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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2001.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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METLIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6719 13-4075851
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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ONE MADISON AVENUE
NEW YORK, NEW YORK 10010-3690
(212) 578-2211
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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GARY A. BELLER, ESQ.
SENIOR EXECUTIVE VICE-PRESIDENT AND GENERAL COUNSEL
METLIFE, INC.
ONE MADISON AVENUE
NEW YORK, NEW YORK 10010-3690
(212) 578-2211
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
FAITH GROSSNICKLE, ESQ. PHYLLIS G. KORFF, ESQ. NICHOLAS A. KRONFELD, ESQ.
ERIN E. ZYKO, ESQ. SUSAN J. SUTHERLAND, ESQ. DAVIS POLK & WARDWELL
SHEARMAN & STERLING SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 450 LEXINGTON AVENUE
599 LEXINGTON AVENUE FOUR TIMES SQUARE NEW YORK, NEW YORK 10017
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10036-6522 (212) 450-4950
(212) 848-4000 (212) 735-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
the registrant.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box. [
]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE REGISTRATION FEE
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Common Stock of MetLife, Inc., $0.01 par
value, including Series A Junior
Participating Preferred Stock purchase
rights attached thereto(2).................. 60,000,000 $32.21 $1,932,600,000 $483,150
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(1) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the
registration fee is calculated based on the average of the high and low
prices for the common stock, as reported on the New York Stock Exchange on
June 5, 2001.
(2) The Series A Junior Participating Preferred Stock purchase rights initially
are attached to and trade with all the shares of common stock outstanding as
of, and issued subsequent to, April 4, 2000, pursuant to the terms of
MetLife, Inc.'s Rights Agreement, dated as of April 4, 2000. Until the
occurrence of certain prescribed events, the rights are not exercisable, are
evidenced by the certificates for the common stock and will be transferred
only with the common stock. The value attributable to such rights, if any,
is reflected in the market price of the common stock.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 12, 2001
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 , 2001
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TABLE OF CONTENTS
PAGE
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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
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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 a nonconsolidated 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 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
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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.
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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.
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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
approximately 70,000 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
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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.
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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.
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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
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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
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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
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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.
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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
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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.
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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
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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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
MetLife, Inc. will pay all fees and expenses associated with filing this
registration statement. Such expenses are estimated to be as follows:
Securities and Exchange Commission Registration Fee......... $483,150
NASD Filing Fee............................................. $ 30,500
Printing and Engraving Fees and Expenses.................... $ 8,500
Accounting Fees and Expenses................................ $ 25,000
Legal Fees.................................................. $ 50,000
Miscellaneous............................................... $ 5,000
--------
Total....................................................... $602,150
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
MetLife, Inc.'s directors and officers may be indemnified against
liabilities, fines, penalties and claims imposed upon or asserted against them
as provided in the Delaware General Corporation Law and MetLife, Inc.'s Amended
and Restated Certificate of Incorporation and Amended and Restated By-Laws. Such
indemnification covers all costs and expenses incurred by a director or officer
in his capacity as such. The board of directors, by a majority vote of a quorum
of disinterested directors or, under certain circumstances, independent counsel
appointed by the board of directors, must determine that the director or officer
seeking indemnification was not guilty of willful misconduct or a knowing
violation of the criminal law. In addition, the Delaware General Corporation Law
and MetLife, Inc.'s Amended and Restated Certificate of Incorporation may under
certain circumstances eliminate the liability of directors and officers in a
stockholder or derivative proceeding.
If the person involved is not a director or officer of MetLife, Inc., the
board of directors may cause MetLife, Inc. to indemnify, to the same extent
allowed for MetLife, Inc.'s directors and officers, such person who was or is a
party to a proceeding by reason of the fact that he is or was MetLife, Inc.'s
employee or agent, or is or was serving at MetLife, Inc.'s request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise.
MetLife, Inc. has in force and effect policies insuring its directors and
officers against losses which they or any of them will become legally obligated
to pay by reason of any actual or alleged error or misstatement or misleading
statement or act or omission or neglect or breach of duty by the directors and
officers in the discharge of their duties, individually or collectively, or any
matter claimed against them solely by reason of their being directors or
officers. Such coverage is limited by the specific terms and provisions of the
insurance policies.
