SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
METLIFE INVESTORS USA SEPARATE ACCOUNT A
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, of the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
METLIFE INVESTORS USA INSURANCE COMPANY
IMPORTANT NEWS FOR CONTRACT OWNERS
QUESTIONS & ANSWERS
We encourage you to read the attached voting information statement in full;
however, the following questions and answers represent some typical concerns you
might have regarding this document.
Q: What is this document and why did we send it to you?
A: This voting information statement is being furnished to you in connection
with the solicitation of votes by MetLife Investors USA Insurance Company
("MetLife Investors USA") from owners of Capital Strategist variable annuity
contracts issued by MetLife Investors USA (the "Contract").
MetLife Investors USA is proposing to substitute the T. Rowe Price Small
Cap Growth Portfolio, a series of Metropolitan Series Fund, Inc. (referred to in
this document as "T. Rowe Price Small Cap Growth " or the "Replacement
Portfolio"), in place of the Oppenheimer Main Street Small Cap Fund/VA, a
current funding option under your Contract (referred to as "Oppenheimer Main
Street Small Cap" or the "Current Portfolio").
Your Contract requires that MetLife Investors USA obtain:
(a) approval of the substitution by the Securities and Exchange Commission
("Commission") and
(b) approval of Contract owners investing in the Current Portfolio to
allow the substitution of the account value invested in the Current
Portfolio into the Replacement Portfolio.
The vote required is an affirmative vote by Contract owners representing a
majority of outstanding accumulation units in the subaccount investing in the
Current Portfolio (the "Subaccount") in order to carry out the proposed
substitution.
Commission approval for the substitution was received on February 24, 2004.
Q: How will this proposed substitution benefit me?
A: The substitution is expected to provide significant benefits to you as a
Contract owner, including:
o Potential for Consistent Performance: MetLife Investors USA believes
that based on the historical long-term performance records of the
Replacement Portfolio and of the Current Portfolio, over the long term
the Replacement Portfolio should (although no guarantee can be given)
provide consistent performance against its benchmark, with less
volatility. See page 9.
o Cost Savings: The Replacement Portfolio's annual operating expenses
are lower than those of the Current Portfolio, which in turn could
result in potential greater returns.
Total annual operating expenses were 0.61% for T. Rowe Price Small Cap
Growth and 1.00% for Oppenheimer Main Street Small Cap.
o Operating Efficiencies: Upon the substitution of the Replacement
Portfolio for the Current Portfolio, operating efficiencies may be
achieved by the Replacement Portfolio because it will have a greater
level of assets. Economies of scale could be achieved through the
spreading of certain costs over a larger base of shareholders,
including reduction in portfolio general expenses such as legal,
accounting, printing of prospectuses and trustees fees.
Additional benefits include:
o Lower management fee at the Portfolio level.
o Improved selection of portfolio managers. MetLife Investors USA
believes that the investment subadviser to the Replacement Portfolio
is better positioned to potentially provide consistent above-average
performance than the investment adviser to the Current Portfolio.
o Guaranteed cap on total separate account and Replacement Portfolio
expenses: As a condition of the substitution, total combined
annualized subaccount and Replacement Portfolio net expenses may not
exceed the sum of the 2002 fiscal year combined net expenses for the
Current Portfolio and Subaccount for two years following the
substitution.
o No increase in Contract fees and expenses for a period of two years
following the substitution, including mortality and expenses risk fees
and administration and distribution fees charged to Separate Account
A.
o No tax liability to Contract owners from the substitution.
Q: How will the substitution be carried out?
A: MetLife Investors USA will purchase shares of T. Rowe Price Small Cap Growth
to support contract values or fund benefits payable under your Contract in place
of Oppenheimer Main Street Small Cap.
The proposed substitution will not be treated as a transfer of Contract
value or an exchange of annuity units for purposes of assessing transfer charges
or for determining the number of remaining permissible transfers (or exchanges)
in a Contract year. In addition, you may make one transfer of Contract value (or
annuity exchange) out of T. Rowe Price Small Cap Growth within 30 days following
the proposed substitution without the transfer (or exchange) counting as a
transfer of Contract value (or an annuity unit exchange) for purposes of
assessing transfer charges or for determining the number of remaining
permissible transfers (or exchanges) in a Contract year.
Q: Why is MetLife Investors USA proposing this change?
