-----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, RV92sgCTVGD/T9GT3v7z0xo3qZKrpZ9IyE69CRmcSnGb8dzhTHArGAxIgBgJnAC3 +rfimej+POwnrgwneQgQpQ== 0000950123-03-012833.txt : 20031117 0000950123-03-012833.hdr.sgml : 20031117 20031117172155 ACCESSION NUMBER: 0000950123-03-012833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031117 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031117 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: 031008745 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 y91830ae8vk.txt FORM 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: November 17, 2003 ------------------------------------ (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 -------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 5. Other Events and Regulation FD Disclosure. On November 13, 2003, MetLife, Inc., and its indirect, wholly-owned subsidiary, Equity Intermediary Company, purchased 2,205,000 and 795,000 shares of common stock, respectively, in a public offering of common stock of Reinsurance Group of America, Incorporated (NYSE:RGA), a majority-owned subsidiary of MetLife, Inc. MetLife, Inc. and Equity Intermediary Company used working capital of approximately $80.8 million and $29.1 million, respectively, to pay the purchase price of the shares. As a result of the purchase of the shares, MetLife, Inc. and its affiliates, including Equity Intermediary Company, own approximately 53.3% of the outstanding shares of RGA (assuming no exercise of the underwriters' over-allotment option). On November 18, 2003, MetLife, Inc., a Delaware corporation, issued (i) a press release announcing certain personnel changes, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, and (ii) a press release announcing MetLife, Inc.'s intent to resume its common stock repurchase activity, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99.1 Press Release of MetLife, Inc., dated November 17, 2003, announcing certain personnel changes. 99.2 Press Release of MetLife, Inc., dated November 17, 2003, announcing MetLife, Inc.'s intent to resume its common stock repurchase activity. 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: November 17, 2003 EXHIBIT INDEX Exhibit Number Exhibit - ------- ------- 99.1 Press Release of MetLife, Inc., dated November 17, 2003, announcing certain personnel changes. 99.2 Press Release of MetLife, Inc., dated November 17, 2003, announcing MetLife, Inc.'s intent to resume its common stock repurchase activity. EX-99.1 3 y91830aexv99w1.txt PRESS RELEASE Exhibit 99.1 Contacts: For Media: John Calagna 212-578-6252 jcalagna@metlife.com For Investors: Kevin Helmintoller 212-578-5140 helmintoller@metlife.com METLIFE VICE CHAIRMAN & CFO STEWART NAGLER TO RETIRE IN 2004 NEW YORK, November 17, 2003 -- MetLife, Inc. (NYSE: MET) today announced that vice chairman and chief financial officer Stewart G. Nagler, after a distinguished career spanning forty years at MetLife, has decided to retire late in 2004. Until his retirement, Nagler will continue to report to chairman and chief executive officer Robert H. Benmosche as vice chairman. He will also continue as a member of the board of directors of MetLife, chairman of the board of Reinsurance Group of America, Inc. and have responsibility for MetLife Auto & Home. Bill Wheeler, currently head of MetLife's Individual Business Product Management, Marketing and Business Development, will assume Nagler's finance-related responsibilities effective December 1. Wheeler joined the company in 1997 as treasurer of MetLife. After MetLife's initial public offering in 2000, during which he played a critical role, Wheeler became the chief financial officer of Institutional Business. He brings significant public-company experience to this new role as well, having spent a number of years as an investment banker for Donaldson, Lufkin & Jenrette. "Through his many contributions over the years, Stu has played an important role in shaping our company and will continue to play a key role in ensuring a smooth transition of the finance functions at MetLife," said Benmosche. "Starting his career with MetLife in 1963 as an assistant actuarial analyst, Stu held a number of positions in actuarial, insurance, pensions and finance, before assuming the role of CFO in 1993. I wish him all the best as he begins an exciting new phase in his life." Joseph Prochaska will be joining MetLife, effective December 8, to assume a new position, Finance Operations and Chief Accounting Officer, reporting to Wheeler. This will include responsibility for the Finance Operations Center, Corporate Controller and Line of Business Controllers. Prochaska joins MetLife from Aon Corporation, where he was the corporate controller. During his tenure at Aon, he drove significant change through the global accounting and reporting