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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 21, 2005
METLIFE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-15787 13-4075851
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
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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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 15, 2005, MetLife, Inc., a Delaware corporation ("MetLife"),
entered into an underwriting agreement (attached as Exhibit 1.1 to MetLife's
Current Report on Form 8-K dated June 21, 2005 (the "June 21 Form 8-K")) and a
pricing agreement (attached as Exhibit 1.2 to the June 21 Form 8-K) in
connection with the offering of its 6.375% Common Equity Units (the "Common
Equity Units"). On June 21, 2005, MetLife entered into a Stock Purchase
Contract Agreement (attached hereto as Exhibit 4.1 and incorporated herein by
reference) with J.P. Morgan Trust Company, National Association, in connection
with the offering of the Common Equity Units.
For additional information concerning the offering of the Common Equity
Units, see the June 21 Form 8-K.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth in Item 1.01 is incorporated herein by
reference.
ITEM 8.01 OTHER EVENTS.
The information set forth in Item 1.01 is incorporated herein by
reference.
On June 21, 2005, LeBoeuf, Lamb, Greene & MacRae, LLP, attorneys for
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 Common Equity Units. Also on June 21, 2005, Richards, Layton & Finger, P.A.
issued two separate opinions and consents (attached hereto as Exhibits 5.2, 5.3,
23.2 and 23.3, respectively, and incorporated herein by reference) related to
the validity of trust preferred securities issued by MetLife Capital Trust II
and MetLife Capital Trust III, respectively.
In connection with the offering of the Common Equity Units, MetLife,
MetLife Capital Trust II and MetLife Capital Trust III entered into various
agreements, which are attached hereto as exhibits and incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
4.1 Stock Purchase Contract Agreement dated June 21, 2005, between
MetLife, Inc. and J.P. Morgan Trust Company, National Association, as Stock
Purchase Contract Agent.
4.2 Form of Normal Common Equity Unit Certificate (included in
Exhibit 4.1).
4.3 Form of Stripped Common Equity Unit Certificate (included in
Exhibit 4.1).
4.4 Pledge Agreement dated as of June 21, 2005, among MetLife, Inc.,
JPMorgan Chase Bank, National Association, as Collateral Agent, Custodial Agent
and Securities Intermediary and J.P. Morgan Trust Company, National Association,
as Stock Purchase Contract Agent.
4.5 Indenture dated as of June 21, 2005 between MetLife, Inc. and J.P.
Morgan Trust Company, National Association relating to Subordinated Debt
Securities (the "Subordinated Indenture").
4.6 First Supplemental Indenture dated as of June 21, 2005 to the
Subordinated Indenture, between MetLife, Inc. and J.P. Morgan Trust Company,
National Association.
4.7 Form of Series A Debenture (included in Exhibit 4.6).
4.8 Second Supplemental Indenture dated as of June 21, 2005 to the
Subordinated Indenture between MetLife, Inc. and J.P. Morgan Trust Company,
National Association.
4.9 Form of Series B Debenture (included in Exhibit 4.8).
4.10 Certificate of Trust of MetLife Capital Trust II, incorporated by
reference to Exhibit 4.6 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 "2001 S-3 Registration Statement").
4.11 Certificate of Amendment to Certificate of Trust of MetLife Capital
Trust II, incorporated by reference to Exhibit 4.5 to MetLife, Inc.'s, MetLife
Capital Trust II's and MetLife Capital Trust III's Registration Statement on
Form S-3, Registration Nos. 333-112073, 333-112073-02 and 333-112073-01 (the
"2004 S-3 Registration Statement").
4.12 Certificate of Trust of MetLife Capital Trust III, incorporated by
reference to Exhibit 4.7 to the 2001 S-3 Registration Statement.
4.13 Certificate of Amendment to Certificate of Trust of MetLife Capital
Trust III, incorporated by reference to Exhibit 4.6 to the 2004 S-3 Registration
Statement.
4.14 Declaration of Trust of MetLife Capital Trust II, incorporated by
reference to Exhibit 4.8 to the 2001 S-3 Registration Statement.
4.15 Declaration of Trust of MetLife Capital Trust III, incorporated by
reference to Exhibit 4.9 to the 2001 S-3 Registration Statement.
4.16 Amended and Restated Declaration of Trust of MetLife Capital Trust
II dated as of June 21, 2005, among the MetLife, J.P. Morgan Trust Company,
National Association, as Property Trustee, Chase Bank USA, National Association,
as Delaware Trustee, and Anthony J. Williamson, Philip Salmon and Thomas Curran,
individuals, as Administrative Trustees.
4.17 Amended and Restated Declaration of Trust of MetLife Capital Trust
III dated as of June 21, 2005, among the MetLife, J.P. Morgan Trust Company,
National Association, as Property Trustee, Chase Bank USA, National Association,
as Delaware Trustee, and Anthony J. Williamson, Philip Salmon and Thomas Curran,
individuals, as Administrative Trustees.