A: The proposed substitution is part of an effort by Metropolitan Life Insurance
Company and its affiliates, including MetLife Investors USA, to make their
variable contracts more efficient to administer and oversee, and therefore more
attractive to their customers. MetLife Investors USA believes that since the
Replacement Portfolio's prospects for consistent performance over the long term
versus its benchmark and lower costs are better than for the Current Portfolio,
the proposed substitution is in your best interest.
Q: What effect will the substitution have on fees and expenses? Is there a
benefit to me?
A: Yes, the substitution will benefit you as a Contract owner. The total
expenses of the Replacement Portfolio will be LOWER than the current expense
ratio of the Current Portfolio. Lower expenses have the potential for generating
increased portfolio returns.
Q: Are there differences in the investment objectives of the Current Portfolio
and the Replacement Portfolio?
A: The Current Portfolio and the Replacement Portfolio have substantially
similar investment objectives. T. Rowe Price Small Cap Growth seeks long-term
growth. Oppenheimer Main Street Small Cap seeks capital appreciation.
Q: What happens if the substitution is not approved by Contract owners?
A: In the event that sufficient votes are not received to approve the proposed
substitution, the account value you have invested in the Current Portfolio will
remain invested in the Current Portfolio. However, effective May 1, 2004, the
Oppenheimer Main Street Small Cap investment option will no longer be available
under the Contract for allocation of additional purchase payments or transfers
of Contract value. You will be unable to increase your accumulation units
invested in the Current Portfolio after that date.
Q: Who will bear the cost of any expenses associated with carrying out the
proposed substitution?
A: MetLife Investors USA will pay all of the costs associated with the proposed
substitution. YOU WILL NOT BEAR ANY OF THESE COSTS.
Q: Whom do I call for more information or to place my vote?
A: You may call MetLife Investors USA at 1-800-284-4536, if you have any
questions or for more information.
You can vote in one of four ways:
1) Use the enclosed Voting Instruction Card to record your vote of For,
Against or Abstain, then return the card in the postage-paid envelope
provided.
or
2) Call 1-866-235-4258 and record your vote by telephone. Please have
your Voting Instruction Card at hand when you call and enter the
14-digit control number found on the card, then follow the simple
instructions.
or
3) Fax your completed and signed Voting Instruction Card (both front and
back sides) to our vote tabulator at 1-888-796-9932.
or
4) Visit our website at https://vote.proxy-direct.com and follow the
instructions for voting via Internet.
Q: How does MetLife Investors USA Insurance Company recommend that I vote?
A: MetLife Investors USA recommends that you vote FOR the proposed substitution.
Q: Will my vote make a difference?
A: Yes, your vote is very important. Your vote is needed to ensure that the
substitution can be carried out for the Current Portfolio. Your immediate
response on the enclosed Voting Instruction Card will help to save on the costs
of any further solicitations for Contract owner votes.
We urge you to vote FOR the proposed substitution. Please note that an
abstaining vote is in effect a "no" vote since an affirmative vote of more than
50% of account value in a Current Portfolio is required to approve the
substitution.
Q: What is the deadline for voting?
A: In order for your vote to count, we will need to receive your vote no later
than April 23, 2004.
Q: How do I sign the Voting Instruction Card?
A: Please see "Instructions for Signing Voting Instruction Cards" on the next
page.
INSTRUCTIONS FOR SIGNING VOTING INSTRUCTION CARDS
The following general rules for signing Voting Instruction Cards may be of
assistance to you.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the Voting Instruction Card form.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the Voting Instruction Card.
3. All Other Accounts: The capacity of the individual signing the Voting
Instruction Card should be indicated unless it is reflected in the
form of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. . . . . . . . . . . . . . . . . . . . . . .ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . . . . . . . . .John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer . . . . . . . . . . . . . . .John Doe
(4) ABC Corp. Profit Sharing Plan . . . . . . . . . . John Doe, Trustee
Trust Accounts
(1) ABC Trust . . . . . . . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 . . . . . . . . . . . . . . . . . . . Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA . . . . . . . . . . John B. Smith
(2) Estate of John B. Smith . . . . . . . . . . . . . . John B. Smith, Jr., Executor
METLIFE INVESTORS USA INSURANCE COMPANY
22 Corporate Plaza Drive
Newport Beach, California 92660
IMMEDIATE ACTION REQUESTED
Dear Contract Owner:
You are the owner of a variable annuity contract (a "Contract") issued by
MetLife Investors USA Insurance Company ("MetLife Investors USA" or "we"). At
your previous direction, MetLife Investors USA through its Separate Account A
purchased shares of Oppenheimer Main Street Small Cap Fund/VA (the "Current
Portfolio") to support contract values or fund benefits payable under your
Contract.
