the Selling Shareholder may be bound, or to which any of the property or assets of the Selling Shareholder is subject, nor will such action result in any violation of the provisions of the charter or by-laws or other organizational instrument of the Selling Shareholder, if applicable, or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Selling Shareholder or any of its properties; (iii) The Selling Shareholder has and will at the Closing Date have good and marketable title to the Securities to be sold by the Selling Shareholder under this Agreement, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind (collectively, "Liens"), other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as contemplated in this Agreement, assuming Merrill Lynch has no notice of any adverse claim, Merrill Lynch will receive good and marketable title to the Securities purchased by it from the Selling Shareholder, free and clear of any Lien; (iv) The Selling Shareholder has not taken, and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities; (v) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the performance by the Selling Shareholder of its obligations under this Agreement, or in connection with the sale and delivery of the Securities under this Agreement or the consummation 10 11 of the transactions contemplated by this Agreement, except such as may have previously been made or obtained or as may be required under the Act or the rules thereunder or state securities laws; and (vi) During a period of 90 days from the date of the Final Prospectus, the Selling Shareholder will not, without the prior written consent of Merrill Lynch, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; the foregoing sentence shall not apply to the Securities to be sold under this Agreement. 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Selling Shareholder agrees to sell to Merrill Lynch, and Merrill Lynch agrees to purchase from the Selling Shareholder, at the purchase price set forth in Schedule A, the Securities. Immediately following the closing of purchase and sale of the Securities hereunder, Merrill Lynch shall sell to the Company, and the Company shall purchase from Merrill Lynch, 10,000,000 shares of common stock at the purchase price referred to in the immediately preceding sentence. 3. Delivery and Payment. Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the offices of Debevoise & Plimpton, 919 Third Avenue, New York, NY 10022 or at such other place as shall be agreed upon by Merrill Lynch and the Company and the Selling Shareholder, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 8), or such other time not later than ten business days after such date as shall be agreed upon by Merrill Lynch, the Selling Shareholder and the Company (such time and date of payment and delivery being herein called "Closing Date"). Payment shall be made to the Selling Shareholder by wire transfer of immediately available funds to bank accounts designated by the Selling Shareholder, against delivery to Merrill Lynch of certificates for the Securities to be purchased by Merrill Lynch. 4. Company Covenants. The Company agrees with Merrill Lynch: 11 12 (a) To prepare the Final Prospectus as amended and supplemented in relation to the Securities in a form approved by Merrill Lynch and to file timely such Final Prospectus pursuant to Rule 424(b) under the Act; to make no further amendment or any supplement to the Registration Statement or Final Prospectus as amended or supplemented after the date of this Agreement relating to the Securities and prior to the Closing Date for the Securities unless Merrill Lynch shall have had a reasonable opportunity to review and comment upon any such amendment or supplement prior to any filing thereof; to advise Merrill Lynch, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Final Prospectus or any amended Final Prospectus has been filed and to furnish Merrill Lynch with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities and, during such same period, to advise Merrill Lynch, promptly after it receives notice thereof, of (i) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Final Prospectus, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (iii) any request by the Commission for the amending or supplementing of the Registration Statement or Final Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as Merrill Lynch may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as Merrill Lynch may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject; (c) To furnish Merrill Lynch with copies of the Final Prospectus as amended or supplemented in such quantities as Merrill Lynch may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of the Securities, and if at such time any event shall have occurred as a result of which the Final Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Final Prospectus is delivered, not misleading, or, if for any other reason 12 13 it shall be necessary during such period to amend or supplement the Final Prospectus or to file under the Exchange Act any document incorporated by reference in the Final Prospectus in order to comply with the Act or the Exchange Act, to notify Merrill Lynch and upon Merrill Lynch's request to prepare and furnish without charge to Merrill Lynch and to any dealer in securities as many copies as Merrill Lynch may from time to time reasonably request of an amended Final Prospectus or a supplement to the Final Prospectus which will correct such statement or omission or effect such compliance; and the Final Prospectus and any amendments or supplements thereto furnished to Merrill Lynch will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T; (d) To make generally available to securityholders of the Company as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158); (e) During a period of 45 days from the date of the Final Prospectus not to offer, sell, contract to sell or otherwise dispose of any securities of the Company which are substantially similar to such Securities, without the prior written consent of Merrill Lynch, except that such 45-day restriction shall not prohibit (i) sale of the Securities hereunder, (ii) the issuance by the Company of any securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (iii) the Company from issuing any securities or granting any options to purchase securities pursuant to existing employee benefit plans of the Company, (iv) the Company from issuing any shares of Common Stock pursuant to any non-employee director stock plan or dividend reinvestment plan, (v) the exchange of convertible or exchangeable securities outstanding on the date hereof, (vi) the Company from issuing securities in connection with any of the Company's existing strategic alliances, (vii) the Company from publicly announcing its intention to issue, or actually issuing, securities to shareholders of another entity as consideration for the Company's acquisition of, or merger with, such entity, (viii) transfers of the Company's securities on behalf of clients, conducted in the ordinary course of its brokerage activities, or (ix) the Company from engaging in an offering of Common Stock in compliance with the provisions of the (a) Standstill Agreement, dated April 3, 2000, among Credit Suisse First Boston, Guernsey Branch, Winterthur Life and the Company, (b) the Standstill Agreement, dated April 7, 2000, between Credit Suisse Group, Guernsey Branch and the Company, (c) the Standstill Agreement, dated April 3, 2000, between Banco Santander Central Hispano, S.A. and the Company and (d) the Standstill Agreement, dated December 22, 2000, between Santusa Holding, S.L. and the Company; 13 14 (f) During a period of five years from the effective date of the Registration Statement, to furnish to Merrill Lynch copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to deliver to Merrill Lynch (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), and (ii) such additional, nonconfidential information concerning the business and financial condition of the Company as Merrill Lynch may from time to time reasonably request; and (g) To use its best efforts to maintain the listing of the Common Stock (including the Securities) on the New York Stock Exchange. 5. Fees and Expenses. (a) The Company covenants and agrees with Merrill Lynch that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, Base Prospectus, any Preliminary Prospectus and the Final Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to Merrill Lynch and dealers; (ii) the cost of printing or producing this Agreement, any Agreement among Underwriters, any Blue Sky Survey and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in Section 4(b) hereof, including the reasonable fees and disbursements of counsel for Merrill Lynch in connection with such qualification and in connection with the Blue Sky Survey; (iv) the filing fees incident to, and the fees and disbursements of counsel for Merrill Lynch in connection with, securing any required review by the NASD of the terms of the sale of the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of any transfer agent and the fees and disbursements of counsel for any such transfer agent in connection with the Securities; (vii) any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; (viii) the fees and disbursements of the Selling Shareholder's counsel and accountants; and (ix) all other costs and expenses incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 11 hereof, Merrill Lynch will pay all of its own costs and expenses, including the fees of its counsel, stock 14 15 transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (b) Except as provided in Section 5(a) hereof, the Selling Shareholder will pay (i) all expenses incident to the performance of its obligations under this Agreement, including any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Securities to Merrill Lynch and (ii) the reasonable fees, disbursements and expenses of counsel to Merrill Lynch, except to the extent required to be paid by the Company pursuant to Section 5(a). (c) The provisions of this Section shall not affect any agreement that the Company and the Selling Shareholder may make for the sharing of such costs and expenses. 6. Conditions to Merrill Lynch's Obligations. The obligations of Merrill Lynch under this Agreement shall be subject, in its discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Shareholder herein or in certificates of any officer of the Company or any subsidiary of the Company or on behalf of the Selling Shareholder delivered pursuant to the provisions hereof are, at and as of the Closing Date, true and correct, the condition that the Company shall have performed all of its obligations hereunder to be performed at or before the Closing Date, and the following additional conditions: (a) The Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to Merrill Lynch's reasonable satisfaction; (b) Debevoise & Plimpton, counsel for Merrill Lynch, shall have furnished to Merrill Lynch such written opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related matters as Merrill Lynch may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Company, shall have furnished to Merrill Lynch their written opinion, dated such 15 16 Closing Date, in form and substance reasonably satisfactory to Merrill Lynch, substantially in the form attached to this Agreement as Exhibit A-1. Insofar as such opinion involves factual matters, such counsel may rely, to the extent such counsel deems proper, upon certificates of officers of the Company and its subsidiaries and certificates of public officials; (d) At the Closing Date, Merrill Lynch shall have received the favorable opinions, each dated as of the Closing Date, of the general counsel of the Selling Shareholder and Davis Polk & Wardwell, special counsel for the Selling Shareholder, each in form and substance satisfactory to counsel for Merrill Lynch, to the effect set forth in Exhibits A-2 and A-3 hereto, respectively, and to such other effect as counsel for Merrill Lynch may reasonably request; (e) Gary A. Beller, Senior Executive Vice-President and General Counsel of the Company, shall have furnished to Merrill Lynch his written opinion, dated the Closing Date, in form and substance reasonably satisfactory to Merrill Lynch, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct its business as described in the Final Prospectus; (ii) The Company has an authorized capitalization as set forth in the Final Prospectus, and all of the issued shares of capital stock of the Company including, without limitation, the Securities to be sold by the Selling Shareholder have been duly authorized and validly issued and are fully paid and nonassessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company; stockholders of the Company have no preemptive rights with respect to the Securities arising out of the certificate of incorporation or the by-laws of the Company or the Delaware General Corporation Law ("DGCL"); except as disclosed in the Final Prospectus, there are no rights of any person, corporation or other entity to require registration of any shares of the Common Stock or any other securities in connection with the filing of the Registration Statement and the issuance and sale to Merrill Lynch pursuant to this Agreement; the Securities conform in all material respects to the description of the Common Stock contained in the Final Prospectus; (iii) Each Significant Subsidiary has been duly incorporated and is validly existing as a corporation and is in good standing under the laws of its jurisdiction of incorporation, with the corporate power and authority 16 17 to own its properties and conduct its business as described in the Final Prospectus; and all issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, and (except as described in the Final Prospectus and except for directors' qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, other than any lien, encumbrance, equity or claim which would not have a Material Adverse Effect; (iv) The Company and each Significant Subsidiary has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect; (v) Each Insurance Subsidiary is duly organized and licensed as an insurance company in its jurisdiction of incorporation, and is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized to conduct its business as described in the Final Prospectus, in each case with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; except as otherwise described in the Final Prospectus, each Insurance Subsidiary has all other Approvals of and from all insurance regulatory authorities to conduct its business, with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; to such counsel's knowledge, there is no pending or threatened action, suit, proceeding or investigation that could reasonably be expected to lead to the revocation, termination or suspension of any such Approval, the revocation, termination or suspension of which would have, individually or in the aggregate, a Material Adverse Effect; and, to such counsel's knowledge, no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any Insurance Subsidiary to its parent which would have, individually or in the aggregate, a Material Adverse Effect; (vi) The Company and each Significant Subsidiary has all necessary Approvals from, and has made all Filings with, all insurance regulatory authorities, all Federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, which are necessary