functions, especially in the area of systems and processes. He also served as executive vice president and CFO of a major operating division at Aon. Tim Journy, who joined MetLife in September as vice-president and Controller, will report to Joseph Prochaska. Journy joined MetLife from Compass Bancshares, Inc. where he was executive vice president, controller and chief accounting officer. Journy has an extensive background in financial reporting, accounting policy, mergers and acquisitions and internal audit. In addition to the functions headed up by Prochaska, Wheeler will also assume responsibility for Treasury; Actuarial, Tax, Risk Management & Strategic Planning; Investor Relations; and Mergers and Acquisitions. "This senior finance team of Bill, Joe and Tim, will be working closely together to lead our finance organization forward," said Benmosche. MetLife, Inc., through its subsidiaries and affiliates, is a leading provider of insurance and other financial services to individual and institutional customers. The MetLife companies serve approximately 12 million individuals in the U.S. and provide benefits to 37 million employees and family members through their plan sponsors. Outside the U.S., the MetLife companies have insurance operations in 12 countries serving approximately 8 million customers. # # # EX-99.2 4 y91830aexv99w2.txt PRESS RELEASE Exhibit 99.2 Contacts: For Media: John Calagna 212-578-6252 jcalagna@metlife.com For Investors: Kevin Helmintoller 212-578-5140 helmintoller@metlife.com METLIFE ANNOUNCES STOCK REPURCHASE PLANS NEW YORK, November 17, 2003 -MetLife, Inc. (NYSE:MET) today announced that it intends to resume its common stock repurchase activity under its existing $1 billion share repurchase program, of which $806 million remains. The company's repurchase authorization permits repurchases from the MetLife Policyholder Trust, in the open market and through privately negotiated transactions. The timing of all repurchases will be dependent upon several factors, including the company's capital position, general market conditions, a determination that the repurchase would not adversely affect the company's credit or financial strength ratings, the price of the company's common stock and other corporate considerations. The company's stock repurchase program may be modified, extended or terminated by its board of directors at any time. MetLife, Inc., through its subsidiaries and affiliates, is a leading provider of insurance and other financial services to individual and institutional customers. The MetLife companies serve approximately 12 million individuals in the U.S. and provide benefits to 37 million employees and family members through their plan sponsors. Outside the U.S., the MetLife companies have insurance operations in 12 countries serving approximately 8 million customers. # # # This release contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in the company's operations and financial results and the business and the products of the company and its subsidiaries, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects on the company. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties including, but not limited to the following: (i) changes in general economic conditions, including the performance of financial markets and interest rates; (ii) heightened competition, including with respect to pricing, entry of new competitors and the development of new products by new and existing competitors; (iii) unanticipated changes in industry trends; (iv) the company'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; (v) deterioration in the experience of the "closed block" established in connection with the reorganization of Metropolitan Life Insurance Company; (vi) catastrophe losses; (vii) adverse results from litigation, arbitration or regulatory investigations; (viii) regulatory, accounting or tax changes that may affect the cost of, or demand for, the company's products or services; (ix) downgrades in the company's and its affiliates' claims paying ability, financial strength or debt ratings; (x) changes in rating agency policies or practices; (xi) discrepancies between actual claims experience and assumptions used in setting prices for the company's products and establishing the liabilities for the company's obligations for future policy benefits and claims; (xii) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xiii) the effects of business disruption or economic contraction due to terrorism or other hostilities; and (xiv) other risks and uncertainties described from time to time in the company's filings with the Securities and Exchange Commission, including its S-1 and S-3 registration statements. The company specifically disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. -----END PRIVACY-ENHANCED MESSAGE-----