MetLife Investors USA seeks your approval to substitute Class A shares of
T. Rowe Price Small Cap Growth Portfolio, a series of Metropolitan Series Fund,
Inc., for the shares of the Current Portfolio held to fund your Contract or the
benefits payable under such Contract. The proposed substitution is part of an
effort by MetLife Investors USA to make its variable contracts more efficient to
administer and oversee, and therefore more attractive to its customers.
In proposing to substitute the T. Rowe Price Small Cap Growth Portfolio, we
believe that this exchange will potentially result in consistent long-term
performance with less volatility, will reduce expenses for current Contract
owners, allow Separate Account A's assets to be more efficiently managed and
potentially lead to improved returns due to economies of scale. Accordingly,
such a substitution would be beneficial to you and other Contract owners.
Separate Account A of MetLife Investors USA is the record owner of the
Current Portfolio. However, as a Contract owner, you are entitled to vote the
number of accumulation units you own in the subaccount of Separate Account A
that invests in the Current Portfolio.
MetLife Investors USA recommends that you vote FOR the proposed
substitution.
We realize that this voting information statement will take time to review,
but your vote is very important. We ask that you cast your vote in order that we
may effect the proposed substitution.
We have made every effort to make the voting process easy. You may cast
your vote by:
(1) filling out the enclosed Voting Instruction Card and returning it
in the enclosed postage-paid envelope; or
(2) using our toll-free telephone voting facility (1-866-235-4258); or
(3) visiting our website https://vote.proxy-direct.com; or
(4) faxing your completed Voting Instruction Card to 1-888-796-9932.
Please read the enclosed voting information statement carefully for details
about the proposed substitution. In order for your vote to be given effect, we
must receive a properly executed Voting Instruction Card or a telephone, fax, or
website vote no later than April 23, 2004 at 4:00 p.m. Pacific Time.
Please complete, sign, and date the enclosed Voting Instruction Card and
promptly return it in the enclosed postage-paid envelope or complete the
telephone or facsimile voting or website voting process by following the
instructions available at each facility. If we do not receive your completed
Voting Instruction Card after a few weeks, you may be contacted by our vote
solicitor, Alamo Direct. The vote solicitor will remind you to vote. We
apologize in advance for this potential disruption of your affairs but this vote
is important to future benefits under your Contract.
Your vote and participation are very important, and we appreciate your
return of the form as soon as possible. You may call MetLife Investors USA at
1-800-284-4536, if you have any questions.
Thank you for your cooperation and for participating in this important
process.
Very truly yours,
/s/ Richard C. Pearson
Richard C. Pearson
Secretary
MetLife Investors USA Insurance Company
METLIFE INVESTORS USA SEPARATE ACCOUNT A
A Separate Account of MetLife Investors USA Insurance Company
22 Corporate Plaza Drive
Newport Beach, California 92660
VOTING INFORMATION STATEMENT
What is this document and why did we send it to you?
MetLife Investors USA Insurance Company ("MetLife Investors USA" or "we"),
on behalf of its MetLife Investors USA Separate Account A ("Separate Account
A"), is furnishing this Voting Information Statement to you in connection with
the solicitation of proxies from owners of Capital Strategist variable annuity
contracts (the "Contract") issued by MetLife Investors USA having contract
values allocated to the subaccount of Separate Account A (the "Subaccount")
investing in shares of Oppenheimer Main Street Small Cap Fund/VA, a series of
Oppenheimer Variable Account Funds ("Oppenheimer Main Street Small Cap" or the
"Current Portfolio") as of January 30, 2004 (the "Record Date").
This Voting Information Statement contains information that you should
consider before voting on the proposal before you relating to the substitution
of Class A shares of the T. Rowe Price Small Cap Growth Portfolio, a series of
Metropolitan Series Fund, Inc. ("T. Rowe Price Small Cap Growth " or the
"Replacement Portfolio", and together with the Current Portfolio, the
"Portfolios"), for the Current Portfolio as an investment option under your
Contract. Please read it carefully.
This Voting Information Statement is being mailed to you and the other
Contract owners with Contract values allocated to the Subaccount as of the
Record Date on or about March 5, 2004.
What is the proposal that I am being asked to consider?