to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Final Prospectus, except where the failure to have such Approvals or to make 17 18 such Filings would not have, individually or in the aggregate, a Material Adverse Effect; to such counsel's knowledge, all such Approvals and Filings are in full force and effect and neither the Company nor any Significant Subsidiary has received any notice of any event, inquiry, investigation or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Approval or otherwise impose any limitation on the conduct of the business of the Company or any such Subsidiary, except as described in the Final Prospectus or any such suspension, revocation or limitation which would not have, individually or in the aggregate, a Material Adverse Effect; (vii) Each Broker-Dealer Subsidiary and each Investment Advisor Subsidiary is duly licensed or registered as a broker-dealer or investment advisor, as the case may be, in each jurisdiction where it is required to be so licensed or registered to conduct its business, in each case, with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; each Broker-Dealer Subsidiary and each Investment Advisor Subsidiary has all other necessary Approvals of and from all applicable regulatory authorities, including any self-regulatory organization, to conduct its business, in each case with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; except as otherwise described in the Final Prospectus, to such counsel's knowledge, no Broker-Dealer Subsidiary or Investment Advisor Subsidiary has received any notification from any applicable regulatory authority to the effect that any additional Approvals from such regulatory authority are needed to be obtained by such subsidiary in any case where it could be reasonably expected that (i) such Broker-Dealer Subsidiary or Investment Advisor Subsidiary would in fact be required either to obtain any such additional Approvals or cease or otherwise limit engaging in certain business and (ii) the failure to have such Approvals or limiting such business would have a Material Adverse Effect; (viii) To such counsel's knowledge and other than as set forth in the Final Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or to which any property of the Company or any of its Significant Subsidiaries is subject which, if determined adversely to the Company or any of its Significant Subsidiaries, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and, to such counsel's knowledge and other than as described or contemplated in the Final Prospectus, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; 18 19 (ix) This Agreement has been duly authorized, executed and delivered by the Company; (x) Neither the Company nor any Significant Subsidiary is an "investment company" required to be registered under the Investment Company Act, although certain separate accounts of MetLife and its subsidiaries are required to register as investment companies under the Investment Company Act; (xi) The sale of the Securities and the compliance by the Company with all of the provisions of this Agreement, and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which, to the knowledge of such counsel, the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, or which affects the validity, performance or consummation of the transactions contemplated by this Agreement, except for such conflicts, breaches, violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect and would not adversely affect the validity or performance of this Agreement, nor will such action result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any Significant Subsidiary or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, any of its Significant Subsidiaries or any of their respective properties; provided, that no opinion need be given with respect to (i) the Act, the Exchange Act, the rules and regulations issued pursuant to each such act, or any order, rule or regulation made or established by any insurance official or regulatory authority or the NASD or (ii) any state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by Merrill Lynch; (xii) The Company and each Significant Subsidiary has made all Filings required to be made pursuant to, and has obtained all Approvals required to be obtained under any law or regulation of the United States or any state thereof for the sale by the Selling Shareholder of the Securities, the compliance by the Company with all provisions of this Agreement, and the consummation of the transactions herein and therein contemplated, except for such Filings and Approvals (i) as may be required under state securities, insurance securities or Blue Sky laws in connection with the 19 20 purchase and distribution of the Securities by Merrill Lynch, or (ii) individually or in the aggregate, as would not affect the validity, performance of, or adversely affect the consummation of, the transactions contemplated by this Agreement or would not have a Material Adverse Effect; (xiii) To such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; and (xiv) The statements set forth in the Final Prospectus under the caption "Legal Proceedings Update", and under the captions "Business - Regulation", "Business - Competition" and "Legal Proceedings", which have been incorporated therein by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, as updated by the Final Prospectus, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects. Such counsel shall also state that while he has not himself checked the accuracy and completeness of, or otherwise verified, and is not passing upon and assumes no responsibility for the accuracy or completeness of, the statements contained in the Registration Statement or the Final Prospectus, except to the limited extent stated in clause (xiv) of this Section 6(e), no facts have come to the attention of such counsel which have led such counsel to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Company prior to such Closing Date (other than the financial statements and schedules and other financial information contained therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date and as of such Closing Date, the Final Prospectus or any further amendment or supplement thereto made by the Company prior to such Closing Date (other than the financial statements and schedules and other financial information contained therein, as to which such counsel need express no opinion) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and such counsel does not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Final Prospectus which are not filed or described as required. 20 21 In rendering such opinion, such counsel may state that such counsel is admitted to practice law in the State of New York and that he expresses no opinion as to the laws of any jurisdiction other than the United States, the State of New York and the DGCL; and such counsel shall be entitled to rely in respect of the above opinions upon opinions of local or in-house counsel of the Company or its subsidiaries and in respect of matters of fact upon certificates of officers of the Company or its subsidiaries, provided that such counsel shall state that such counsel believes that both Merrill Lynch and such counsel are justified in relying upon such opinions and certificates. (f) At the Closing Date, Merrill Lynch shall have received a certificate of the Selling Shareholder, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Date and (ii) the Selling Shareholder has complied in all respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Date; (g) The Company will furnish Merrill Lynch with such conformed copies of such opinions, certificates, letters and documents as Merrill Lynch reasonably requests; (h) On the date of the Final Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and at the Closing Date, Deloitte & Touche LLP shall have furnished to Merrill Lynch a letter, dated the respective dates of delivery thereof, in form and substance reasonably satisfactory to you, confirming that they are independent public accountants with respect to the Company and the Company's subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Exhibit A-4 hereto; (i) Merrill Lynch shall have received from Deloitte & Touche LLP (and furnished to you in form and substance satisfactory to you) a review report with respect to "Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company", as set forth in the Company's most recent reports on Forms 10-K and 10-Q, respectively, in accordance with Statement on Standards for Attestation Engagement No. 8 issued by the Auditing Standards Board of the American Institute of Certified Public Accountants; (j) Neither the Company nor any Significant Subsidiary shall have sustained (i) since the date of the latest audited financial statements included or 21 22 incorporated by reference in the Final Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Final Prospectus, and (ii) since the respective dates as of which information is given in the Final Prospectus, there shall not have been any change in the surplus of MetLife or the capital stock of the Company or any increase in the long-term debt of the Company and its respective subsidiaries considered as a whole, or any change, or any development involving a prospective change, in or affecting the business, financial position, stockholders' equity or results of operations of the Company and the Significant Subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Final Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of Merrill Lynch so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Final Prospectus; (k) On or after the date of this Agreement, (i) no downgrading shall have occurred in the rating accorded the debt securities of the Company or any Significant Subsidiary or the financial strength or claims paying ability of the Company or any of its Significant Subsidiaries by A.M. Best & Co. or any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt security or the financial strength or the claims paying ability of the Company or any Significant Subsidiary, the effect of which, in any such case described in clause (i) or (ii), is so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Final Prospectus; (l) On or after the date of this Agreement, there shall not have occurred any of the following: (i) a change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of Merrill Lynch, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Securities, whether in the primary market or in respect of dealings in the secondary market; (ii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (iii) a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange; (iv) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (v) the material outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national 22 23 emergency or war, if the effect of any such event specified in this clause (v) in the judgment of Merrill Lynch makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities being delivered on the Closing Date on the terms and in the manner contemplated in the Final Prospectus; (m) The Securities shall continue to be duly listed on the New York Stock Exchange; (n) The Company shall have complied with any request by Merrill Lynch with respect to the furnishing of copies of the Final Prospectus in compliance with the provisions of Section 4(c) hereof; (o) At the date of this Agreement, Merrill Lynch shall have received a Form W-8 or W-9, as required, signed by the Selling Shareholder; (p) At the Closing Date, Merrill Lynch shall have received a certificate of the Company, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Company contained in Section 1(a) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Date and (ii) the Company has complied in all respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Date; (q) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements; and (r) The Company shall have become in good standing in the State of Delaware. 7. Indemnification and Contribution. (a) The Company will indemnify and hold harmless Merrill Lynch, its partners, directors and officers, the Selling Shareholder, its directors and officers and each person, if any, who controls Merrill Lynch or the Selling Shareholder within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which Merrill Lynch or the Selling Shareholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Final Prospectus and any other prospectus relating to the Securities, or any amendment or supplement (when considered together with the document to which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact 23 24 required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each of Merrill Lynch and the Selling Shareholder for any legal or other expenses reasonably incurred by each of Merrill Lynch and the Selling Shareholder in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Final Prospectus and any other prospectus relating to the Securities, or any such amendment or supplement(s) in reliance upon and in conformity with written information furnished to the Company by Merrill Lynch expressly for use in the Final Prospectus; provided, further, that the Company shall not be liable to Merrill Lynch under this Section 7(a) with respect to any Preliminary Prospectus to the extent that a court of competent jurisdiction has found by final and nonappealable order that any such loss, claim, damage or liability of Merrill Lynch results from the fact that Merrill Lynch sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Final Prospectus as then amended or supplemented (it being understood that if at the time of any such claim Merrill Lynch shall certify that it has sent or given the Final Prospectus as then amended or supplemented to any person making such claim at or prior to the written confirmation of such sale, it shall be presumed that such Final Prospectus has been so sent or given unless the Company shall have sustained the burden of proving, in a court of competent jurisdiction by a final and nonappealable order, that the facts are otherwise), if (i) such delivery to such person is required by Section 5 of the Act, (ii) the Company has furnished copies of such Final Prospectus as amended or supplemented to Merrill Lynch a reasonable period of time prior to Merrill Lynch being required so to deliver such Final Prospectus as amended or supplemented and (iii) the untrue or alleged untrue statement or omission or alleged omission of material fact contained in the Preliminary Prospectus was corrected by such Final Prospectus as amended or supplemented. (b) The Selling Shareholder will indemnify and hold harmless the Company, Merrill Lynch, the partners, directors and officers of the Company and Merrill Lynch and each person, if any, who controls the Company or Merrill Lynch within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to information relating to the Selling Shareholder and furnished in writing by or on behalf of the Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto); provided that the Selling Shareholder shall not be liable under this Section 7(b) with respect to any Preliminary Prospectus to the extent that a court of competent jurisdiction has found by final and nonappealable order that any such loss, claim, damage or liability results from 24 25 the fact that Merrill Lynch sold Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Final Prospectus as then amended or supplemented (it being understood that if at the time of any such