ITEM 16. LIST OF EXHIBITS.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-5.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
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foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs 1(i) and 1(ii) do not apply if the
registration statement is on Form S-3, S-8 or F-3, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was
declared effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on June 12, 2001.
METLIFE, INC.
By /s/ ROBERT H. BENMOSCHE
------------------------------------
Name: Robert H. Benmosche
Title: Chairman
KNOWN ALL MEN BY THESE PRESENTS that each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Gary A.
Beller, Leland C. Launer, Jr. and Stewart G. Nagler, or any of them, as such
person's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments to
the Registration Statement, including post-effective amendments, and
registration statements filed pursuant to Rule 462 under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and does
hereby grant unto each said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
each said attorney-in-fact and agent, or any substitute therefor, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT H. BENMOSCHE Chairman, President, Chief June 12, 2001
--------------------------------------------------- Executive Officer and Director
Robert H. Benmosche (Principal Executive Officer)
/s/ GERALD CLARK Vice-Chairman, Chief Investment June 12, 2001
--------------------------------------------------- Officer and Director
Gerald Clark
/s/ STEWART G. NAGLER Vice-Chairman, Chief Financial June 12, 2001
--------------------------------------------------- Officer and Director
Stewart G. Nagler
/s/ CURTIS H. BARNETTE Director June 12, 2001
---------------------------------------------------
Curtis H. Barnette
/s/ JOAN GANZ COONEY Director June 12, 2001
---------------------------------------------------
Joan Ganz Cooney
/s/ JOHN C. DANFORTH Director June 12, 2001
---------------------------------------------------
John C. Danforth
Director , 2001
---------------------------------------------------
Burton A. Dole, Jr.
II-3
21
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES R. HOUGHTON Director June 12, 2001
---------------------------------------------------
James R. Houghton
/s/ HARRY P. KAMEN Director June 12, 2001
---------------------------------------------------
Harry P. Kamen
/s/ HELENE L. KAPLAN Director June 12, 2001
---------------------------------------------------
Helene L. Kaplan
/s/ CHARLES M. LEIGHTON Director June 12, 2001
---------------------------------------------------
Charles M. Leighton
/s/ JOHN J. PHELAN, JR. Director June 12, 2001
---------------------------------------------------
John J. Phelan, Jr.
/s/ HUGH B. PRICE Director June 12, 2001
---------------------------------------------------
Hugh B. Price
/s/ RUTH J. SIMMONS Director June 12, 2001
---------------------------------------------------
Ruth J. Simmons
/s/ WILLIAM C. STEERE, JR. Director June 12, 2001
---------------------------------------------------
William C. Steere, Jr.
II-4
22
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
2.1 Plan of Reorganization (Incorporated by reference to Exhibit
2.1 to MetLife, Inc.'s Registration Statement on Form S-1
(No. 333-91517) (the "S-1 Registration Statement")).
2.2 Amendment to Plan of Reorganization dated as of March 9,
2000 (Incorporated by reference to Exhibit 2.2 to the S-1
Registration Statement).
3.1 Amended and Restated Certificate of Incorporation of
MetLife, Inc. (Incorporated by reference to Exhibit 3.1 to
MetLife, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the Commission on March
14, 2001) (the "2000 Annual Report")).
3.2 Amended and Restated By-Laws of MetLife, Inc. (Incorporated
by reference to Exhibit 3.2 to the 2000 Annual Report).
4.1 Form of Senior Indenture (Incorporated by reference to
Exhibit 4.1 to MetLife, Inc.'s, MetLife Capital Trust II's
and MetLife Capital Trust III's Registration Statement on
Form S-3 (Nos. 333-61282, 333-61282-01 and 333-61282-02)
(the "S-3 Registration Statement")).
4.2 Form of Subordinated Indenture (Incorporated by reference to
Exhibit 4.2 to the S-3 Registration Statement).
4.3 Certificate of Trust of MetLife Capital Trust II
(Incorporated by reference to Exhibit 4.6 to the S-3
Registration Statement).
4.4 Certificate of Trust of MetLife Capital Trust III
(Incorporated by reference to Exhibit 4.7 to the S-3
Registration Statement).
4.5 Declaration of Trust of MetLife Capital Trust II
(Incorporated by reference to Exhibit 4.8 to the S-3
Registration Statement).