MetLife Investors USA requests that you consider the following proposal:
"To approve the substitution of Class A shares of the T. Rowe Price Small
Cap Growth Portfolio, a series of Metropolitan Series Fund, Inc., for shares of
Oppenheimer Main Street Small Cap Fund/VA, a portfolio currently included as an
investment option under certain variable insurance contracts offered by MetLife
Investors USA Insurance Company."
Why is my vote being solicited?
As a Contract owner having accumulation units representing an investment of
Contract value in the Subaccount as of the close of business on the Record Date,
you are entitled to vote such accumulation units on the proposed substitution.
The Contract and the prospectus for such Contract condition MetLife
Investors USA's ability to carry out the proposed substitution on its obtaining
the approval of the Contract owners representing the majority of the outstanding
accumulation units in the Subaccount as of the Record Date, as well as the
approval of the Securities and Exchange Commission (the "Commission"). The
Commission approved the substitution on February 24, 2004.
SUMMARY OF PROPOSED SUBSTITUTION
This section summarizes the primary features and consequences of the
substitution. It may not contain all of the information that is important to
you. To understand the substitution, you should read this entire Voting
Information Statement.
This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Voting Information Statement.
Why is MetLife Investors USA proposing the substitution?
MetLife Investors USA believes that the proposed substitution will
potentially result in consistent long-term performance with less volatility,
will reduce expenses for current Contract owners, allow Separate Account A's
assets to be more efficiently managed and potentially could lead to improved
returns due to economies of scale.
The substitution is part of a restructuring designed to eliminate the
offering of overlapping funds with similar investment objectives and similar
investment strategies that serve as funding vehicles for insurance contracts
issued by Metropolitan Life Insurance Company ("MetLife") and its affiliates.
The proposed substitution is part of an effort by MetLife and its affiliates,
including MetLife Investors USA, to standardize investment options across
similar products thereby making its variable contracts more efficient to
administer and oversee, and therefore more attractive to its customers. MetLife
Investors USA believes that because the Replacement Portfolio's prospects for
more consistent performance versus its benchmark and lower costs are better than
for the Current Portfolio, the proposed substitution is in your best interests
as a Contract owner.
Although Oppenheimer Main Street Small Cap's performance for the one-,
three- and five-year periods ended December 31, 2003 exceeded that of T. Rowe
Price Small Cap Growth, MetLife Investors USA considered T. Rowe Price Small Cap
Growth's consistent performance through various market conditions since its
inception. Over the long-term, the Portfolio's performance was comparable to its
benchmark for the 3-year period ended December 31, 2003 and exceeded that of its
benchmark for the 5-year period and since inception through December 31, 2003.
Further, MetLife Investors USA noted T. Rowe Price Small Cap Growth's strong
performance for the one-year period through December 31, 2003. Please note that
past performance is not an indication of future results.
MetLife Investors USA also considered the fact that total expenses for the
Replacement Portfolio are lower than those of the Current Portfolio.
MetLife Investors USA also considered the future growth prospects of the
Replacement Portfolio. At the current time, various variable life insurance and
variable annuity contracts being actively marketed by MetLife and its affiliates
offer the Replacement Portfolio. Similarly, as part of the standardization
process, the Replacement Portfolio is also being substituted for various other
mutual funds invested in by subaccounts of MetLife Investors USA, as well as of
other MetLife affiliates. This should, along with the proposed substitution,
further increase the Replacement Portfolio's net assets, which are currently at
approximately $309.3 million as of December 31, 2003. Economies of scale could
be achieved through the spreading of certain costs over a larger base of
shareholders, including reduction in portfolio general expenses such as legal,
accounting, printing of prospectuses and trustees fees.
In contrast, MetLife Investors USA believes that there is little likelihood
that significant additional assets, if any, will be allocated to the Current
Portfolio under the Contract. Because of the cost of maintaining this Portfolio
as an investment option under the Contract, it is therefore in the interest of
Contract owners to substitute the Replacement Portfolio with its potential for
economies of scale. Further, in the event that the proposed substitution does
not occur (because Contract owners do not approve it or for another reason), the
Subaccount will no longer be available under the Contract for allocation of
purchase payments or transfers of Contract value as of May 1, 2004. Therefore,
you will be unable to increase your accumulation units in the Subaccount
investing in the Current Portfolio after that date.
Though not a principal reason for the proposed substitution, the
substitution would have the effect of transferring Contract values to an
investment portfolio managed by an affiliated person of MetLife Investors USA,
thereby increasing the management fees received by that affiliated person.
How will the substitution be accomplished?
