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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): MAY 27, 2005
METLIFE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-15787 13-4075851
(State or other jurisdiction of (Commission file number) (IRS Employer
incorporation) Identification No.)
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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 8.01. OTHER EVENTS
On January 31, 2005, MetLife, Inc. ("MetLife") announced that it plans to
acquire Travelers Insurance Company, excluding certain assets, most
significantly, Primerica, from Citigroup Inc., and substantially all Citigroup's
international insurance businesses ("Citigroup Life Insurance and Annuities").
For additional information concerning the proposed acquisition transaction, see
MetLife's Current Reports on Form 8-K, including those filed on January 31,
2005, February 4, 2005 and May 13, 2005.
The unaudited pro forma interim condensed consolidated financial
information filed herewith as Exhibit 99.1, and incorporated herein by
reference, gives effect to the proposed acquisition transaction as if it had
occurred as of January 1, 2004 for purposes of the unaudited pro forma interim
condensed consolidated statement of income and on March 31, 2005 for purposes of
the unaudited pro forma interim condensed consolidated balance sheet.
The unaudited condensed combined balance sheet of Citigroup Life Insurance
and Annuities Assets to be Acquired and Liabilities to be Assumed as of March
31, 2005, and the related unaudited condensed combined statements of income,
shareholder's equity and cash flows for the three months then ended, included in
Exhibit 99.2, and incorporated herein by reference, have been furnished to
MetLife by Citigroup Inc.
On May 27, 2005, MetLife issued a press release announcing that it has
received a subpoena from the Connecticut Attorney General requesting information
regarding its participation in any finite reinsurance transactions and other
information requests relating to finite insurance or reinsurance from other
regulatory and governmental authorities. A copy of the press release is attached
hereto as Exhibit 99.3 and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 MetLife, Inc.'s unaudited pro forma interim condensed consolidated
balance sheet as of March 31, 2005 and unaudited pro forma interim
condensed consolidated statement of income for the three months ended
March 31, 2005.
99.2 Unaudited condensed combined balance sheet of Citigroup Life Insurance
and Annuities Assets to be Acquired and Liabilities to be Assumed as
of March 31, 2005 and the related unaudited condensed combined
statements of income, shareholder's equity and cash flows for the
three months ended March 31, 2005.
99.3 Press release of MetLife, Inc. dated May 27, 2005 regarding finite
risk insurance information requests.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MetLife, Inc.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and
Secretary
Date: May 27, 2005
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EXHIBIT INDEX
99.1 MetLife, Inc.'s unaudited pro forma interim condensed
consolidated balance sheet as of March 31, 2005 and
unaudited pro forma interim condensed consolidated statement
of income for the three months ended March 31, 2005.
99.2 Unaudited condensed combined balance sheet of Citigroup Life
Insurance and Annuities Assets to be Acquired and
Liabilities to be Assumed as of March 31, 2005 and the
related unaudited condensed combined statements of income,
shareholder's equity and cash flows for the three months
ended March 31, 2005.
99.3 Press release of MetLife, Inc. dated May 27, 2005 regarding
finite risk insurance information requests.
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