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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 3, 2004
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(Date of earliest event reported)
MetLife, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-15787 13-4075851
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
200 Park Avenue, New York, New York 10166
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 578-2211
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Item 5. Other Events.
On May 26, 2004, MetLife, Inc., a Delaware corporation, entered into
(i) an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated
herein by reference) and (ii) a pricing agreement relating to (x) $200 million
aggregate principal amount of 5.50% senior notes due June 15, 2014 (the "2014
Senior Notes") and (y) $400 million aggregate principal amount of 6.375% senior
notes due June 15, 2034 (the "2034 Senior Notes") (the 2014 Senior Notes and
the 2034 Senior Notes, collectively, the "Senior Notes") (attached hereto as
Exhibit 1.2 and incorporated herein by reference), each among MetLife, Inc. and
Banc of America Securities LLC, pursuant to which Banc of America Securities
LLC, as representative of the underwriters named in the pricing agreement,
agreed to purchase the Senior Notes from MetLife, Inc.
The Senior Notes were sold pursuant to the registration statement on
Form S-3 (File Nos. 333-112073, 333-112073-01 and 333-112073-02) (the
"Registration Statement") filed by MetLife, Inc. with the Securities and
Exchange Commission on January 21, 2004, as amended on March 4, 2004, and a
prospectus supplement dated May 26, 2004 and accompanying prospectus dated
March 4, 2004.
The terms of the 2014 Senior Notes are set forth in an indenture dated
as of November 9, 2001 (the "Original Indenture") (previously filed as an
exhibit to a Form 8-K filed by MetLife, Inc. with the Securities and Exchange
Commission on November 28, 2001 and incorporated herein by reference), as
supplemented by a seventh supplemental indenture dated as of June 3, 2004
(attached hereto as Exhibit 4.1 and incorporated herein by reference).
The terms of the 2034 Senior Notes are set forth in the Original
Indenture, as supplemented by an eighth supplemental indenture dated as of June
3, 2004 (attached hereto as Exhibit 4.3 and incorporated herein by reference).
Item 7. Financial Statements and Exhibits.
The following documents are filed with reference to and hereby
incorporated by reference into the Registration Statement.
(c) Exhibits
1.1 Underwriting Agreement dated May 26, 2004 between MetLife, Inc. and
Banc of America Securities LLC, as representative of the underwriters
named in the Pricing Agreement included as Exhibit 1.2 below.
1.2 Pricing Agreement dated May 26, 2004 between MetLife, Inc. and
Banc of America Securities LLC, as representative of the underwriters
named therein, relating to the Senior Notes.
4.1 Seventh Supplemental Indenture dated as of June 3, 2004 between
MetLife, Inc. and J.P. Morgan Trust Company, National Association (as
successor to Bank One Trust Company, N.A.), as trustee, relating to the
2014 Senior Notes.
4.2 Form of 2014 Senior Note (filed as Exhibit A to Exhibit 4.1 above).
4.3 Eighth Supplemental Indenture dated as of June 3, 2004 between MetLife,
Inc. and J.P. Morgan Trust Company, National Association (as successor
to Bank One Trust Company, N.A.), as trustee, relating to the 2034
Senior Notes.
4.4 Form of 2034 Senior Note (filed as Exhibit A to Exhibit 4.3 above).
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations (included in Exhibit
5.1)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
METLIFE, INC.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Vice-President and Secretary
Date: June 3, 2004
EXHIBIT INDEX
Exhibit
Number Exhibit
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1.1 Underwriting Agreement dated May 26, 2004 between MetLife,
Inc. and Banc of America Securities LLC, as representative of
the underwriters named in the Pricing Agreement included as
Exhibit 1.2 below.
1.2 Pricing Agreement dated May 26, 2004 between MetLife, Inc.
and Banc of America Securities LLC, as representative of the
underwriters named therein, relating to the Senior Notes.
4.1 Seventh Supplemental Indenture dated as of June 3, 2004
between MetLife, Inc. and J.P. Morgan Trust Company, National
Association (as successor to Bank One Trust Company, N.A.), as
trustee, relating to the 2014 Senior Notes.
4.2 Form of 2014 Senior Note (filed as Exhibit A to Exhibit 4.1
above).
4.3 Eighth Supplemental Indenture dated as of June 3, 2004 between
MetLife, Inc. and J.P. Morgan Trust Company, National
Association (as successor to Bank One Trust Company, N.A.), as
trustee, relating to the 2034 Senior Notes.
4.4 Form of 2034 Senior Note (filed as Exhibit A to Exhibit 4.3
above).
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited
liability partnership including professional corporations.
23.1 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited
liability partnership including professional corporations
(included in Exhibit 5.1)