The substitution will take place at relative net asset value with no change
in the amount of your Contract's value, cash value or death benefit or in the
dollar value of your investment in Separate Account A. The shares of the Current
Portfolio will be either redeemed for cash or for portfolio securities, which
will be used to purchase Class A shares of the Replacement Portfolio. MetLife
Investors USA will pay all of the costs associated with the substitution,
including the costs of solicitation such as the preparation and mailing of this
Voting Information Statement and the Voting Information Card, the solicitation
of votes, and legal and other expenses. YOU WILL NOT BEAR ANY OF THESE COSTS.
The substitution is expected to be completed on or about April 30, 2004.
How will the substitution affect me?
It is anticipated that the substitution will provide certain benefits to
you.
The most significant of these benefits are as follows:
o POTENTIAL FOR CONSISTENT PERFORMANCE: MetLife Investors USA believes
that based on the historical long-term performance records of the
Portfolios, over the long term the Replacement Portfolio should
(although no guarantee can be given) provide consistent performance
against its benchmark, with less volatility.
o COST SAVINGS: The total annual operating expenses of the Replacement
Portfolio are less than those of the Current Portfolio. T. Rowe Price
Small Cap Growth 's total annual operating expense ratio was 0.61% for
its Class A shares compared to 1.00% for the shares of Oppenheimer
Main Street Small Cap.
o OPERATING EFFICIENCIES: Upon the substitution of the Replacement
Portfolio for the Current Portfolio, operating efficiencies may be
achieved by the Replacement Portfolio because it will have a greater
level of assets. As of December 31, 2003, the Replacement Portfolio's
total net assets were approximately $309.3 million.
Economies of scale may be achieved through the spreading of certain
costs over a larger base of shareholders, including reduction in
portfolio general expenses such as legal, accounting, printing of
prospectuses and trustees fees.
Other benefits resulting from the substitution include:
o T. Rowe Price Small Cap Growth 's management fee is lower than the
management fee of the Current Portfolio.
o You will not incur any fees or charges as a result of the
substitution.
o You will have no tax liability resulting from the substitution.
o The substitution will result in an improved selection of portfolio
managers. MetLife Investors USA believes that the investment
subadviser to the Replacement Portfolio is better positioned to
potentially provide consistent above-average performance than the
investment adviser to the Current Portfolio.
o As a condition of the substitution, combined annualized net expenses
of Separate Account A (or the subaccount) and the Replacement
Portfolio may not exceed the total combined 2002 fiscal year net
expenses for the Current Portfolio and the Separate Account A (or the
Subaccount) for two years following the substitution.
o No increase in Contract fees and expenses for a period of two years
following the substitution, including mortality and expenses risk fees
and administration and distribution fees charged to Separate Account
A.
The substitution will not cause your Contract rights or MetLife Investors
USA's responsibilities under the Contract to be altered in any way. The value of
your Contract, the amount of your death benefit and the dollar value of your
investments in any of the subaccounts of Separate Account A will remain the same
immediately following the substitution. Your Contract values will remain
allocated to Separate Account A, which will invest in the Replacement Portfolio
after the substitution. After the substitution your Contract values will depend
on the performance of the Replacement Portfolio rather than that of the Current
Portfolio.
Like the Current Portfolio, the Replacement Portfolio will declare and pay
dividends from net investment income and will distribute net realized capital
gains, if any, to Separate Account A (not to you) once a year. These dividends
and distributions will continue to be reinvested by MetLife Investors USA in
additional Class A shares of the Replacement Portfolio.
What will be the primary federal tax consequences of the substitution?
We believe that you will not be subjected to any federal tax liabilities as
a result of the substitution.
SUMMARY OF PORTFOLIO INFORMATION
The following discussion is primarily a summary of certain parts of the
prospectuses for the Current Portfolio and the Replacement Portfolio. As a
Contract owner invested in the Current Portfolio, you should already have a
current prospectus for the Current Portfolio. You may request the current
prospectus for the Replacement Portfolio, free of charge, by calling MetLife
Investors USA at 1-800-284-4536, or by writing to MetLife Investors USA at 22
Corporate Plaza Drive, Newport Beach, California 92660. Information contained in
this Voting Information Statement is qualified by more complete information set
forth in such prospectuses, which are incorporated by reference herein.
How do the Portfolios' investment objectives, principal investment strategies
and risks compare?
The investment objective of the Replacement Portfolio is substantially
similar to that of the Current Portfolio, and the investment strategies and
risks of each Portfolio are similar.