claim Merrill Lynch shall certify that it has sent or given the Final Prospectus as then amended or supplemented to any person making such claim at or prior to the written confirmation of such sale, it shall be presumed that such Final Prospectus has been so sent or given unless the Selling Shareholder shall have sustained the burden of proving, in a court of competent jurisdiction by a final and nonappealable order, that the facts are otherwise), if (i) such delivery to such person is required by Section 5 of the Act and (ii) the untrue or alleged untrue statements or omission or alleged omission of material fact contained in such prospectus was subsequently corrected by the Selling Shareholder by timely providing to the Company the information necessary to correct such untrue statement or omission. (c) Merrill Lynch will indemnify and hold harmless the Company, its directors and officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and the Selling Shareholder, its directors and officers and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or the Selling Shareholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Final Prospectus and any other prospectus relating to the Securities, or any amendment or supplement (when considered together with the document to which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Final Prospectus and any other prospectus relating to the Securities, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company or the Selling Shareholder by Merrill Lynch expressly for use therein; and will reimburse the Company and the Selling Shareholder for any legal or other expenses reasonably incurred by the Company and the Selling Shareholder in connection with investigating or defending any such action or claim as such expenses are incurred. (d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; the omission so to notify the indemnifying party shall relieve it from any liability which it 25 26 may have to any indemnified party under such subsection, to the extent the indemnifying party is actually prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party or any other indemnified party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (e) The provisions of this Section shall not affect any separate agreement between the Company and the Selling Shareholder with respect to indemnification. (f) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other from the offering of the Securities to which any such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party or parties on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. For purposes of determining the relative benefits received by the parties hereto in connection with such 26 27 offering, such parties shall be deemed to have received the following benefits only: the Company shall be deemed to have received the total proceeds (before deducting expenses) received by the Selling Shareholder, as set forth on the cover page of the Final Prospectus (the "Total Proceeds"), the Selling Shareholder shall be deemed to have received no such proceeds, and Merrill Lynch shall be deemed to have received the Total Discount, as defined below; provided, however, that in respect of the obligation of the Selling Shareholder to contribute to the amount paid or payable by an indemnified party under Section 7(b) hereof, or in respect of the obligation of Merrill Lynch to contribute to the amount paid or payable by the Selling Shareholder under Section 7(c) hereof (where the Selling Shareholder is the only indemnified party under such Section 7(c)), the Selling Shareholder shall be deemed to have received the Total Proceeds. As used herein, the term "Total Discount" means the difference between the aggregate prices at which the Securities are sold by Merrill Lynch and the Total Proceeds. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, by the Selling Shareholder or Merrill Lynch and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Shareholder and Merrill Lynch agree that it would not be just and equitable if contributions pursuant to this subsection (f) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (f). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (f) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (f): (i) Merrill Lynch shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which Merrill Lynch has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission; and (ii) any liability of the Selling Shareholder under this contribution agreement shall be only with respect to information relating to such party and furnished in writing by or on behalf of such party expressly for use in the Registration Statement (or any amendment thereto), any Preliminary Prospectus or the Final Prospectus (or any amendment or supplement thereto). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (g) The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls Merrill Lynch within the meaning of the Act. The obligations of Merrill Lynch under this Section 7 shall be in 27 28 addition to any liability which Merrill Lynch may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his consent, is named in the Registration Statement as about to become a director of the Company) and of the Selling Shareholder and to each person, if any, who controls the Company and the Selling Shareholder within the meaning of the Act. (h) The provisions of this Section shall not affect any separate agreement between the Company and the Selling Shareholder with respect to contribution. 8. Intentionally Deleted. 9. Default by the Selling Shareholder. If the Selling Shareholder shall fail at the Closing Date to sell and deliver the number of Securities which the Selling Shareholder is obligated to sell hereunder, then Merrill Lynch may, at its option, by notice from Merrill Lynch to the Company, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 5 and 7 shall remain in full force and effect or (b) elect to purchase the Securities which the Selling Shareholder has agreed to sell hereunder. No action taken pursuant to this Section 9 shall relieve the Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by the Selling Shareholder as referred to in this Section 9, Merrill Lynch shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements. 10. Survival. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Shareholder and Merrill Lynch, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of Merrill Lynch or any controlling person of Merrill Lynch, the Company or any officer or director or controlling person of the Company or the Selling Shareholder or any officer or director or controlling person of the Selling Shareholder and shall survive delivery of and payment for the Securities. 11. Effect of Termination of this Agreement or Nondelivery of Securities. If for any reason the Securities are not delivered by or on behalf of the Selling Shareholder as provided herein, the Selling Shareholder will reimburse Merrill Lynch for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by Merrill Lynch in making preparations for the purchase, sale and delivery of the Securities, but the Selling Shareholder shall then be under no further liability to Merrill Lynch in respect of the Securities except as provided in Sections 5 and 7 hereof. 28 29 12. Intentionally Deleted. 13. Notices. All statements, requests, notices and agreements hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication; notices to Merrill Lynch shall be directed to Merrill Lynch at North Tower, World Financial Center, New York, New York 10281-1201, attention of Syndicate Operations with a copy to Debevoise & Plimpton, 919 Third Avenue, New York, New York 10022, attention of James C. Scoville, Esq.; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; and notices to the Selling Shareholder at Banco Santander Central Hispano, S.A., Paseo de la Castellana 24, 28046 Madrid, Spain, attention Jose Manuel Araluce. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. 14. Successors and Assigns. This Agreement shall be binding upon, and inure solely to the benefit of, Merrill Lynch, the Company, the Selling Shareholder and, to the extent provided in Sections 7 and 10 hereof, the officers and directors of the Company and the Selling Shareholder and each person who controls the Company, the Selling Shareholder or Merrill Lynch, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from Merrill Lynch shall be deemed a successor or assign by reason merely of such purchase. 15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 16. Consent to Jurisdiction. The Company and the Selling Shareholder agree that any legal suit, action or proceeding against the Company or the Selling Shareholder brought by Merrill Lynch or by any person, if any, who controls Merrill Lynch within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or federal court in the Borough of Manhattan, The City of New York, New York, and, to the fullest extent permitted by applicable law, waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Selling Shareholder has appointed Banco Santander Central Hispano, S.A. (New York Branch), 45 East 53rd Street, New York, New York 10022, as its authorized agent (the "Authorized Agent") upon whom process may be served in any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby which may be instituted in any State or federal court in the Borough of Manhattan, The City of New York, New York, by Merrill Lynch, or controlling person and expressly accepts the non-exclusive jurisdiction of any such 29 30 court in respect of any such action. Such appointment shall be irrevocable. The Selling Shareholder represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Selling Shareholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Selling Shareholder. Nothing in this Section 16 shall affect the right of Merrill Lynch to serve process in any manner permitted by law, or limit any right to bring proceedings against the Selling Shareholder or any of its subsidiaries in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 17. Counterparts. This Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 30 31 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Selling Shareholder a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among Merrill Lynch and the Company and the Selling Shareholder in accordance with its terms. Very truly yours, METLIFE, INC. By: /s/ Stewart G. Nagler ----------------------------------------- Name: Stewart G. Nagler Title: Vice-Chairman of the Board and Chief Financial Officer SANTUSA HOLDING, S.L. By: /s/ Jose Manuel de Araluce ----------------------------------------- Name: Jose Manuel de Araluce Title: Director de Asesoria Institucional CONFIRMED AND ACCEPTED, as of the date first above written: MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ William Egan ----------------------------------------------- Authorized Signatory 31 32 SCHEDULE A METLIFE, INC. 25,000,000 SHARES OF COMMON STOCK (Par Value $.01 Per Share) The purchase price per share for the Securities to be paid by Merrill Lynch shall be $28.25. Sch. A-1 33 SCHEDULE B SIGNIFICANT SUBSIDIARIES Metropolitan Life Insurance Company (NY) GenAmerica Financial Corporation (MO) General American Life Insurance Company (MO) Reinsurance Group of America, Incorporated (MO) New England Life Insurance Company (MA) Metropolitan Property and Casualty Insurance Company (RI) State Street Research & Management Company (DE) Sch. B-1 34 EXHIBIT A-1 FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP TO BE DELIVERED PURSUANT TO SECTION 6(c) TO BE ATTACHED Ex. A-1-1 35 EXHIBIT A-2 FORM OF OPINION OF GENERAL COUNSEL TO THE SELLING SHAREHOLDER TO BE DELIVERED PURSUANT TO SECTION 6(d) (i) No filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, (other than the issuance of the order of the Commission declaring the Registration Statement effective and such authorizations, approvals or consents as may be necessary under state securities laws, as to which such counsel need express no opinion) is necessary or required to be obtained by the Selling Shareholder for the performance by the Selling Shareholder of its obligations under this Agreement, or in connection with the offer, sale or delivery of the Securities. (ii) This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Shareholder. (iii) The execution, delivery and performance of this Agreement and the sale and delivery of the Securities and the consummation of the transactions contemplated in the Underwriting Agreement and in the Registration Statement and compliance by the Selling Shareholder with its obligations under the Underwriting Agreement have been duly authorized by all necessary action on the part of the Selling Shareholder and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon the Securities or any property or assets of the Selling Shareholder pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other instrument or agreement to which the Selling Shareholder is a party or by which it may be bound, or to which any of the property or assets of the Selling Shareholder may be subject nor will such action result in any violation of the provisions of the charter or by-laws of the Selling Shareholder, if applicable, or any law, administrative regulation, judgment or order of any governmental agency or body or any administrative or court decree having jurisdiction over the Selling Shareholder or any of its properties. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). Ex. A-2-1 36 EXHIBIT A-3 FORM OF OPINION OF DAVIS, POLK & WARDWELL TO THE SELLING SHAREHOLDER TO BE DELIVERED PURSUANT TO SECTION 6(d) (i) The execution, delivery and performance of this Agreement and the sale and delivery of the Securities and the consummation of the transactions contemplated in the Underwriting Agreement and in the Registration Statement and compliance by the Selling Shareholder with its obligations under the Underwriting Agreement will not result in any violation of any New York or Federal law or administrative regulation, that in the experience of such counsel is normally applicable to general business corporations in relation to transactions of the type contemplated in this Agreement. (ii) Upon payment for the Securities to be sold by the Selling Shareholder to Merrill Lynch as provided in the Underwriting Agreement, the delivery of such Securities to Cede & Co. ("Cede") or such nominee as may be designated by The Depository Trust Company ("DTC"), the registration of such Securities in the name of Cede or such other nominee and the crediting of such Securities on the records of DTC to security accounts in the name of Merrill Lynch (assuming that neither DTC nor Merrill Lynch has notice of any adverse claim (as such phrase is defined in Section 8-105 of the Uniform Commercial Code as in effect in the State of New York (the "UCC")) to such Securities or any security entitlement in respect thereof), (A) DTC shall be a "protected purchaser" of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, Merrill Lynch will acquire a security entitlement in respect of such Securities and (C) no action based on any "adverse claim" (as defined in Section 8-102 of the UCC) to such security entitlement may be asserted against Merrill Lynch; it being understood that for purposes of this opinion, we have assumed that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or such other nominee as may be designated by DTC, in each case on the Company's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a "clearing corporation" within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the securities account or accounts in the name of Merrill Lynch on the records of DTC will have been made pursuant to the UCC. Such opinion shall not state that it is to be governed or qualified by, or that it is otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991). Ex. A-3-1 37 EXHIBIT A-4 FORM OF LETTER OF DELOITTE & TOUCHE LLP TO BE DELIVERED PURSUANT TO SECTION 6(h) TO BE ATTACHED. Ex. A-4-1 EX-99.1 4 e49899ex99-1.txt PROSPECTUS SUPPLEMENT 1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-62782 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JUNE 29, 2001) 25,000,000 SHARES METLIFE, INC. COMMON STOCK ---------------------- The selling stockholder named in this prospectus supplement is selling all of the shares. MetLife, Inc. will not receive any proceeds from the sale of shares of the common stock by the selling stockholder. MetLife, Inc.'s common stock is listed and traded on the New York Stock Exchange under the symbol "MET." The last reported sale price of the common stock on the New York Stock Exchange on August 7, 2001 was $29.05 per share. ---------------------- The underwriter has agreed to purchase the shares from the selling stockholder for $28.25 per share. The proceeds to the selling stockholder from the sale will be $706,250,000. MetLife, Inc. has agreed to purchase 10,000,000 of the shares from the underwriter at $28.25 per share. The remaining 15,000,000 shares may be offered by the underwriter from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. None of the Securities and Exchange Commission, any state securities commission, the New York Superintendent of Insurance or any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of common stock will be ready for delivery on or about August 13, 2001. ---------------------- MERRILL LYNCH & CO. ---------------------- The date of this prospectus supplement is August 7, 2001. 