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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 9, 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 June 9, 2005, MetLife, Inc., a Delaware corporation ("MetLife"), entered
into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and
incorporated herein by reference), and (ii) a pricing agreement relating to
60,000,000 shares of its 6.50% Non-Cumulative Preferred Stock, Series B (the
"series B preferred shares") (attached hereto as Exhibit 1.2 and incorporated
herein by reference), each among MetLife, Banc of America Securities LLC,
Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters (the "Underwriters"), pursuant to
which the Underwriters agreed to purchase the series B preferred shares from
MetLife.
The series B preferred shares are being offered and sold pursuant to the
shelf registration statement on Form S-3 (File Nos. 333-124358, 333-124358-01
and 333-124358-02 under the Securities Act) filed with the U.S. Securities and
Exchange Commission (the "Commission") on April 27, 2005, and a prospectus
supplement dated June 9, 2005 (the "Prospectus Supplement"). The terms of the
series B preferred shares are set forth in the Prospectus Supplement
(previously filed with the Commission pursuant to Rule 424(b)(5) under the
Securities Act).
On June 13,2005, LeBoeuf, Lamb, Greene & MacRae, L.L.P., 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 Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife issued
on June 13, 2005 (the "series A preferred shares"). For additional information
concerning the offering of the series A preferred shares, see MetLife's Form
8-K filed on June 10, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement dated June 9, 2005 among MetLife, Inc. and the
Underwriters.
1.2 Pricing Agreement dated June 9, 2005 among MetLife, Inc. and the
Underwriters, relating to the series B preferred shares.
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 above)
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: June 13, 2005
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EXHIBIT INDEX
1.1 Underwriting Agreement dated June 9, 2005 among MetLife,
Inc. and the Underwriters.
1.2 Pricing Agreement dated June 9, 2005 among MetLife, Inc. and
the Underwriters, relating to the series B preferred shares.
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
above).
3