The investment objective of the Replacement Portfolio is non-fundamental,
which means that it may be changed by vote of its Board of Directors without
shareholder approval. The investment objective of Oppenheimer Main Street Small
Cap is a fundamental objective and may only be changed with the approval of
shareholders.
The following tables summarize a comparison of the Replacement Portfolio to
the Current Portfolio with respect to their investment objectives and principal
investment strategies, as set forth in each Portfolio's prospectus and statement
of additional information.
----------------------------- --------------------------------------------------------------------------
T. Rowe Price Small Cap Growth (the Replacement Portfolio)
----------------------------- --------------------------------------------------------------------------
----------------------------- --------------------------------------------------------------------------
Investment Objective Seeks long-term growth.
----------------------------- --------------------------------------------------------------------------
----------------------------- --------------------------------------------------------------------------
Principal Investment Normally, the Portfolio invests at least 80% of its assets in a
Strategies diversified group of small capitalization growth companies (i.e., those
within the range of or smaller than the market capitalization of the
smallest 100 companies in the S&P 500 Index). As of December 31, 2003,
this included companies with a market capitalization of approximately
$4 billion and below.
While most assets will be invested in U.S. common stocks, the Portfolio
may purchase other securities, including foreign stocks, futures and
options. The Portfolio's investment in foreign securities will be
limited to 20% of total assets.
Utilizes a small-cap growth style of investing.
----------------------------- --------------------------------------------------------------------------
----------------------------- --------------------------------------------------------------------------
Oppenheimer Main Street Small Cap
----------------------------- --------------------------------------------------------------------------
----------------------------- --------------------------------------------------------------------------
Investment Objective Seeks capital appreciation.
----------------------------- --------------------------------------------------------------------------
----------------------------- --------------------------------------------------------------------------
Principal Investment The Portfolio invests at least 80% of its assets in a diversified group
Strategies of common stock of small capitalization U.S. companies that the
investment portfolio manager believes have favorable business trends or
prospects. The Portfolio currently considers an issuer having a market
capitalization of up to $2.5 billion to be a "small-cap" issuer.
Most of the small cap stocks held by the Portfolio are issued by
domestic companies but the Portfolio can buy foreign securities. The
Portfolio does not expect its investments in foreign securities to
exceed 25% of its net assets.
The Portfolio incorporates a blended style of investing combining both
growth and value styles. Investments may include both growth and value
stocks.
----------------------------- --------------------------------------------------------------------------
The principal risks of investing in the Replacement Portfolio are similar
to those of investing in the Current Portfolio. They include:
o Market risk - a Portfolio's share price can fall because of weakness
in the broad market, a particular industry, or specific holdings
o Market capitalization risk - investments primarily in issuers in one
market capitalization category (large, medium or small) carry the risk
that due to current market conditions that category may be out of
favor; investments in medium and small capitalization companies may be
subject to special risks which cause them to be subject to greater
price volatility and more significant declines in market downturns
than securities of larger companies, including a more limited trading
market for their stocks
o Investment style risk - different investment styles such as growth or
value investing tend to shift in or out of favor, depending on market
and economic conditions as well as investor sentiment; growth stocks
may be more volatile than other stocks and may lack the dividends of
value stocks that can cushion stock prices in a falling market; value
stocks carry the risk that the market will not recognize a security's
inherent value for a long time, or that a stock judged to be
undervalued may actually be appropriately priced or overvalued
The Current Portfolio and the Replacement Portfolio may invest some or all
of their assets in money market instruments or utilize other investment
strategies as a temporary defensive measure during, or in anticipation of,
adverse market conditions. This strategy, which would be employed only in
seeking to avoid losses, is inconsistent with the Portfolios' principal
investment objectives and strategies, and could result in lower returns and loss
of market opportunities.
For a detailed discussion of the Portfolios' risks, see the section
entitled "Risks of the Portfolios" below.
The Portfolios have other investment policies, practices and restrictions
which, together with their related risks, are also set forth in each Portfolio's
prospectus and statement of additional information.
How do the Portfolios' fees and expenses compare?
T. Rowe Price Small Cap Growth has a lower total expense ratio than
Oppenheimer Main Street Small Cap, including a lower management fee.
You will not incur any fees or charges as a result of the substitution.
The following tables allow you to compare the various fees and expenses
that you would pay as a result of Separate Account A buying and holding shares
of each of the Portfolios.
The amounts for the shares of the Portfolios set forth in the following
tables and in the examples are based on the expenses for the Portfolios for the
fiscal year ended December 31, 2002 and are expressed as a percentage of each
Portfolio's average daily net assets.