2 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE ---- Incorporation by Reference.................................. S-3 MetLife, Inc................................................ S-4 Legal Proceedings Update.................................... S-4 Selling Stockholder......................................... S-5 Underwriting................................................ S-6 Legal Opinions.............................................. S-8
PROSPECTUS
PAGE ---- About This Prospectus....................................... 3 Where You Can Find More Information......................... 3 Special Note Regarding Forward-Looking Statements........... 5 MetLife, Inc................................................ 6 Use of Proceeds............................................. 6 Description of Common Stock................................. 6 Selling Stockholders........................................ 13 Plan of Distribution........................................ 15 Legal Opinions.............................................. 16 Experts..................................................... 16
---------------------- You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we, the selling stockholder nor the underwriter have authorized anyone to provide you with different information. If anyone provided you with different or inconsistent information, you should not rely on it. Neither we, the selling stockholder nor the underwriter are making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. S-2 3 INCORPORATION BY REFERENCE Unless otherwise stated or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to "MetLife," "we," "our," or "us" refer to MetLife, Inc., together with Metropolitan Life Insurance Company ("Metropolitan Life"), and their respective direct and indirect subsidiaries, while references to "MetLife, Inc." refer only to the holding company on an unconsolidated basis. MetLife, Inc. has filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, with respect to the shares of common stock offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement and the accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits thereto. For further information with respect to MetLife, Inc. and the shares of common stock offered hereby, reference is made to the registration statement and the exhibits filed with the registration statement. MetLife, Inc. files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information, including the registration statement of which the accompanying prospectus is a part, can be read and copied at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including MetLife, Inc. MetLife, Inc.'s common stock is listed and traded on the New York Stock Exchange. These reports, proxy and information statements and other information can also be read at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The SEC allows "incorporation by reference" into this prospectus supplement and the accompanying prospectus of information that MetLife, Inc. files with the SEC. This permits MetLife, Inc. to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus supplement and the accompanying prospectus, and any information filed with the SEC subsequent to the date of this prospectus supplement and the accompanying prospectus will automatically be deemed to update and supersede this information. In addition to those documents incorporated by reference in the accompanying prospectus, MetLife, Inc. incorporates by reference the following documents which have been filed with the SEC: - Annual Report on Form 11-K for the year ended December 31, 2000; and - Current Report on Form 8-K dated August 7, 2001. MetLife, Inc. incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until termination of the offering of securities by this prospectus supplement and the accompanying prospectus. MetLife, Inc. will provide without charge upon written or oral request, a copy of any or all of the documents which are incorporated by reference into this prospectus supplement and the accompanying prospectus, other than exhibits which are specifically incorporated by reference into those documents. Requests should be directed to Investor Relations, MetLife, Inc., One Madison Avenue, New York, New York 10010-3690 (telephone number 1-800-649-3593). You may also obtain some of the documents incorporated by reference into this prospectus supplement and the accompanying prospectus at MetLife's website, www.metlife.com. This is an inactive textual reference only, and you should be aware that the information contained on MetLife's website is not a part of this document or the accompanying prospectus. S-3 4 METLIFE, INC. We are a leading provider of insurance and financial services to a broad spectrum of individual and institutional customers. We currently provide individual insurance, annuities and investment products to approximately nine million households, or one of every 11 households in the U.S. We also provide group insurance and retirement and savings products and services to corporations and other institutions, including 87 of the FORTUNE 100 largest companies. Our institutional clients have approximately 33 million employees and members. We distribute our products and services nationwide through multiple channels, with the primary distribution systems being our core career agency system, our general agency distribution systems, our regional sales forces, our dedicated sales forces, financial intermediaries, independent agents and product specialists. We operate in the international markets that we serve through subsidiaries and joint ventures. Our international segment focuses on the Asia/Pacific region, Latin America and selected European countries and currently has insurance operations in twelve countries. MetLife, Inc. is incorporated under the laws of the State of Delaware. Its principal executive offices are located at One Madison Avenue, New York, New York 10010-3690. Its telephone number is (212) 578-2211. LEGAL PROCEEDINGS UPDATE The following should be read in conjunction with MetLife, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000 and MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, both of which have been filed with the Securities and Exchange Commission and are incorporated by reference in this prospectus supplement and the accompanying prospectus. We believe adequate provision has been made in our unaudited interim condensed consolidated financial statements for all reasonably probable and estimable losses for asbestos-related claims. Estimates of our asbestos exposure can be uncertain due to the limitations of available data and the difficulty of predicting with any certainty numerous variables that can affect liability estimates, including the number of future claims, the cost to resolve claims and the impact of any possible future adverse verdicts and their amounts. Recent bankruptcies of other companies involved in asbestos litigation, as well as advertising by plaintiffs' asbestos lawyers, may be resulting in an increase in the number of claims and the cost of resolving claims, as well as the number of trials and possible verdicts Metropolitan Life may experience. Plaintiffs are seeking additional funds from defendants, including Metropolitan Life, in light of such recent bankruptcies by certain other defendants. As reported in MetLife, Inc.'s Annual Report on Form 10-K, Metropolitan Life received approximately 54,500 asbestos-related claims in 2000. During the first six months of 2001, Metropolitan Life received approximately 34,600 asbestos-related claims. Metropolitan Life is studying its recent claims experience and numerous variables that can affect its asbestos liability exposure, including the recent bankruptcies of other companies involved in asbestos litigation and legislative and judicial developments, to identify trends and to assess their impact on its previously recorded asbestos liability. It is reasonably possible that our total exposure to asbestos claims may be greater than the liability recorded in our financial statements and that future charges to income may be necessary. While the potential future charges could be material in particular quarterly or annual periods in which they are recorded, based on information currently known by management, it does not believe any such charges are likely to have a material adverse effect on our consolidated financial position. As previously reported by MetLife, Inc., three lawsuits were filed against Metropolitan Life in 2000 in the United States District Courts for the Southern District of New York, for the Eastern District of Louisiana, and for the District of Kansas alleging racial discrimination in the marketing, sale, and administration of life insurance policies, including "industrial" life insurance policies sold by Metropolitan Life decades ago. Metropolitan Life successfully transferred the Louisiana and Kansas actions to the Southern District of New York where the three cases have been consolidated. A fourth case, originally filed in the United States District Court for the Southern District of Illinois in 2001, also has been transferred to the Southern District of New York. The plaintiffs in these actions seek unspecified monetary damages, punitive damages, reformation, imposition of a constructive trust, a declaration that the alleged practices are discriminatory and illegal, injunctive relief requiring Metropolitan Life to discontinue the S-4 5 alleged discriminatory practices and adjust policy values, and other relief. Discovery has been underway since late 2000. At the outset of discovery, Metropolitan Life moved for summary judgment on statute of limitations grounds. On June 27, 2001, the District Court denied that motion, citing, among other things, ongoing discovery on relevant subjects. The ruling does not prevent Metropolitan Life from continuing to pursue a statute of limitations defense. Plaintiffs have moved for certification of a class consisting of all non-Caucasian policyholders who were purportedly harmed by the practices alleged in the complaint. Metropolitan Life has opposed the class certification motion, but no hearing date has yet been set. These cases are scheduled for trial in January 2002. Metropolitan Life believes it has meritorious defenses and is contesting vigorously plaintiffs' claims. As reported in MetLife, Inc.'s Annual Report on Form 10-K, several lawsuits were brought in 2000 challenging the fairness of Metropolitan Life's plan of reorganization and the adequacy and accuracy of Metropolitan Life's disclosure to policyholders regarding the plan. Three purported class actions were filed in the United States District Court for the Eastern District of New York claiming violation of the Securities Act of 1933. Metropolitan Life's motion to dismiss these three cases was denied on July 23, 2001. A purported class action was also filed in the United States District Court for the Southern District of New York seeking damages from Metropolitan Life and MetLife, Inc. for alleged violations of various provisions of the Constitution of the United States in connection with the plan of reorganization. On July 9, 2001, pursuant to a motion to dismiss filed by Metropolitan Life, this case was dismissed by the District Court. Plaintiffs have since noticed an appeal to the United States Court of Appeals for the Second Circuit. Metropolitan Life, MetLife, Inc. and the individual defendants believe they have meritorious defenses to the plaintiffs' claims and are contesting vigorously all of the plaintiffs' claims in these actions. Various litigation, claims and assessments against us, in addition to those discussed above and those otherwise discussed in the documents incorporated by reference herein, and provided for in our unaudited interim condensed consolidated financial statements, have arisen in the course of our business, including, but not limited to, in connection with our activities as an insurer, employer, investor, investment advisor and taxpayer. Further, state insurance regulatory authorities and other Federal and state authorities regularly make inquiries and conduct investigations concerning our compliance with applicable insurance and other laws and regulations. It is not feasible to predict or determine the ultimate outcome of all pending investigations and legal proceedings or provide reasonable ranges of potential losses. In some of the matters referred to above, very large and/or indeterminate amounts, including punitive and treble damages, are sought. Although in light of these considerations it is possible that an adverse outcome in certain cases could have a material adverse effect upon our consolidated financial position, based on information currently known by our management, in its opinion, the outcomes of such pending investigations and legal proceedings are not likely to have such an effect. However, given the large and/or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on our operating results or cash flows in particular quarterly or annual periods. SELLING STOCKHOLDER This prospectus supplement relates to the offering of 25,000,000 shares of MetLife, Inc.'s common stock by Santusa Holding, S.L. ("Santusa"), an affiliate of Banco Santander Central Hispano, S.A. The following table sets forth, as of August 3, 2001, information regarding Santusa's beneficial ownership of MetLife, Inc.'s common stock, both before and after completion of the offering. Santusa's address is Paseo de la Castellana 24, 28046 Madrid, Spain.