4.6 Declaration of Trust of MetLife Capital Trust III
(Incorporated by reference to Exhibit 4.9 to the S-3
Registration Statement).
4.7 Form of Amended and Restated Declaration of Trust of MetLife
Capital Trust II (Incorporated by reference to Exhibit 4.10
to the S-3 Registration Statement).
4.8 Form of Amended and Restated Declaration of Trust of MetLife
Capital Trust III (Incorporated by reference to Exhibit 4.11
to the S-3 Registration Statement).
4.9 Form of Trust Preferred Security Certificate of MetLife
Capital Trust II (Included in Exhibit 4.7 incorporated by
reference to Exhibit 4.10 to the S-3 Registration
Statement).
4.10 Form of Trust Preferred Security Certificate of MetLife
Capital Trust III (Included in Exhibit 4.8 incorporated by
reference to Exhibit 4.11 to the S-3 Registration
Statement).
4.11 Form of Trust Preferred Securities Guarantee Agreement for
MetLife Capital Trust II (Incorporated by reference to
Exhibit 4.14 to the S-3 Registration Statement).
4.12 Form of Trust Preferred Securities Guarantee Agreement for
MetLife Capital Trust III (Incorporated by reference to
Exhibit 4.15 to the S-3 Registration Statement).
4.13 Form of Common Securities Guarantee Agreement for MetLife
Capital Trust II (Incorporated by reference to Exhibit 4.16
to the S-3 Registration Statement).
4.14 Form of Common Securities Guarantee Agreement for MetLife
Capital Trust III (Incorporated by reference to Exhibit 4.17
to the S-3 Registration Statement).
4.15 Form of Certificate for Common Stock, par value $0.01 per
share (Incorporated by reference to Exhibit 4.1 to the S-1
Registration Statement).
4.16 Indenture between MetLife, Inc. and The Bank of New York, as
trustee, relating to the Debentures (Incorporated by
reference to Exhibit 4.2 to the 2000 Annual Report).
4.17 First Supplemental Indenture between MetLife, Inc. and The
Bank of New York, as trustee, relating to the Debentures
(Incorporated by reference to Exhibit 4.3 to the 2000 Annual
Report).
II-5
23
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
4.18 Certificate of Trust of MetLife Capital Trust I
(Incorporated by reference to Exhibit 4.3 to MetLife, Inc.'s
and MetLife Capital Trust I's Registration Statement on Form
S-1 (Nos. 333-32074 and 333-32074-01) (the "Trust
Registration Statement")).
4.19 Declaration of Trust of MetLife Capital Trust I
(Incorporated by reference to Exhibit 4.4 to the Trust
Registration Statement).
4.20 Amended and Restated Declaration of Trust of MetLife Capital
Trust I (Incorporated by reference to Exhibit 4.6 to the
2000 Annual Report).
4.21 Capital Securities Guarantee Agreement for MetLife Capital
Trust I (Incorporated by reference to Exhibit 4.7 to the
2000 Annual Report).
4.22 Capital Security Certificate of MetLife Capital Trust I
(included in Exhibit 4.20 Incorporated by reference to
Exhibit 4.6 to the 2000 Annual Report).
4.23 Purchase Contract Agreement (Incorporated by reference to
Exhibit 4.9 to the 2000 Annual Report).
4.24 Pledge Agreement (Incorporated by reference to Exhibit 4.10
to the 2000 Annual Report).
4.25 Form of Debenture (Included in Exhibit 4.17 Incorporated by
reference to Exhibit 4.3 to the 2000 Annual Report).
4.26 Form of Normal Unit (Included in Exhibit 4.23 Incorporated
by reference to Exhibit 4.9 to the 2000 Annual Report).
4.27 Form of Stripped Unit (Included in Exhibit 4.23 Incorporated
by reference to Exhibit 4.9 to the 2000 Annual Report).
4.28 Common Securities Guarantee Agreement (Incorporated by
reference to Exhibit 4.14 to the 2000 Annual Report).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to
Validity of the Common Stock.
10.1 Form of Stock Purchase Agreement among MetLife, Inc.,
Metropolitan Life Insurance Company, Credit Suisse Group or
its affiliates and Banco Santander, Central Hispano S.A. or
its affiliates (Incorporated by reference to Exhibit 10.51
to the S-1 Registration Statement).
