UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 20 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MetLife, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
59156R108
(CUSIP Number)
James L. Lipscomb, Esq.
Executive Vice-President and General Counsel
MetLife, Inc.
200 Park Avenue
New York, NY 10166-0188
(212) 578-2211
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 7, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
SCHEDULE 13D
CUSIP No. 59156R108 Page 2 of 10 Pages
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(1) Names of Reporting Persons Board of Directors of MetLife, Inc.,
as an entity
I.R.S. Identification
Nos. of Above Persons Not applicable
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(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds Not Applicable. See Item 4
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of
Organization
U.S.A.
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Number of Shares (7) Sole Voting Power 0
Beneficially Owned
by Each Reporting --------------------------------------------------------
Person With
(8) Shared Voting Power 317,387,457*
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(9) Sole Dispositive Power 0
--------------------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 317,387,457
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
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(13) Percent of Class Represented
by Amount in Row 11 43.2%
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(14) Type of Reporting Person
OO
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* Unless otherwise indicated, all information relating to beneficial ownership
of the Shares by the Reporting Persons is as of February 28, 2005.
SCHEDULE 13D
CUSIP No. 59156R108 Page 3 of 10 Pages
Items 4 and 5 are amended as set forth below:
ITEM 4. PURPOSE OF TRANSACTION.
The Board of Directors is reporting beneficial ownership of
317,387,457 shares of Common Stock (the "Shares") held by the MetLife
Policyholder Trust (the "Trust") under the Plan of Reorganization, dated
September 28, 1999, as amended (the "Plan"), of Metropolitan Life Insurance
Company ("MetLife").
On April 7, 2000, 494,466,664 Shares were issued to the Trust
pursuant to Section 5.2(d) of the Plan, a copy of which is filed as an exhibit
to this statement. No consideration has been separately provided therefor by any
member of the Board of Directors, except for Shares allocated to such member
pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries under
the Purchase and Sale Program provided for by the Trust Agreement (as defined
below) have resulted in a decrease in the number of Shares held by the Trust
from 494,466,664 to 317,387,457 (as adjusted to reflect refinements in the
calculation of the number of Shares issued to the Trust under the Plan).
Under the Plan and the MetLife Policyholder Trust Agreement, dated
as of November 3, 1999 (as amended, the "Trust Agreement"), by and among
MetLife, the Issuer, Wilmington Trust Company (the "Trustee") and ChaseMellon
Shareholder Services, L.L.C., as custodian (now known as Mellon Investor
Services LLC, the "Custodian"), a copy of which is attached as an exhibit to
this statement, certain eligible policyholders of MetLife ("Trust Eligible
Policyholders") have been allocated a number of interests in the Trust ("Trust
Interests") equal to the number of shares of Common Stock allocated to the Trust
Eligible Policyholders in accordance with the Plan. The assets of the Trust
principally are the Shares issued to the Trust for the benefit of the Trust
Eligible Policyholders and permitted transferees (collectively, the
"Beneficiaries"). The Shares are held in the name of the Trustee, on behalf of
the Trust, which has legal title over the Shares. The Beneficiaries do not have
legal title to any part of the assets of the Trust. The Trust Interests
represent undivided fractional interests in the Shares and other assets of the
Trust beneficially owned by a Trust Beneficiary through the Custodian.
The Trust Agreement provides the Trustee with directions as to the
manner in which to vote, assent or consent the Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Issuer, with the exception of a Beneficiary Consent Matter (as defined
below), the Trustee will vote in accordance with the
SCHEDULE 13D
CUSIP No. 59156R108 Page 4 of 10 Pages
recommendation given by the Board of Directors of the Issuer to its stockholders
or, if no such recommendation is given, as directed by the Board. On all
Beneficiary Consent Matters, the Trustee will vote all of the Shares in favor
of, in opposition to or abstain from the matter in the same ratio as the Trust
Interests of the Beneficiaries that returned voting instructions to the Trustee
indicated preferences for voting in favor of, in opposition to or abstaining
from such matter. The Trust Agreement also contains provisions allowing
Beneficiaries to instruct the Custodian to withdraw their allocated Trust Shares
to participate in any tender or exchange offer for the Common Stock and to make
any cash or share election, or perfect any dissenter's rights, in connection
with a merger of the Issuer.
A "Beneficiary Consent Matter" is:
(i) a contested election of directors or, subject to certain conditions,
the removal of a director,
(ii) a merger or consolidation, a sale, lease or exchange of all or
substantially all of the assets or a recapitalization or dissolution
of the Issuer, if it requires a vote of stockholders under
applicable Delaware law,
(iii) any transaction that would result in an exchange or conversion of
the Shares for cash, securities or other property,
(iv) issuances of Common Stock prior to the first anniversary of the
effective date of the Plan (the "Effective Date") at a price
materially below the prevailing market price, if a vote is required
to approve the issuance under Delaware law, other than issuances in
an underwritten public offering or pursuant to an employee benefit
plan,
(v) before the first anniversary of the Effective Date, any matter that
requires approval by a vote of more than a majority of the
outstanding stock of the Issuer entitled to vote thereon under
Delaware law or the certificate of incorporation or the by-laws of
the Issuer, and any amendment to the certificate of incorporation or
by-laws of the Issuer that is submitted to a vote of stockholders
for approval, and
(vi) proposals submitted to stockholders requiring the Board of Directors
to amend the Issuer's Stockholder Rights Plan, or redeem rights
under that plan, other than a proposal with respect to which the
Issuer 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.
The Trust Agreement contains provisions enabling the Beneficiaries
to withdraw the Shares allocated to them under the Plan and the Trust Agreement
for resale or otherwise and to receive dividends on such Shares.
SCHEDULE 13D
CUSIP No. 59156R108 Page 5 of 10 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As an entity, the Board of Directors of the Issuer beneficially owns
317,387,457 shares or 43.2% of the Issuer's outstanding Common
Stock. The Board of Directors of the Issuer is deemed to
beneficially own the shares of Common Stock held by the Trust
because the Board will direct the voting of these shares on certain
matters submitted to a vote of stockholders. See Item 4.
(b) As an entity, the Board of Directors of the Issuer has shared voting
power with respect to 317,387,457 shares of Common Stock.
(c) Except as described in Item 4, there were no transactions in the
class of securities reported on that were effected by the Reporting
Persons since October 31, 2004 other than transactions by
Beneficiaries under the Purchase and Sale Program provided for by
the Trust Agreement, resulting in a decrease in the number of shares
of Common Stock held by the Trust from 324,080,296 to 317,387,457.
(d) The Beneficiaries of the Trust have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares allocated to them under the Plan and the
Trust Agreement. See Item 4.
SCHEDULE 13D
CUSIP No. 59156R108 Page 6 of 10 Pages
SIGNATURES.
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: March 7, 2005
*
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Curtis H. Barnette
*
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Robert H. Benmosche
*
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Burton A. Dole, Jr.
*
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Cheryl W. Grise
*
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James R. Houghton
*
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Harry P. Kamen
*
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Helene L. Kaplan
*
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John M. Keane
*
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James M. Kilts
*
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Charles M. Leighton
*
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Sylvia M. Mathews
SCHEDULE 13D
CUSIP No. 59156R108 Page 7 of 10 Pages
*
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Hugh B. Price
*
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Kenton J. Sicchitano
*
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William C. Steere, Jr.
* By /s/ Gwenn L. Carr
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Gwenn L. Carr
Attorney-in-fact