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED BEFORE OFFERING AFTER OFFERING NAME OF SELLING ------------------------- SHARES -------------------------- STOCKHOLDER NUMBER PERCENTAGE* OFFERED NUMBER PERCENTAGE* - --------------- ---------- ----------- ---------- ---------- ------------ Santusa Holding, S.L. ............. 30,000,000 4.04% 25,000,000 5,000,000 0.67%
- --------------- * Beneficial ownership is based upon 742,464,195 shares of MetLife, Inc.'s common stock outstanding as of August 3, 2001. S-5 6 UNDERWRITING GENERAL Subject to the terms and conditions described in an underwriting agreement among MetLife, Inc., the selling stockholder and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter, the selling stockholder has agreed to sell to the underwriter, and the underwriter has agreed to purchase from the selling stockholder, 25,000,000 shares of common stock at $28.25 per share. MetLife, Inc. has agreed to purchase 10,000,000 of these shares from the underwriter at $28.25 per share. The underwriter has agreed to purchase all of the shares of common stock sold under the underwriting agreement if any of these shares are purchased. MetLife, Inc. and the selling stockholder have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriter may be required to make in respect of those liabilities. The underwriter is offering the shares of common stock, subject to prior sale, when, as and if accepted by it, subject to approval of legal matters by its counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriter of officer's certificates and legal opinions. The underwriter reserves the right to withdraw, cancel or modify such offer and to reject orders in whole or in part. The proceeds to the selling stockholder from the sale of the shares of common stock will be $706,250,000. MetLife, Inc. will not receive any proceeds from the sale of the shares of common stock by the selling stockholder. The expenses of the offering are estimated at $500,000 and are payable by MetLife, Inc. The selling stockholder has agreed to reimburse the underwriter for certain of its expenses not paid by MetLife, Inc. The distribution of the 15,000,000 shares of common stock by the underwriter may be effected from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of any shares of common stock hereby, the underwriter may be deemed to have received compensation from the selling stockholder equal to the difference between the amount received by the underwriter upon the sale of such common stock and the price at which the underwriter purchased such common stock from the selling stockholder. In addition, if the underwriter sells common stock to or through certain dealers, such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriter and/or any purchasers of common stock for whom they may act as agent. The underwriter may also receive compensation from the purchasers of common stock for whom it may act as agent. NO SALES OF SIMILAR SECURITIES The selling stockholder has agreed not to sell or transfer any common stock for 90 days after the date of this prospectus supplement, without first obtaining the written consent of Merrill Lynch. Specifically, the selling stockholder has agreed not to directly or indirectly: - offer, pledge, sell or contract to sell any common stock; - sell any option or contract to purchase any common stock; - purchase any option or contract to sell any common stock; - grant any option, right or warrant for the sale of any common stock; S-6 7 - lend or otherwise dispose of or transfer any common stock; or - enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the selling stockholder or for which the selling stockholder executing the agreement later acquires the power of disposition. For 45 days from the date of this prospectus supplement, MetLife, Inc. has agreed not to offer, sell, contract to sell or otherwise dispose of any securities of MetLife, Inc. which are substantially similar to the common stock offered by this prospectus supplement. However, this 45-day restriction shall not prohibit: - the issuance by MetLife, Inc. of any securities upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof; - MetLife, Inc. from issuing any securities or granting any options to purchase securities pursuant to existing employee benefit plans of MetLife, Inc.; - MetLife, Inc. from issuing any shares of common stock pursuant to any non-employee director stock plan or dividend reinvestment plan; - the exchange of convertible or exchangeable securities outstanding on the date hereof; - MetLife, Inc. from issuing securities in connection with any of MetLife, Inc.'s existing strategic alliances; - MetLife, Inc. from publicly announcing its intention to issue, or actually issuing, securities to shareholders of another entity as consideration for MetLife, Inc.'s acquisition of, or merger with, such entity; - transfers of MetLife, Inc.'s securities on behalf of clients, conducted in the ordinary course of its brokerage activities; or - MetLife, Inc. from engaging in an offering of common stock in compliance with the provisions of the (i) Standstill Agreement, dated April 3, 2000, among Credit Suisse First Boston, Guernsey Branch, Winterthur Life and MetLife, Inc., (ii) the Standstill Agreement, dated April 7, 2000, between Credit Suisse Group, Guernsey Branch and MetLife, Inc., (iii) the Standstill Agreement, dated April 3, 2000, between Banco Santander Central Hispano, S.A. and MetLife, Inc. and (iv) the Standstill Agreement, dated December 22, 2000, between Santusa Holding, S.L. and MetLife, Inc. NEW YORK STOCK EXCHANGE The common stock is listed on the New York Stock Exchange under the symbol "MET." PRICE STABILIZATION, SHORT POSITIONS Until the distribution of the shares of common stock is completed, SEC rules may limit the underwriter's ability to bid for and purchase MetLife, Inc.'s common stock. However, the underwriter may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price. If the underwriter creates a short position in MetLife, Inc.'s common stock in connection with the offering, i.e., if the underwriter sells more shares than are listed on the cover of this prospectus supplement, the underwriter may reduce that short position by purchasing shares in the open market. Purchases of the common stock to stabilize its price or to reduce a short term position may cause the price of the common stock to be higher than it might be in the absence of such purchases. S-7 8 Neither MetLife, Inc. nor the underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of MetLife, Inc.'s common stock. In addition, neither MetLife, Inc. nor the underwriter makes any representation that the underwriter will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice. OTHER RELATIONSHIPS The underwriter has engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us. The underwriter has received customary fees and commissions for these transactions. LEGAL OPINIONS Davis Polk & Wardwell will pass upon legal matters for the selling stockholder. Debevoise & Plimpton will pass upon legal matters for the underwriter. Debevoise & Plimpton has, from time to time, represented, currently represents, and may continue to represent, us in connection with various legal matters. Debevoise & Plimpton maintains a group life insurance policy with Metropolitan Life. Skadden, Arps, Slate, Meagher & Flom LLP will pass upon legal matters for us. Skadden, Arps, Slate, Meagher & Flom LLP maintains a group life insurance policy with Metropolitan Life and beneficially owns an aggregate of less than 0.01% of MetLife, Inc.'s outstanding common stock. Helene L. Kaplan and Curtis H. Barnette, directors of MetLife, Inc. and Metropolitan Life, are of counsel to Skadden, Arps, Slate, Meagher & Flom LLP. S-8 9 PROSPECTUS 60,000,000 SHARES METLIFE, INC. COMMON STOCK This prospectus relates to the sale by selling stockholders of up to 60,000,000 shares of MetLife, Inc. common stock. MetLife, Inc. will not receive any proceeds from the sale of shares of the common stock by the selling stockholders. The shares are being registered to permit the selling stockholders to sell the shares from time to time in the public market. The selling stockholders may sell the shares through underwriters, directly, through ordinary brokerage transactions or through any other means described in the section "Plan of Distribution." You should read this prospectus and any accompanying prospectus supplement carefully before you make your investment decision. The prospectus supplement will describe the means of distribution for any shares of MetLife, Inc.'s common stock sold by the selling stockholders. MetLife, Inc.'s common stock is listed on the New York Stock Exchange under the trading symbol "MET." The last reported sale price of MetLife, Inc. common stock on the New York Stock Exchange on June 5, 2001 was $32.38 per share. None of the Securities and Exchange Commission, any state securities commission, the New York Superintendent of Insurance or any other regulatory body has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 29, 2001. 10 TABLE OF CONTENTS
PAGE ---- About This Prospectus....................................... 3 Where You Can Find More Information......................... 3 Special Note Regarding Forward-Looking Statements........... 5 MetLife, Inc................................................ 6 Use of Proceeds............................................. 6 Description of Common Stock................................. 6 Selling Stockholders........................................ 13 Plan of Distribution........................................ 15 Legal Opinions.............................................. 16 Experts..................................................... 16
2 11 ABOUT THIS PROSPECTUS Unless otherwise stated or the context otherwise requires, references in this prospectus to "MetLife," "we," "our," or "us" refer to MetLife, Inc., together with Metropolitan Life Insurance Company, and their respective direct and indirect subsidiaries, while references to "MetLife, Inc." refer only to the holding company on an unconsolidated basis. This prospectus is part of a registration statement that MetLife, Inc. filed with the SEC using a "shelf" registration process. Under this shelf process, the selling stockholders may, from time to time, sell in the aggregate up to 60,000,000 shares of MetLife, Inc.'s common stock in one or more offerings, as described in this prospectus. Each time a selling stockholder sells shares of MetLife, Inc.'s common stock, a prospectus supplement will be provided that will contain specific information about the terms of that offering to the extent required. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and any accompanying prospectus supplement together with the additional information contained under the heading "Where You Can Find More Information." You should rely on the information contained or incorporated by reference in this prospectus. MetLife, Inc. has not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither MetLife, Inc. nor the selling stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus is accurate as of the date of the prospectus. MetLife's business, consolidated financial condition, consolidated results of operations and prospects may have changed since that date. WHERE YOU CAN FIND MORE INFORMATION MetLife, Inc. files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information, including the registration statement of which this prospectus is a part, can be read and copied at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including MetLife, Inc. MetLife, Inc.'s common stock is listed and traded on the New York Stock Exchange. These reports, proxy and information statements and other information can also be read at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The SEC allows "incorporation by reference" into this prospectus of information that MetLife, Inc. files with the SEC. This permits MetLife, Inc. to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus, and any information filed with the SEC subsequent to the date of this prospectus will automatically be deemed to update and supersede this information. MetLife, Inc. incorporates by reference the following documents which have been filed with the SEC: - Registration Statement on Form 8-A, dated March 31, 2000, relating to registration of shares of MetLife, Inc.'s common stock and Registration Statement on Form 8-A, dated March 31, 2000, relating to registration of MetLife, Inc.'s Series A Junior Participating Preferred Stock purchase rights; - Annual Report on Form 10-K for the year ended December 31, 2000; - Quarterly Report on Form 10-Q for the quarter ended March 31, 2001; - Current Report on Form 8-K dated May 8, 2001; and - Proxy Statement for the Annual Meeting of Shareholders held on April 24, 2001. MetLife, Inc. incorporates by reference the documents listed above and any future filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until it 3 12 files a post-effective amendment which indicates the termination of the offering of the securities made by this prospectus. MetLife, Inc. will provide without charge upon written or oral request, a copy of any or all of the documents which are incorporated by reference into this prospectus, other than exhibits which are specifically incorporated by reference into those documents. Requests should be directed to Investor Relations, MetLife, Inc., One Madison Avenue, New York, New York 10010-3690 (telephone number 1-800-649-3593). You may also obtain some of the documents incorporated by reference into this document at MetLife's website, www.metlife.com. You should be aware that the information contained on MetLife's website is not a part of this document. 4 13 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus and the accompanying prospectus supplement may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results. Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining MetLife's actual future results. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance, and there are no guarantees about the performance of MetLife, Inc.'s common stock. Actual results could differ materially from those expressed or implied in the forward-looking statements. Among factors that could cause actual results to differ materially are: - changes in general economic conditions, including the performance of financial markets and interest rates; - heightened competition, including with respect to pricing, entry of new competitors and the development of new products by new and existing competitors; - unanticipated changes in industry trends; - MetLife, Inc.'s primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends; - deterioration in the experience of the "closed block" established in connection with the reorganization of MetLife, Inc.'s subsidiary, Metropolitan Life Insurance Company; - catastrophe losses; - regulatory, accounting or tax changes that may affect the cost of, or demand for, our products or services; - downgrades in our ratings; - discrepancies between actual claims experience and assumptions used in setting prices for our products and establishing the liabilities for our obligations for future policy benefits and claims; - adverse litigation or arbitration results; - our ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; - other risks and uncertainties described from time to time in MetLife, Inc.'s filings with the Securities and Exchange Commission; - the risk factors or uncertainties listed herein or listed from time to time in prospectus supplements or any document incorporated by reference herein; and - other risks and uncertainties that have not been identified at this time. 5 14 MetLife, Inc. undertakes no obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that it is not likely to be achieved. You are advised, however, to consult any further disclosures MetLife, Inc. makes on related subjects in its reports to the SEC. METLIFE, INC. We are a leading provider of insurance and financial services to a broad spectrum of individual and institutional customers. We currently provide individual insurance, annuities and investment products to approximately nine million households, or one of every 11 households in the U.S. We also provide group insurance and retirement and savings products and services to corporations and other institutions, including 87 of the FORTUNE 100 largest companies. Our institutional clients have approximately 33 million employees and members. We distribute our products and services nationwide through multiple channels, with the primary distribution systems being our core career agency system, our general agency distribution systems, our regional sales forces, our dedicated sales forces, financial intermediaries, independent agents and product specialists. We operate in the international markets that we serve through subsidiaries and joint ventures. Our international segment focuses on the Asia/Pacific region, Latin America and selected European countries and currently has insurance operations in twelve countries. MetLife, Inc. is incorporated under the laws of the State of Delaware. Its principal executive offices are located at One Madison Avenue, New York, New York 10010-3690. Its telephone number is (212) 578-2211. THE REORGANIZATION On April 7, 2000, pursuant to an order by the New York Superintendent of Insurance approving its plan of reorganization, as amended, Metropolitan Life Insurance Company converted from a mutual life insurance company to a stock life insurance company and became MetLife, Inc.'s wholly-owned subsidiary. In connection with the plan of reorganization, each policyholder's membership interest was extinguished and each eligible policyholder received, in exchange for that interest, trust interests representing shares of MetLife, Inc.'s common stock to be held in the MetLife Policyholder Trust, cash or an adjustment to policy values in the form of policy credits, as provided in the plan of reorganization. A total of 494,466,664 shares of MetLife, Inc.'s common stock were distributed to the MetLife Policyholder Trust for the benefit of policyholders. For more information regarding the MetLife Policyholder Trust, see "Description of Common Stock -- MetLife Policyholder Trust." Immediately following the demutualization, MetLife, Inc. conducted an initial public offering of a total of 232,300,000 shares of common stock, and MetLife, Inc. and MetLife Capital Trust I, a Delaware statutory business trust that MetLife, Inc. wholly owns, conducted a public offering of a total of 20,125,000 8.00% equity security units. Concurrently with the foregoing offerings, MetLife, Inc. sold a total of 60,000,000 shares of common stock in private placements. For more information regarding the private placements, see "Selling Stockholders." USE OF PROCEEDS All proceeds from the sale of the common stock offered hereby will be for the account of the selling stockholders, as described below. We will not receive any of the proceeds from the sale from time to time of the common stock offered hereby. DESCRIPTION OF COMMON STOCK MetLife, Inc.'s board of directors is authorized to issue 3,000,000,000 shares of common stock, par value $0.01 per share, of which 749,733,176 shares, as well as the same number of rights to purchase shares of Series A Junior Participating Preferred Stock pursuant to the stockholder rights plan adopted by MetLife, Inc.'s board of directors on September 29, 1999, were outstanding as of May 4, 2001. MetLife, Inc. is 6 15 authorized to issue 10,000,000 shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of which no shares were issued or outstanding as of the date of this prospectus. See "-- Stockholder Rights Plan" for a description of the Series A Junior Participating Preferred Stock. The remaining shares of authorized and unissued common stock will be available for future issuance without additional stockholder approval. Dividends. The holders of common stock, after any preferences of holders of any preferred stock, are entitled to receive dividends as determined by the board of directors. MetLife, Inc.'s board of directors is authorized to issue 200,000,000 shares of preferred stock, par value $0.01 per share, of which no shares were issued or outstanding as of the date of this prospectus. The issuance of dividends will depend upon, among other factors deemed relevant by MetLife, Inc.'s board of directors, MetLife's consolidated financial condition, consolidated results of operations, cash requirements, future prospects and regulatory restrictions on the payment of dividends by Metropolitan Life Insurance Company and MetLife, Inc.'s other subsidiaries. There is no requirement or assurance that MetLife, Inc. will declare and pay any dividends. In addition, the indenture governing the terms of MetLife, Inc.'s debentures issued to MetLife Capital Trust I in connection with the offering of equity security units prohibits the payment of dividends on common stock of MetLife, Inc. during a deferral of interest payments on the debentures or an event of default under the indenture or the related guarantee. Voting Rights. The holders of common stock are entitled to one vote per share on all matters on which the holders of common stock are entitled to vote and do not have any cumulative voting rights. Liquidation and Dissolution. In the event of MetLife, Inc.'s liquidation, dissolution or winding up, the holders of common stock are entitled to share equally and ratably in MetLife, Inc.'s assets, if any, remaining after the payment of all of MetLife, Inc.'s liabilities and the liquidation preference of any outstanding class or series of preferred stock. Other Rights. The holders of common stock have no preemptive, conversion, redemption or sinking fund rights. The holders of shares of MetLife, Inc.'s common stock are not required to make additional capital contributions. Transfer Agent and Registrar. The transfer agent and registrar for MetLife, Inc.'s common stock is Mellon Investor Services, successor to ChaseMellon Shareholder Services, L.L.C. CERTAIN PROVISIONS IN METLIFE, INC.'S CERTIFICATE OF INCORPORATION AND BY-LAWS AND IN DELAWARE AND NEW YORK LAW A number of provisions of MetLife, Inc.'s certificate of incorporation and by-laws deal with matters of corporate governance and rights of stockholders. The following discussion is a general summary of selected provisions of MetLife, Inc.'s certificate of incorporation and by-laws and regulatory provisions that might be deemed to have a potential "anti-takeover" effect. These provisions may have the effect of discouraging a future takeover attempt which is not approved by MetLife, Inc.'s board of directors but which individual stockholders may deem to be in their best interests or in which stockholders may receive a substantial premium for their shares over then current market prices. As a result, stockholders who might desire to participate in such a transaction may not have an opportunity to do so. Such provisions will also render the removal of the incumbent board of directors or management more difficult. Some provisions of the Delaware General Corporation Law and the New York Insurance Law may also have an anti-takeover effect. The following description of selected provisions of MetLife, Inc.'s certificate of incorporation and by-laws and selected provisions of the Delaware General Corporation Law and the New York Insurance Law is necessarily general and reference should be made in each case to MetLife, Inc.'s certificate of incorporation and by-laws, which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and to the provisions of those laws. 7 16 CLASSIFIED BOARD OF DIRECTORS AND REMOVAL OF DIRECTORS Pursuant to MetLife, Inc.'s certificate of incorporation, the directors are divided into three classes, as nearly equal in number as possible, with each class having a term of three years. The classes serve staggered terms, such that the term of one class of directors expires each year. Any effort to obtain control of MetLife, Inc.'s board of directors by causing the election of a majority of the board may require more time than would be required without a staggered election structure. MetLife, Inc.'s certificate of incorporation also provides that, subject to the rights of the holders of any class of preferred stock, directors may be removed only for cause at a meeting of stockholders by a vote of a majority of the shares then entitled to vote. This provision may have the effect of slowing or impeding a change in membership of MetLife, Inc.'s board of directors that would effect a change of control. EXERCISE OF DUTIES BY BOARD OF DIRECTORS MetLife, Inc.'s certificate of incorporation provides that while the MetLife Policyholder Trust is in existence, each MetLife, Inc. director is required, in exercising his or her duties as a director, to take the interests of the trust beneficiaries into account as if they were holders of the shares of common stock held in the trust, except to the extent that any such director determines, based on advice of counsel, that to do so would violate his or her duties as a director under Delaware law. RESTRICTION ON MAXIMUM NUMBER OF DIRECTORS AND FILLING OF VACANCIES ON METLIFE, INC.'S BOARD OF DIRECTORS Pursuant to MetLife, Inc.'s by-laws and subject to the rights of the holders of any class of preferred stock, the number of directors may be fixed and increased or decreased from time to time by resolution of the board of directors, but the board of directors will at no time consist of fewer than three directors. Subject to the rights of the holders of any class of preferred stock, stockholders can only remove a director for cause by a vote of a majority of the shares entitled to vote, in which case the vacancy caused by such removal may be filled at such meeting by the stockholders entitled to vote for the election of the director so removed. Any vacancy on the board of directors, including a vacancy resulting from an increase in the number of directors or resulting from a removal for cause where the stockholders have not filled the vacancy, subject to the rights of the holders of any class of preferred stock, may be filled by a majority of the directors then in office, although less than a quorum. If the vacancy is not so filled it will be filled by the stockholders at the next annual meeting of stockholders. The stockholders are not permitted to fill vacancies between annual meetings, except where the vacancy resulted from a removal for cause. These provisions give incumbent directors significant authority that may have the effect of limiting the ability of stockholders to effect a change in management. ADVANCE NOTICE REQUIREMENTS FOR NOMINATION OF DIRECTORS AND PRESENTATION OF NEW BUSINESS AT MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT MetLife, Inc.'s by-laws provide for advance notice requirements for stockholder proposals and nominations for director. In addition, pursuant to the provisions of both the certificate of incorporation and the by-laws, action may not be taken by written consent of stockholders; rather, any action taken by the stockholders must be effected at a duly called meeting. Moreover, the stockholders do not have the power to call a special meeting. Only the chief executive officer or the secretary pursuant to a board resolution or, under some circumstances, the president or a director who also is an officer, may call a special meeting. These provisions make it more procedurally difficult for a stockholder to place a proposal or nomination on the meeting agenda and prohibit a stockholder from taking action without a meeting, and therefore may reduce the likelihood that a stockholder will seek to take independent action to replace directors or with respect to other matters that are not supported by management for stockholder vote. LIMITATIONS ON DIRECTOR LIABILITY MetLife, Inc.'s certificate of incorporation contains a provision that is designed to limit the directors' liability to the extent permitted by the Delaware General Corporation Law and any amendments to that law. 8 17 Specifically, directors will not be held liable to MetLife, Inc. or its stockholders for an act or omission in their capacity as a director, except for liability as a result of: - a breach of the duty of loyalty to MetLife, Inc. or its stockholders; - acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; - payment of an improper dividend or improper repurchase of MetLife, Inc.'s stock under Section 174 of the Delaware General Corporation Law; or - actions or omissions pursuant to which the director received an improper personal benefit. The principal effect of the limitation on liability provision is that a stockholder is unable to prosecute an action for monetary damages against a director of MetLife, Inc. unless the stockholder can demonstrate one of the specified bases for liability. This provision, however, does not eliminate or limit director liability arising in connection with causes of action brought under the federal securities laws. MetLife, Inc.'s certificate of incorporation also does not eliminate the directors' duty of care. The inclusion of the limitation on liability provision in the certificate may, however, discourage or deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefitted MetLife, Inc. and its stockholders. This provision should not affect the availability of equitable remedies such as injunction or rescission based upon a director's breach of the duty of care. MetLife, Inc.'s by-laws also provide that MetLife, Inc. indemnify its directors and officers to the fullest extent permitted by Delaware law. MetLife, Inc. is required to indemnify its directors and officers for all judgments, fines, settlements, legal fees and other expenses reasonably incurred in connection with pending or threatened legal proceedings because of the director's or officer's position with MetLife, Inc. or another entity, including Metropolitan Life Insurance Company, that the director or officer serves at MetLife, Inc.'s request, subject to certain conditions, and to advance funds to MetLife, Inc.'s directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must succeed in the legal proceeding or act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of MetLife, Inc. and with respect to any criminal action or proceeding, in a manner he or she reasonably