The shares of the Current Portfolio and of the Class A shares of the
Replacement Portfolio are not charged any initial or deferred sales charge, or
any other transaction fees. The Replacement Portfolio's Class A shares and the
shares of the Current Portfolio are not subject to Rule 12b-1 fees.
THESE TABLES DO NOT REFLECT THE CHARGES AND FEES ASSESSED BY METLIFE INVESTORS
USA UNDER YOUR CONTRACT.
Fees and Expenses (as a percentage of average daily net assets)
---------------------------------------------------------------
----------------------------------------------- --------------------- --------------------
Oppenheimer Main T. Rowe Price
Street Small Cap Small Cap Growth
(shares) (Class A shares)
----------------------------------------------- --------------------- --------------------
----------------------------------------------- --------------------- --------------------
Management Fees 0.75% 0.52%
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12b-1 Fees ---- ----
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----------------------------------------------- --------------------- --------------------
Other Expenses 0.25% 0.09%
----------------------------------------------- --------------------- --------------------
----------------------------------------------- --------------------- --------------------
Total Annual Portfolio Operating Expenses 1.00% 0.61%
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The tables below show examples of the total expenses you would pay on a
$10,000 investment over one-, three-, five- and ten-year periods. The examples
are intended to help you compare the cost of investing in the Current Portfolio
versus the Replacement Portfolio. The examples assume a 5% average annual
return, that you redeem all of your shares at the end of each time period and
that you reinvest all of your dividends. The following tables also assume that
total annual operating expenses remain the same. The examples are for
illustration only, and your actual costs may be higher or lower.
THE EXAMPLES DO NOT REFLECT THE FEES, EXPENSES OR WITHDRAWAL CHARGES
IMPOSED BY THE CONTRACT. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR
COSTS WOULD BE HIGHER.
Examples of Portfolio Expenses
----------------- ---------------------------------------------------------------------------------
T. Rowe Price Small Cap Growth
One Year Three Years Five Years Ten Years
Class A $62 $195 $340 $762
shares
----------------- -------------------- ------------------- -------------------- -------------------
----------------- ---------------------------------------------------------------------------------
Oppenheimer Main Street Small Cap
One Year Three Years Five Years Ten Years
shares $102 $318 $552 $1,225
----------------- -------------------- ------------------- -------------------- -------------------
How do the Portfolios' performance records compare?
Oppenheimer Main Street Small Cap's performance for the one-, three- and
five-year periods ended December 31, 2003 has exceeded that of T. Rowe Price
Small Cap Growth. However, over the long-term, T. Rowe Price Small Cap Growth's
performance was comparable to its benchmark for the 3-year period ended December
31, 2003 and exceeded that of its benchmark for the 5-year period and since
inception through December 31, 2003. Past performance is not an indication of
future results.
The following table shows how the Class A shares of the Replacement
Portfolio and the shares of the Current Portfolio have performed in the past.
Past performance is not an indication of future results.
PERFORMANCE DOES NOT REFLECT THE FEES, EXPENSES OR WITHDRAWAL CHARGES
IMPOSED BY THE CONTRACT. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED,
PERFORMANCE WOULD BE LOWER.
The table lists the average annual total return of the Class A shares of T.
Rowe Price Small Cap Growth and the shares of Oppenheimer Main Street Small Cap
for the past one, three, and five years and since inception through December 31,
2003. This table includes the effects of portfolio expenses and is intended to
provide you with some indication of the risks of investing in each Portfolio by
comparing its performance to its respective benchmark. A description of such
benchmarks follows the table. An index does not reflect fees or expenses. It is
not possible to invest directly in an index.
Average Annual Total Return (for the period ended 12/31/2003)
------------------------- ------------- ------------- ------------ --------------- --------------
1 Year 3 Years 5 Years From Inception
Ended Ended Ended Inception to Date
--- ----
12/31/03 12/31/03 12/31/03 12/31/03
-------- -------- -------- --------
------------------------- ------------- ------------- ------------ --------------- --------------
------------------------- ------------- ------------- ------------ --------------- --------------
T. Rowe Price Small Cap 40.87% -2.06% 1.80% 4.42% 03/01/97
Growth -- Class A shares
------------------------- ------------- ------------- ------------ --------------- --------------
------------------------- ------------- ------------- ------------ --------------- --------------
Russell 2000 Growth 48.53% -2.04% 0.86% 3.18%(1)
Index
------------------------- ------------- ------------- ------------ --------------- --------------
------------------------- ------------- ------------- ------------ --------------- --------------
------------------------- ------------- ------------- ------------ --------------- --------------
------------------------- ------------- ------------- ------------ --------------- --------------
Oppenheimer Main Street 44.36% 6.62% 7.72% 6.02% 05/01/98
Small Cap--shares
------------------------- ------------- ------------- ------------ --------------- --------------
------------------------- ------------- ------------- ------------ --------------- --------------
Russell 2000 Index 47.25% 6.27% 7.13% -1.12%(2)
------------------------- ------------- ------------- ------------ --------------- --------------
(1) Date of Index performance is from 03/01/97.
