-----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, QIVEK0gZv0Mmf8Kxm0bh1M2SXnEaj7knE4Fq1t95Eew/HNWj/wo6/KgODncjeDOF pkxxgiM4KL8V13p5R0Xg5w== 0000950123-05-007438.txt : 20050616 0000950123-05-007438.hdr.sgml : 20050615 20050616160738 ACCESSION NUMBER: 0000950123-05-007438 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050616 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050616 DATE AS OF CHANGE: 20050616 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: 05900445 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 8-K 1 y10056e8vk.txt METLIFE, INC. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES 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 (DATE OF EARLIEST EVENT REPORTED): JUNE 16, 2005 METLIFE, INC. (Exact name of registrant as specified in charter) DELAWARE 1-15787 13-4075851 (State or other jurisdiction of (Commission file number) (IRS Employer incorporation) Identification No.)
--------------------- 200 PARK AVENUE, NEW YORK, NEW YORK 10166-0188 (Address of principal executive offices) (Zip Code)
(212) 578-2211 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 8.01. OTHER EVENTS On June 16,2005, LeBoeuf, Lamb, Greene & MacRae, L.L.P., attorneys for MetLife, Inc., a Delaware Corporation ("MetLife"), issued an opinion and consent (attached hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference) as to the validity of the 6.50% Non-Cumulative Preferred Stock, Series B, of MetLife issued on June 16, 2005 (the "series B preferred shares"). For additional information concerning the offering of the series B preferred shares, see MetLife's Form 8-K filed on June 14, 2005. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5.1 above). SIGNATURES 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 hereunto duly authorized. MetLife, Inc. By: /s/ Gwenn L. Carr ------------------------------------ Name: Gwenn L. Carr Title: Senior Vice-President and Secretary Date: June 16, 2005 2 EXHIBIT INDEX
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P. 23.1 Consent of LeBoeuf, Lamb Greene, & MacRae, L.L.P. (included in Exhibit 5.1 above).
3 EX-5.1 2 y10056exv5w1.txt OPINION OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. [Letterhead of LeBoeuf, Lamb, Greene & MacRae LLP] June 16, 2005 MetLife, Inc. 27-01 Queens Plaza North Long Island City, New York 11101 Re: MetLife, Inc. - Offering of 60,000,000 Shares of 6.50% Non-Cumulative Preferred Stock, Series B Ladies and Gentlemen: We have acted as special counsel for MetLife, Inc., a Delaware corporation (the "Company"), in connection with the public offering by the Company of an aggregate of 60,000,000 shares of 6.50% Non-Cumulative Preferred Stock, Series B, $25 liquidation preference per share (the "Securities"), pursuant to the registration statement (Registration No. 333-124358, 333-124358-01 and 333-124358-02) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") and the related prospectus of the Company dated April 27, 2005, as supplemented by a prospectus supplement, dated June 9, 2005, relating to the Securities, as filed in final form with the Securities and Exchange Commission on June 13, 2005 pursuant to Rule 424(b) under the Act. In connection therewith, we have examined (a) a copy of the global certificate representing the Securities, (b) a copy of the Amended and Restated Certificate of Incorporation of the Company certified by the Secretary of State of the State of Delaware, (c) the Certificate of Designations for the Securities filed with the Secretary of State of the State of Delaware on June 14, 2005 (the "Certificate of Designations"), (d) a copy of the Amended and Restated Bylaws of the Company certified by the Secretary of the Company and (e) such records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinion rendered herein. In addition, we have examined the originals (or copies certified or otherwise identified to our satisfaction) of such other agreements, instruments, certificates, documents and records and have reviewed such questions of law and made such inquiries as we have deemed necessary or appropriate for the purposes of the opinion rendered herein. Metlife, Inc. June 16, 2005 Page 2 In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all such documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid agreements, instruments, certificates, documents and records and upon statements and certificates of officers and representatives of the Company and public officials. Based upon and subject to the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Securities have been duly authorized, and when they have been issued and duly delivered against payment therefor as contemplated by the Underwriting Agreement and the Pricing Agreement, they will be validly issued, fully paid and non-assessable. The opinions expressed above are limited to the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal law of the United States. We consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K dated June 16, 2005, which is incorporated by reference into the Registration Statement and the Final Prospectus, and to the use of our name under the caption "Legal Opinions" contained in the Final Prospectus. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. Very truly yours, /s/LeBoeuf, Lamb, Greene & MacRae, L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----