believed to be lawful. SUPERMAJORITY VOTING REQUIREMENT FOR AMENDMENT OF CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS Some of the provisions of MetLife, Inc.'s certificate of incorporation, including those that authorize the board of directors to create stockholder rights plans, that set forth the duties, election and exculpation from liability of directors and that prohibit stockholders from actions by written consent, may not be amended, altered, changed or repealed unless the amendment is approved by the vote of holders of 75% of the then outstanding shares entitled to vote at an election of directors. This requirement exceeds the majority vote of the outstanding stock that would otherwise be required by the Delaware General Corporation Law for the repeal or amendment of such provisions of the certificate of incorporation. MetLife, Inc.'s by-laws may be amended, altered or repealed by the board of directors or by the vote of holders of 75% of the then outstanding shares entitled to vote in the election of directors. These provisions make it more difficult for any person to remove or amend any provisions that have an antitakeover effect. BUSINESS COMBINATION STATUTE In addition, as a Delaware corporation, MetLife, Inc. is subject to Section 203 of the Delaware General Corporation Law, unless it elects in its certificate of incorporation not to be governed by the provisions of Section 203. MetLife, Inc. has not made that election. Section 203 can affect the ability of an "interested stockholder" of MetLife, Inc. to engage in certain business combinations, including mergers, consolidations or acquisitions of additional shares of MetLife, Inc. for a period of three years following the time that the stockholder becomes an "interested stockholder." An "interested stockholder" is defined to mean any person owning, directly or indirectly, 15% or more of the outstanding voting stock of a corporation. The provisions of 9 18 Section 203 are not applicable in some circumstances, including those in which (1) the business combination or transaction which results in the stockholder becoming an "interested stockholder" is approved by the corporation's board of directors prior to the time the stockholder becomes an "interested stockholder" or (2) the "interested stockholder," upon consummation of such transaction, owns at least 85% of the voting stock of the corporation outstanding prior to such transaction. RESTRICTIONS ON ACQUISITIONS OF SECURITIES Section 7312 of the New York Insurance Law provides that, for a period of five years after completion of the distribution of consideration pursuant to the plan of reorganization, no person may directly or indirectly offer to acquire or acquire in any manner the beneficial ownership (defined as the power to vote or dispose of, or to direct the voting or disposition of, a security) of 5% or more of any class of voting security (which term includes MetLife, Inc.'s common stock) of MetLife, Inc. without the prior approval of the New York Superintendent of Insurance. Pursuant to Section 7312, voting securities acquired in excess of the 5% threshold without such prior approval will be deemed non-voting. The insurance laws and regulations of New York, the jurisdiction in which MetLife, Inc.'s principal insurance subsidiary, Metropolitan Life Insurance Company, is organized, may delay or impede a business combination involving MetLife, Inc. In addition to the limitations described in the immediately preceding paragraph, the New York Insurance Law prohibits any person from acquiring control of MetLife, Inc., and thus indirect control of Metropolitan Life Insurance Company, without the prior approval of the New York Superintendent of Insurance. That law presumes that control exists where any person, directly or indirectly, owns, controls, holds the power to vote or holds proxies representing 10% or more of MetLife, Inc.'s outstanding voting stock, unless the New York Superintendent, upon application, determines otherwise. Even persons who do not acquire beneficial ownership of more than 10% of the outstanding shares of MetLife, Inc.'s common stock may be deemed to have acquired such control, if the New York Superintendent determines that such persons, directly or indirectly, exercise a controlling influence over MetLife, Inc.'s management and policies. Therefore, any person seeking to acquire a controlling interest in MetLife, Inc. would face regulatory obstacles which may delay, deter or prevent an acquisition. The insurance holding company law and other insurance laws of many states also regulate changes of control (generally presumed upon acquisitions of 10% or more of voting securities) of insurance holding companies such as MetLife, Inc. In addition, MetLife, Inc. is now a "financial holding company" and "bank holding company" under the federal banking laws which require prior approval of the Board of Governors of the Federal Reserve System for changes of control. A change of control is conclusively presumed upon acquisitions of 25% or more of any class of voting securities and rebuttably presumed upon acquisitions of 10% or more of any class of voting securities. Further, as a result of MetLife, Inc.'s ownership of MetLife Bank, N.A., a national bank, the Office of the Comptroller of the Currency's approval would be required in connection with a change of control (generally presumed upon the acquisition of 10% or more of any class of voting securities) of MetLife, Inc. STOCKHOLDER RIGHTS PLAN MetLife, Inc.'s board of directors has adopted a stockholder rights plan under which each outstanding share of MetLife, Inc.'s common stock issued between April 4, 2000 and the distribution date (as described below) will be coupled with a stockholder right. Initially, the stockholder rights will be attached to the certificates representing outstanding shares of common stock, and no separate rights certificates will be distributed. Each right will entitle the holder to purchase one one-hundredth of a share of MetLife, Inc.'s Series A Junior Participating Preferred Stock. Each one one-hundredth of a share of Series A Junior Participating Preferred Stock will have economic and voting terms equivalent to one share of MetLife, Inc.'s common stock. Until it is exercised, the right itself will not entitle the holder thereof to any rights as a stockholder, including the right to receive dividends or to vote at stockholder meetings. The description and terms of the rights are set forth in a rights agreement entered into between MetLife, Inc. and Mellon Investor Services, successor to ChaseMellon Shareholder Services, L.L.C., as rights agent. Although the material 10 19 provisions of the rights agreement have been accurately summarized, the statements below concerning the rights agreement are not necessarily complete and in each instance reference is made to the form of rights agreement itself, which is incorporated by reference into this prospectus in its entirety. Each statement is qualified in its entirety by such reference. Stockholder rights are not exercisable until the distribution date and will expire at the close of business on April 4, 2010, unless earlier redeemed or exchanged by MetLife, Inc. A distribution date would occur upon the earlier of: - the tenth day after the first public announcement or communication to MetLife, Inc. that a person or group of affiliated or associated persons (referred to as an "acquiring person") has acquired beneficial ownership of 10% or more of MetLife, Inc.'s outstanding common stock (the date of such announcement or communication is referred to as the "stock acquisition time"); or - the tenth business day after the commencement or announcement of the intention to commence a tender offer or exchange offer that would result in a person or group becoming an acquiring person. If any person becomes an acquiring person, each holder of a stockholder right will be entitled to exercise the right and receive, instead of Series A Junior Participating Preferred Stock, common stock (or, in certain circumstances, cash, a reduction in purchase price, property or other securities of MetLife, Inc.) having a value equal to two times the purchase price of the stockholder right. All stockholder rights that are beneficially owned by an acquiring person or its transferee will become null and void. If at any time after a public announcement has been made or MetLife, Inc. has received notice that a person has become an acquiring person, (1) MetLife, Inc. is acquired in a merger or other business combination or (2) 50% or more of MetLife, Inc.'s assets, cash flow or earning power is sold or transferred, each holder of a stockholder right (except rights which previously have been voided as set forth above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the purchase price of the right. The purchase price payable, the number of one one-hundredths of a share of Series A Junior Participating Preferred Stock or other securities or property issuable upon exercise of rights and the number of rights outstanding, are subject to adjustment from time to time to prevent dilution. With certain exceptions, no adjustment in the purchase price or the number of shares of Series A Junior Participating Preferred Stock issuable upon exercise of a stockholder right will be required until the cumulative adjustment would require an increase or decrease of at least one percent in the purchase price or number of shares for which a right is exercisable. At any time until the earlier of (1) the stock acquisition time or (2) the final expiration date of the rights agreement, MetLife, Inc. may redeem all the stockholder rights at a price of $0.01 per right. At any time after a person has become an acquiring person and prior to the acquisition by such person of 50% or more of the outstanding shares of MetLife, Inc.'s common stock, MetLife, Inc. may exchange the stockholder rights, in whole or in part, at an exchange ratio of one share of common stock, or one one-hundredth of a share of Series A Junior Participating Preferred Stock (or of a share of a class or series of preferred stock having equivalent rights, preferences and privileges), per right. The stockholder rights plan is designed to protect stockholders in the event of unsolicited offers to acquire MetLife, Inc. and other coercive takeover tactics which, in the opinion of its board of directors, could impair its ability to represent stockholder interests. The provisions of the stockholder rights plan may render an unsolicited takeover more difficult or less likely to occur or may prevent such a takeover, even though such takeover may offer MetLife, Inc.'s stockholders the opportunity to sell their stock at a price above the prevailing market rate and may be favored by a majority of MetLife, Inc.'s stockholders. METLIFE POLICYHOLDER TRUST Under the plan of reorganization, MetLife established the MetLife Policyholder Trust to hold the shares of common stock allocated to eligible policyholders. 494,466,664 shares of common stock were distributed to 11 20 the MetLife Policyholder Trust on the effective date of the plan of reorganization. As of May 16, 2001, the trust held 440,904,570 shares of MetLife, Inc.'s common stock. Because of the number of shares held by the trust and the voting provisions of the trust, the trust may affect the outcome of matters brought to a stockholder vote. The trustee will generally vote all of the shares of common stock held in the trust in accordance with the recommendations given by MetLife, Inc.'s board of directors to its stockholders or, if the board gives no such recommendation, as directed by the board, except on votes regarding certain fundamental corporate actions. As a result of the voting provisions of the trust, MetLife, Inc.'s board of directors will effectively be able to control votes on all matters submitted to a vote of stockholders, excluding those fundamental corporate actions described below, so long as the trust holds a substantial number of shares of MetLife, Inc.'s common stock. If the vote relates to fundamental corporate actions specified in the trust, the trustee will solicit instructions from the beneficiaries and vote all shares held in the trust in proportion to the instructions it receives, which would give disproportionate weight to the instructions actually given by trust beneficiaries. These actions include: - an election or removal of directors in which a stockholder has properly nominated one or more candidates in opposition to a nominee or nominees of MetLife, Inc.'s board of directors or a vote on a stockholder's proposal to oppose a board nominee for director, remove a director for cause or fill a vacancy caused by the removal of a director by stockholders, subject to certain conditions; - a merger or consolidation, a sale, lease or exchange of all or substantially all of the assets, or a recapitalization or dissolution of, MetLife, Inc., in each case requiring a vote of MetLife, Inc.'s stockholders under applicable Delaware law; - any transaction that would result in an exchange or conversion of shares of common stock held by the trust for cash, securities or other property; and - any proposal requiring MetLife, Inc.'s board of directors to amend or redeem the rights under the stockholder rights plan, other than a proposal with respect to which MetLife, Inc. 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. 12 21 SELLING STOCKHOLDERS The table below presents information with respect to the selling stockholders and the number of shares of MetLife, Inc.'s common stock that each may offer under this prospectus. The selling stockholders or their affiliates originally acquired the shares of common stock offered by this prospectus from MetLife, Inc. in private placements on April 7, 2000. Pursuant to stock purchase agreements, both dated as of April 3, 2000, Banco Santander Central Hispano, S.A. purchased 30,000,000, Credit Suisse First Boston (through its Guernsey Branch) purchased 14,000,000 and Winterthur Life purchased 16,000,000 shares of MetLife, Inc.'s common stock. In accordance with the terms of the applicable stock purchase agreement, prior to the closings of the private placements, Winterthur Life transferred 2,000,000 shares of MetLife, Inc.'s common stock to Credit Suisse Group, Guernsey Branch. Each of the foregoing entities, except Banco Santander Central Hispano, S.A., is a selling stockholder under this prospectus. However, for purposes of the registration rights and the restrictions discussed below, Credit Suisse First Boston (through its Guernsey Branch), Winterthur Life and Credit Suisse Group (Guernsey Branch) are treated as one selling stockholder. Credit Suisse First Boston is a wholly-owned direct subsidiary of Credit Suisse Group, and Winterthur Life is a wholly-owned indirect subsidiary of Credit Suisse Group. On December 22, 2000, in accordance with the terms of the applicable stock purchase agreement, Banco Santander Central Hispano, S.A. transferred its 30,000,000 shares of MetLife, Inc.'s common stock to Santusa Holding, S.L., an affiliate of Banco Santander Central Hispano, S.A. Santusa Holding, S.L. is also a selling stockholder under this prospectus.