10.2 Stock Purchase Agreement, dated April 3, 2000, among
MetLife, Inc., Metropolitan Life Insurance Company and Banco
Santander Central Hispano, S.A.
10.3 Stock Purchase Agreement, dated April 3, 2000, among
MetLife, Inc., Metropolitan Life Insurance Company and
Credit Suisse First Boston (through its Guernsey Branch) and
Winterthur Life.
10.4 Standstill Agreement, dated April 3, 2000, between MetLife,
Inc. and Banco Santander Central Hispano, S.A.
10.5 Transferee Standstill Agreement, dated December 22, 2000,
between MetLife, Inc. and Santusa Holding, S.L.
10.6 Standstill Agreement, dated April 3, 2000, between MetLife,
Inc. and Credit Suisse First Boston (through its Guernsey
Branch) and Winterthur Life.
10.7 Standstill Agreement, dated April 7, 2000, between MetLife,
Inc. and Credit Suisse Group, Guernsey Branch.
10.8 MetLife Deferred Compensation Plan 2000 for Senior Officers
(Incorporated by reference to Exhibit 10.1 to the S-1
Registration Statement).
10.9 MetLife Deferred Compensation Plan 2000 for Officers
(Incorporated by reference to Exhibit 10.2 to the S-1
Registration Statement).
10.10 Form of Employment Continuation Agreement with Messrs.
Benmosche, Nagler and Clark (Incorporated by reference to
Exhibit 10.3 to the S-1 Registration Statement).
II-6
24
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
10.11 Form of Employment Continuation Agreement with Mr. Henrikson
and other executive officers (Incorporated by reference to
Exhibit 10.4 to the S-1 Registration Statement).
10.12 Employment Continuation Agreement with Mr. Benson
(Incorporated by reference to Exhibit 10.5 to the S-1
Registration Statement).
10.13 Rights Agreement (Incorporated by reference to Exhibit 10.6
to the 2000 Annual Report).
10.14 MetLife, Inc. 2000 Stock Incentive Plan, as amended and
restated on March 28, 2000 (Incorporated by reference to
Exhibit 10.7 to the S-1 Registration Statement).
10.15 MetLife, Inc. 2000 Directors Stock Plan, as amended and
restated on March 28, 2000 (Incorporated by reference to
Exhibit 10.8 to the S-1 Registration Statement).
10.16 Amended and Restated Employment Continuation Agreement with
Ms. Rein (Incorporated by reference to Exhibit 10.9 to the
S-1 Registration Statement).
10.17 Employment Continuation Agreement between Ms. Rein and
Metropolitan Property and Casualty Insurance Company, dated
March 3, 2000 (Incorporated by reference to Exhibit 10.10 to
the S-1 Registration Statement).
10.18 Employment Agreement between New England Life Insurance
Company and James M. Benson, dated June 16, 1997
(Incorporated by reference to Exhibit 10.11 to the S-1
Registration Statement).
10.19 Policyholder Trust Agreement (Incorporated by reference to
Exhibit 10.12 to the S-1 Registration Statement).
10.20 Restatement of the Excess Asbestos Indemnity Insurance
Policy, dated as of December 31, 1998, between Stockwood
Reinsurance Company, Ltd. and Metropolitan Life Insurance
Company (Incorporated by reference to Exhibit 10.13 to the
S-1 Registration Statement).
10.21 Restatement of the Excess Asbestos Indemnity Insurance
Policy, dated as of December 31, 1998, between European
Reinsurance Corporation of America and Metropolitan Life
Insurance Company (Incorporated by reference to Exhibit
10.14 to the S-1 Registration Statement).
10.22 Restatement of the Excess Asbestos Indemnity Insurance
Policy, dated as of December 31, 1998, between Granite State
Insurance Company and Metropolitan Life Insurance Company
(Incorporated by reference to Exhibit 10.16 to the S-1
Registration Statement).
10.23 Form of Reinsurance Agreement, dated as of October 1, 2000,
between Metropolitan Life Insurance Company and certain
reinsurers (Incorporated by reference to Exhibit 10.18 to
the 2000 Annual Report).
10.24 Amended and Restated Aggregate Excess of Loss Reinsurance
Agreement, dated as of March 1, 2000, between American
International Life Assurance Company of New York and
Metropolitan Life Insurance Company (Incorporated by
reference to Exhibit 10.1 to the MetLife, Inc. Report on
Form 10-Q for the quarter ended March 31, 2000 (the "First
Quarter 2000 10-Q")).