4.18 Guarantee Agreement dated June 21, 2005 by and between MetLife,
Inc., as Guarantor, and J.P. Morgan Trust Company, National Association, as
Guarantee Trustee, relating to MetLife Capital Trust II.
4.19 Guarantee Agreement dated June 21, 2005 by and between MetLife,
Inc., as Guarantor, and J.P. Morgan Trust Company, National Association, as
Guarantee Trustee, relating to MetLife Capital Trust III.
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP.
5.2 Opinion of Richards, Layton & Finger, P.A., a professional
association.
5.3 Opinion of Richards, Layton & Finger, P.A., a professional
association.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in
Exhibit 5.1 above).
23.2 Consent of Richards, Layton & Finger, P.A., a professional
association (included in Exhibit 5.2 above).
23.3 Consent of Richards, Layton & Finger, P.A., a professional
association (included in Exhibit 5.3 above).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MetLife, Inc.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and
Secretary
Date: June 22, 2005
EXHIBIT INDEX
4.1 Stock Purchase Contract Agreement dated June 21, 2005, between MetLife, Inc.
and J.P. Morgan Trust Company, National Association, as Stock Purchase Contract
Agent.
4.2 Form of Normal Common Equity Unit Certificate (included in Exhibit 4.1).
4.3 Form of Stripped Common Equity Unit Certificate (included in Exhibit 4.1).
4.4 Pledge Agreement dated as of June 21, 2005, among MetLife, Inc., JPMorgan
Chase Bank, National Association, as Collateral Agent, Custodial Agent and
Securities Intermediary and J.P. Morgan Trust Company, National Association, as
Stock Purchase Contract Agent.
4.5 Indenture dated as of June 21, 2005 between MetLife, Inc. and J.P. Morgan
Trust Company, National Association relating to Subordinated Debt Securities
(the "Subordinated Indenture").
4.6 First Supplemental Indenture dated as of June 21, 2005 to the Subordinated
Indenture, between MetLife, Inc. and J.P. Morgan Trust Company, National
Association.
4.7 Form of Series A Debenture (included in Exhibit 4.6).
4.8 Second Supplemental Indenture dated as of June 21, 2005 to the Subordinated
Indenture between MetLife, Inc. and J.P. Morgan Trust Company, National
Association.
4.9 Form of Series B Debenture (included in Exhibit 4.8).
4.10 Certificate of Trust of MetLife Capital Trust II, incorporated by
reference to Exhibit 4.6 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 "2001 S-3 Registration Statement").
4.11 Certificate of Amendment to Certificate of Trust of MetLife Capital Trust
II, incorporated by reference to Exhibit 4.5 to MetLife, Inc.'s, MetLife Capital
Trust II's and MetLife Capital Trust III's Registration Statement on Form S-3,
Registration Nos. 333-112073, 333-112073-02 and 333-112073-01 (the "2004 S-3
Registration Statement").
4.12 Certificate of Trust of MetLife Capital Trust III, incorporated by
reference to Exhibit 4.7 to the 2001 S-3 Registration Statement.
4.13 Certificate of Amendment to Certificate of Trust of MetLife Capital Trust
III, incorporated by reference to Exhibit 4.6 to the 2004 S-3 Registration
Statement.
4.14 Declaration of Trust of MetLife Capital Trust II, incorporated by
reference to Exhibit 4.8 to the 2001 S-8 Registration Statement.
4.15 Declaration of Trust of MetLife Capital Trust III, incorporated by
reference to Exhibit 4.9 to the 2001 S-9 Registration Statement.
4.16 Amended and Restated Declaration of Trust of MetLife Capital Trust II
dated as of June 21, 2005, among the MetLife, J.P. Morgan Trust Company,
National Association, as Property Trustee, Chase Bank USA, National Association,
as Delaware Trustee, and Anthony J. Williamson, Philip Salmon and Thomas Curran,
individuals, as Administrative Trustees.
4.17 Amended and Restated Declaration of Trust of MetLife Capital Trust III
dated as of June 21, 2005, among the MetLife, J.P. Morgan Trust Company,
National Association, as Property Trustee, Chase Bank USA, National Association,
as Delaware Trustee, and Anthony J. Williamson, Philip Salmon and Thomas Curran,
individuals, as Administrative Trustees.
4.18 Guarantee Agreement dated June 21, 2005 by and between MetLife, Inc., as
Guarantor, and J.P. Morgan Trust Company, National Association, as Guarantee
Trustee, relating to MetLife Capital Trust II.
4.19 Guarantee Agreement dated June 21, 2005 by and between MetLife, Inc., as
Guarantor, and J.P. Morgan Trust Company, National Association, as Guarantee
Trustee, relating to MetLife Capital Trust III.
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae LLP.
5.2 Opinion of Richards, Layton & Finger, P.A., a professional association.
5.3 Opinion of Richards, Layton & Finger, P.A., a professional association.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae LLP, (included in Exhibit 5.1
above).
23.2 Consent of Richards, Layton & Finger, P.A., a professional association
(included in Exhibit 5.2 above).
23.3 Consent of Richards, Layton & Finger, P.A., a professional association
(included in Exhibit 5.3 above).