NUMBER OF SHARES NUMBER OF SHARES OF COMMON STOCK OF COMMON STOCK NAMES OF SELLING BENEFICIALLY OWNED PERCENTAGE OF COVERED BY THIS STOCKHOLDERS PRIOR TO THIS OFFERING OUTSTANDING (1) PROSPECTUS ---------------- ---------------------- --------------- ---------------- Santusa Holding, S.L. 30,000,000 4.00% 30,000,000 Credit Suisse First Boston (through its Guernsey Branch) 14,000,000 1.87% 14,000,000 Winterthur Life 14,000,000 1.87% 14,000,000 Credit Suisse Group (Guernsey Branch) 2,000,000(2) 0.30% 2,000,000
- --------------- (1) Beneficial ownership is based upon 749,733,176 shares of MetLife, Inc.'s common stock outstanding as of May 4, 2001, as reported in MetLife, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, which is incorporated herein by reference. (2) In addition, affiliates of Credit Suisse Group beneficially own approximately 454,750 shares (less than 0.06%) of MetLife, Inc.'s common stock. In connection with the private placements and related agreements, the selling stockholders received registration rights with respect to the common stock purchased. MetLife, Inc. is filing this shelf registration statement with the SEC in compliance with those rights. The registration rights granted allow each selling stockholder to make two offerings under this registration statement each year, subject to a minimum offering size of $50,000,000 per offering, although underwritten offerings may not be made on (i) more than one occasion for each selling stockholder each year, or (ii) more than five occasions for each selling stockholder in total. Since the date of this prospectus, the selling stockholders identified above may have sold, transferred or otherwise disposed of all or a substantial portion of the shares of MetLife, Inc. common stock held by them in a transaction or series of transactions exempt from the Securities Act. Information regarding the selling stockholders may change from time to time and any changed information will be set forth in a prospectus supplement to the extent required. Each selling stockholder may from time to time offer and sell under this prospectus any or all of the securities owned by it. Because the selling stockholders are not obligated to sell the shares of MetLife, Inc.'s common stock held by them, MetLife, Inc. cannot estimate the number of shares of its common stock that the selling stockholders will beneficially own after this offering. Each selling stockholder has agreed that it will not, without the consent of MetLife, Inc. or the New York Superintendent of Insurance, increase its ownership of MetLife, Inc.'s voting securities above 4.9% of those 13 22 outstanding shares (or more than 5.0% with the approval of MetLife, Inc. and the New York Superintendent of Insurance), except for any increase resulting from transactions in the ordinary course of the business of the selling stockholder as underwriter, broker/dealer, investment manager or investment adviser or from ordinary trading activities (unless such transactions were made with the purpose of changing or influencing the control of MetLife, Inc.), seek to obtain board representation, solicit proxies in opposition to management or take certain other actions for five years. On May 11, 2000, Santusa Holding, S.L. obtained the approval of MetLife, Inc. and the New York Superintendent of Insurance to increase its ownership of MetLife, Inc.'s common stock up to, but not more than, 5.0% of MetLife, Inc.'s outstanding shares of common stock. MetLife, Inc. has agreed to pay all expenses incurred by it in connection with complying with the registration rights granted to the selling stockholders, including any registration and filing fees, fees and expenses of compliance with securities or blue sky laws of the United States (including reasonable fees and disbursements of counsel in connection with blue sky qualifications of the shares covered by this prospectus), printing expenses, fees and disbursements of counsel and independent public accountants for MetLife, Inc., fees of the National Association of Securities Dealers, Inc., listing or quotation fees, internal expenses (including all salaries and expenses of MetLife, Inc.'s officers and employees performing legal and accounting duties), fees of transfer agents and registrars, and the fees and expenses of counsel and accountants for the selling stockholders. The selling stockholders will be responsible for all underwriting fees, discounts or commissions and transfer taxes incurred by them in connection with the sale of these shares. RELATIONSHIPS BETWEEN METLIFE AND THE SELLING STOCKHOLDERS Credit Suisse First Boston Corporation, an affiliate of the Guernsey Branch of Credit Suisse First Boston, and Winterthur Life and Credit Suisse Group, Guernsey Branch, as well as certain of their affiliates, have or may have provided from time to time, investment banking, financial advisory and other related services to us and our affiliates, for which they have received customary fees and commissions. In addition, Credit Suisse First Boston Corporation may, as principal or agent, assist in the sale of shares of MetLife, Inc.'s common stock on behalf of MetLife Policyholder Trust beneficiaries who elect to sell shares under the purchase and sale program established by the plan of reorganization of Metropolitan Life Insurance Company. One of MetLife, Inc.'s officers is a member of the investment committee of Credit Suisse First Boston International Equity Partners, L.P. MetLife is a limited partner of certain limited partnerships affiliated with Credit Suisse First Boston Corporation. Credit Suisse First Boston Corporation maintains arrangements with MetLife, Inc. relating to the lease of office buildings. We own approximately 3% or less of the outstanding common stock of certain subsidiaries of Banco Santander Central Hispano, S.A. and Credit Suisse Group. MetLife operates in Spain and Portugal through joint venture arrangements with Banco Santander Central Hispano, S.A. In December 2000, Banco Santander Central Hispano, S.A. and MetLife signed an agreement to restructure this joint venture. Under this agreement, MetLife will be transferring full ownership of the Portuguese branches to Banco Santander Central Hispano, S.A. Mr. Harry P. Kamen is a director of MetLife, Inc. and Metropolitan Life Insurance Company and a director of Banco Santander Central Hispano, S.A. Mr. Gerald Clark is Vice-Chairman of the Board of Directors, Chief Investment Officer and a director of MetLife, Inc. and Metropolitan Life Insurance Company. Mr. Clark is also a director of Credit Suisse Group. 14 23 PLAN OF DISTRIBUTION This prospectus, including any amendment or supplement, may be used in connection with sales of up to 60,000,000 shares of MetLife, Inc.'s common stock. A selling stockholder may offer its shares of common stock at various times in one or more of the following transactions: - in exchange or over-the-counter market transactions; - in private transactions other than exchange or over-the-counter market transactions; - through short sales, put and call option or other derivative transactions, although neither MetLife nor any of the selling stockholders concedes that any such transactions would constitute a sale of the shares of MetLife, Inc.'s common stock owned by the selling stockholders for purposes of the Securities Act; - through underwriters, brokers or dealers (who may act as agent or principal); - directly to one or more purchasers; - through agents; - through distribution by a selling stockholder or its successor in interest to its members, partners or shareholders; - in negotiated transactions; - by pledge to secure debts and other obligations; or - in a combination of such methods. A selling stockholder, or its donee, pledgee, transferee or other successor in interest, may sell its shares at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. A selling stockholder also may resell all or a portion of its common stock in open market transactions in reliance upon Rule 144 under the Securities Act, provided it meets the criteria and conforms to the requirements of Rule 144. A selling stockholder may use underwriters, brokers, dealers or agents to sell its shares. Any underwriter, broker, dealer or agent may receive compensation in the form of discounts, concessions or commissions from the selling stockholder, the purchaser or such other persons who may be effecting sales hereunder. The discounts, concessions or commissions as to particular underwriters, brokers, dealers or agents may be in excess of those customary in the type of transactions involved. However, the maximum underwriting discounts or commissions to be received by any underwriter for the sale of any common stock pursuant to this shelf registration shall not be greater than eight (8) percent. Underwriters may sell the shares of common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Some sales may involve shares in which the selling stockholders have granted security interests and which are being sold because of foreclosure of those security interests. At the time a particular offering of shares is made and to the extent required, the aggregate number of shares being offered, the names of the selling stockholders and the terms of the offering, including the names of the underwriters, broker-dealers or agents, any discounts, concessions or commissions and other terms constituting compensation from the selling stockholders, and any discounts, concessions or commissions allowed or re-allowed or paid to broker-dealers, will be set forth in an accompanying prospectus supplement. A selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the common stock in the course of hedging the positions they assume with a selling stockholder. A selling stockholder may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or their financial institution of the shares of 15 24 common stock offered hereby, which shares such broker-dealer or their financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). A selling stockholder may offer and sell shares of common stock other than for cash. In such event, any required details of the transaction will be set forth in a prospectus supplement. Under the rules and regulations under the Exchange Act, any person engaged in a distribution of the shares offered pursuant to this prospectus may be limited in its ability to engage in market activities with respect to those shares. Each selling stockholder will be subject to the provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. Those rules and regulations may limit the timing of purchases and sales of any shares offered by the selling stockholders pursuant to this prospectus, which may affect the marketability of the shares offered by this prospectus. MetLife, Inc. may suspend the use of this prospectus by the selling stockholders under certain circumstances. LEGAL OPINIONS The validity of any shares of common stock offered hereby will be passed upon for MetLife, Inc. by Skadden, Arps, Slate, Meagher & Flom LLP. Skadden, Arps, Slate, Meagher & Flom LLP maintains a group life insurance policy with Metropolitan Life Insurance Company and beneficially owns an aggregate of less than 0.01% of MetLife, Inc.'s outstanding common stock. Helene L. Kaplan and Curtis H. Barnette, directors of MetLife, Inc. and Metropolitan Life Insurance Company, are of counsel to Skadden, Arps, Slate, Meagher & Flom LLP. EXPERTS The consolidated financial statements and the related financial statement schedules incorporated in this prospectus by reference from MetLife, Inc.'s Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 16 25 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 25,000,000 SHARES METLIFE, INC. COMMON STOCK ------------------------------------ PROSPECTUS SUPPLEMENT ------------------------------------ MERRILL LYNCH & CO. 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