10.25 Amended and Restated Aggregate Excess of Loss Reinsurance
Agreement, dated as of March 1, 2000, between Stockwood
Reinsurance Company, Ltd. and Metropolitan Life Insurance
Company (Incorporated by reference to Exhibit 10.2 to the
First Quarter 2000 10-Q).
10.26 Five-Year Credit Agreement, dated as of April 27, 1998, and
as amended as of April 26, 1999, among Metropolitan Life
Insurance Company, MetLife Funding, Inc. and the other
parties signatory thereto (Incorporated by reference to
Exhibit 10.18 to the S-1 Registration Statement).
10.27 Amendment No. 2, dated as of June 30, 2000, to the Five-Year
Credit Agreement, among Metropolitan Life Insurance Company,
MetLife Funding, Inc. and the other parties signatory
thereto (Incorporated by reference to Exhibit 10.20 to the
2000 Annual Report).
II-7
25
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
10.28 364-Day Credit Agreement, dated as of April 25, 2001, among
MetLife, Inc., Metropolitan Life Insurance Company, MetLife
Funding, Inc. and the other parties signatory thereto
(Incorporated by reference to Exhibit 10.21 to the S-3
Registration Statement).
10.29 Stipulation of Settlement, as amended, relating to
Metropolitan Life Insurance Company Sales Practices
Litigation (Incorporated by reference to Exhibit 10.21 to
the S-1 Registration Statement).
10.30 Consulting Agreement with Harry P. Kamen, effective July 1,
1999 (Incorporated by reference to Exhibit 10.22 to the S-1
Registration Statement).
10.31 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after April 1, 2001) (Incorporated by reference to Exhibit
10.24 to the S-3 Registration Statement).
10.32 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 2000) (Incorporated by reference to Exhibit
10.24 to the S-1 Registration Statement).
10.33 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 1999) (Incorporated by reference to Exhibit
10.25 to the S-1 Registration Statement).
10.34 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 1998) (Incorporated by reference to Exhibit
10.26 to the S-1 Registration Statement).
10.35 Metropolitan Life Insurance Company Long Term Performance
Compensation Plan (for performance periods starting on or
after January 1, 1997) (Incorporated by reference to Exhibit
10.27 to the S-1 Registration Statement).
10.36 Metropolitan Life Insurance Company Annual Variable
Incentive Plan (for performance periods starting on or after
January 1, 2000) (Incorporated by reference to Exhibit 10.28
to the S-1 Registration Statement).
10.37 The New Metropolitan Life Auxiliary Retirement Benefits
Plan, as amended and restated, effective January 1, 1996
(Incorporated by reference to Exhibit 10.29 to the S-1
Registration Statement).
10.38 The New Metropolitan Life Supplemental Auxiliary Retirement
Benefits Plan, effective January 1, 1996, and Amendment
thereto (Incorporated by reference to Exhibit 10.30 to the
S-1 Registration Statement).
10.39 Metropolitan Life Auxiliary Savings and Investment Plan,
restated effective through August 15, 1998 (Incorporated by
reference to Exhibit 10.31 to the S-1 Registration
Statement).
10.40 Metropolitan Life Supplemental Auxiliary Savings and
Investment Plan (as amended and restated as of September 1,
1998) and Amendment thereto (Incorporated by reference to
Exhibit 10.32 to the S-1 Registration Statement).
10.41 Supplemental Auxiliary Savings and Investment Plan of
Participating Metropolitan Affiliates, effective January 1,
1996 (Incorporated by reference to Exhibit 10.33 to the S-1
Registration Statement).
10.42 Metropolitan Life Supplemental Retirement Benefits Plan and
Amendment thereto, effective January 1, 1995 (Incorporated
by reference to Exhibit 10.34 to the S-1 Registration
Statement).
10.43 New England Financial Annual Variable Incentive Plan (for
performance periods starting on or after January 1, 2000)
(Incorporated by reference to Exhibit 10.35 to the S-1
Registration Statement).
II-8
26
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
10.44 New England Financial Long Term Performance Compensation
Plan (for performance periods starting on or after January
1, 2000) (Incorporated by reference to Exhibit 10.36 to the
S-1 Registration Statement).
