AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 2005
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
METLIFE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-4075851
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
200 PARK AVENUE
NEW YORK, NEW YORK 10166-0188
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-124358
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
6.375% COMMON EQUITY UNITS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The class of securities to be registered is 6.375% Common Equity Units of
MetLife, Inc.
For a description of the securities to be registered hereunder, reference
is made to the Prospectus dated April 27, 2005 (Registration No. 333-124358), as
supplemented by the related Prospectus Supplement, dated June 15, 2005, both of
which are incorporated herein by reference and made part of this Registration
Statement.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation of MetLife, Inc.,
incorporated by reference to Exhibit 3.1 to MetLife, Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 2000.
3.2 Amended and Restated By-Laws, effective July 27, 2004, of MetLife,
Inc. incorporated by reference to Exhibit 3.2 to MetLife, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2004.
4.1 Form of Stock Purchase Contract Agreement.
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 Form of Pledge Agreement.
4.5 Form of Indenture between MetLife, Inc. and J.P. Morgan Trust Company,
National Association (as successor to Bank One Trust Company, N.A.) relating to
Subordinated Debt Securities (the "Subordinated Indenture"), incorporated by
reference to Exhibit 4.2 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").
4.6 Form of First Supplemental Indenture to the Subordinated Indenture.
4.7 Form of Series A Debenture (included in Exhibit 4.6).
4.8 Form of Second Supplemental Indenture to the Subordinated Indenture.
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 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 4.5 to the 2001 S-3 Registration Statement.
4.15 Declaration of Trust of MetLife Capital Trust III, incorporated by
reference to Exhibit 4.5 to the 2001 S-3 Registration Statement.
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4.16 Form of Amended and Restated Declaration of Trust of MetLife Capital
Trust II.
4.17 Form of Amended and Restated Declaration of Trust of MetLife Capital
Trust III.
4.18 Form of Guarantee Agreement relating to MetLife Capital Trust II.
4.19 Form of Guarantee Agreement relating to MetLife Capital Trust III.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement or amendment
thereto to be signed on its behalf by the undersigned, thereunto duly
authorized.
METLIFE, INC.
Date: June 20, 2005
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice President and
Secretary
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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3.1 Amended and Restated Certificate of Incorporation of
MetLife, Inc., incorporated by reference to Exhibit 3.1
to MetLife, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.
3.2 Amended and Restated By-Laws, effective July 27, 2004,
of MetLife, Inc. incorporated by reference to Exhibit
3.2 to MetLife, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended June 30, 2004.
4.1 Form of Stock Purchase Contract Agreement.
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 Form of Pledge Agreement.
4.5 Form of Indenture between MetLife, Inc. and J.P. Morgan
Trust Company, National Association (as successor to
Bank One Trust Company, N.A.) relating to Subordinated
Debt Securities (the "Subordinated Indenture"),
incorporated by reference to Exhibit 4.2 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").
4.6 Form of First Supplemental Indenture to the Subordinated
Indenture.
4.7 Form of Series A Debenture (included in Exhibit 4.6).
4.8 Form of Second Supplemental Indenture to the
Subordinated Indenture.
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 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 4.5 to the 2001 S-3
Registration Statement.
4.15 Declaration of Trust of MetLife Capital Trust III,
incorporated by reference to Exhibit 4.5 to the 2001 S-3
Registration Statement.
4.16 Form of Amended and Restated Declaration of Trust of
MetLife Capital Trust II.
4.17 Form of Amended and Restated Declaration of Trust of
MetLife Capital Trust III.
4.18 Form of Guarantee Agreement relating to MetLife Capital
Trust II.
4.19 Form of Guarantee Agreement relating to MetLife Capital
Trust III.
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