10.45 New England Life Insurance Company Select Employees
Supplemental 401(k) Plan, as amended and restated effective
January 1, 2000 (Incorporated by reference to Exhibit 10.37
to the S-1 Registration Statement).
10.46 New England Life Insurance Company Supplemental Retirement
Plan, as amended and restated effective January 1, 2000
(Incorporated by reference to Exhibit 10.38 to the S-1
Registration Statement).
10.47 The New England Life Insurance Company Select Employees
Supplemental Retirement Plan, as amended and restated
effective January 1, 2000 (Incorporated by reference to
Exhibit 10.39 to the S-1 Registration Statement).
10.48 The New England Life Insurance Company Senior Executive
Nonqualified Elective Deferral Plan, effective January 1,
1998 (Incorporated by reference to Exhibit 10.40 to the S-1
Registration Statement).
10.49 New England Financial Long Term Performance Compensation
Plan (for each of the three-year performance periods
commencing on January 1, 1997, 1998 and 1999, respectively)
(Incorporated by reference to Exhibit 10.41 to the S-1
Registration Statement).
10.50 The New England Short-Term Incentive Plan (for performance
periods starting on or after January 1, 1999) (Incorporated
by reference to Exhibit 10.42 to the S-1 Registration
Statement).
10.51 Metropolitan Life Insurance Company Annual Variable
Incentive Plan (for performance periods starting on or after
January 1, 1999) (Incorporated by reference to Exhibit 10.43
to the S-1 Registration Statement).
10.52 Form of Capital Note (Incorporated by reference to Exhibit
10.44 to the S-1 Registration Statement).
10.53 1993 Fiscal Agency Agreement between Metropolitan Life
Insurance Company and The Chase Manhattan Bank, N.A., dated
as of November 1, 1993 (Incorporated by reference to Exhibit
10.45 to the S-1 Registration Statement).
10.54 1995 Fiscal Agency Agreement between Metropolitan Life
Insurance Company and The Chase Manhattan Bank, N.A., dated
as of November 13, 1995 (Incorporated by reference to
Exhibit 10.46 to the S-1 Registration Statement).
10.55 Fiscal Agency Agreement between New England Mutual Life
Insurance Company and The First National Bank of Boston,
dated as of February 10, 1994 (Incorporated by reference to
Exhibit 10.47 to the S-1 Registration Statement).
10.56 Fiscal Agency Agreement between General American Life
Insurance Company and The Bank of New York, dated as of
January 24, 1994 (Incorporated by reference to Exhibit 10.48
to the S-1 Registration Statement).
10.57 Amended and Restated Trust Agreement among GenAmerica
Corporation and Wilmington Trust Company, David L. Herzog,
John W. Hayden and Christopher A. Martin dated as of June 6,
1997 (Incorporated by reference to Exhibit 10.49 to the S-1
Registration Statement).
10.58 Employment Continuation Agreement with Ms. Weber
(Incorporated by reference to Exhibit 10.50 to the S-1
Registration Statement).
10.59 MetLife Deferred Compensation Plan for Officers 2001
(Incorporated by reference to Exhibit 10.55 to the 2000
Annual Report).
10.60 MetLife Individual Business Special Deferred Compensation
Plan 2001 (Incorporated by reference to Exhibit 10.56 to the
2000 Annual Report).
II-9
27
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
------- -----------------------
10.61 Amendment to the New Metropolitan Life Auxiliary Retirement
Benefits Plan (Incorporated by reference to Exhibit 10.57 to
the 2000 Annual Report).
10.62 Amendment to the New Metropolitan Life Supplemental
Auxiliary Retirement Benefits Plan (Incorporated by
reference to Exhibit 10.58 to the 2000 Annual Report).
10.63 Amendment to the Metropolitan Life Supplemental Retirement
Benefits Plan (Incorporated by reference to Exhibit 10.59 to
the 2000 Annual Report).
10.64 Amendment to the Metropolitan Life Supplemental Auxiliary
Savings and Investment Plan (Incorporated by reference to
Exhibit 10.60 to the 2000 Annual Report).
21.1 Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21.1 to the 2000 Annual Report).
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(Included in Exhibit 5.1).
24.1 Powers of Attorney of Certain Officers and Directors of
MetLife, Inc. (Included in the signature pages hereto).
II-10