(2) Date of Index performance is from 05/01/98.
The Russell 2000 Index is an unmanaged index which measures the performance
of the 2,000 smallest companies in the Russell 3000 Index which represent
approximately 8% of the total market capitalization of the Russell 3000 Index.
The Russell 2000 Growth Index is an unmanaged index which measures the
performance of those Russell 2000 companies with higher price-to-book ratios and
higher forecasted growth values.
--------------------
For a detailed discussion of the manner of calculating total return, please
see each Portfolio's statement of additional information. Generally, the
calculations of total return assume the reinvestment of all dividends and
capital gain distributions on the reinvestment date and the deduction of all
recurring expenses that were charged to shareholders' accounts.
Will I be able to purchase and redeem shares, change my investment options,
annuitize and receive distributions the same way?
The substitution will not affect your right to purchase and redeem shares,
to change among MetLife Investors USA's subaccount options, to annuitize, and to
receive distributions as permitted by your Contract. After the substitution, you
will be able under your current Contract to purchase additional Class A shares
of the Replacement Portfolio.
MetLife Investors USA will not exercise any right it may have under the
Contract to impose restrictions or additional restrictions on, or charges for,
Contract value transfers or annuity unit exchanges made under the Contract for a
period of at least 30 days following the proposed substitution (other than with
respect to market timing activity).
In addition, you will:
o before the proposed substitution occurs, be permitted to make a
transfer of Contract value (or annuity unit exchange) from the
Subaccount to any other subaccount without charge and without that
transfer (or exchange) counting towards the number permitted or the
number permitted without charge under your Contract; and
o during the 30 days after the proposed substitution, be permitted to
make a transfer of Contract value (or annuity unit exchange) from the
subaccount investing in the Replacement Portfolio to any other
subaccount without charge and without that transfer (or exchange)
counting towards the number permitted or the number permitted without
charge under your Contract.
Effective May 1, 2004, the Subaccount investing in Oppenheimer Main Street
Small Cap will no longer be available under the Contract for allocation of
additional purchase payments or transfers of Contract value regardless of
whether or not the substitution is approved.
Who will be the Subadviser and Portfolio Manager of my Portfolio after the
substitution? What will the management and subadvisory fees be after the
substitution?
The types of investment advisory and administrative services provided to
the Replacement Portfolio are comparable to the types of investment advisory and
administrative services provided to the Current Portfolio.
Management of the Portfolios
The overall management of the Replacement Portfolio is the responsibility
of, and is supervised by, the Board of Directors of Metropolitan Series Fund,
Inc.
Adviser
MetLife Advisers, LLC (the "Adviser") is the investment adviser for the
Replacement Portfolio. The Adviser selects and pays the fees of T. Rowe Price
Associates Inc. (T. Rowe Price Small Cap Growth's investment subadviser) and
monitors its investment program.
Facts about the Adviser:
-----------------------------------------------------------------------
The Adviser is an affiliate of MetLife.
The Adviser manages a family of investment portfolios sold to separate
accounts of MetLife and its affiliates to fund variable life insurance
contracts and variable annuity certificates and contracts, with assets
of approximately $22.6 billion as of December 31, 2003.
The Adviser is located at 501 Boylston Street, Boston, Massachusetts
02116.
----------------------------------------------------------------------
The Adviser and Metropolitan Series Fund, Inc. have received an exemptive
order from the Commission that permits the Adviser, subject to certain
conditions, and without the approval of shareholders to: (a) employ a new
unaffiliated subadviser for a portfolio of Metropolitan Series Fund, Inc.
(including the Replacement Portfolio) pursuant to the terms of a new investment
subadvisory agreement, in each case either as a replacement for an existing
subadviser or as an additional subadviser; (b) change the terms of any
investment subadvisory agreement; and (c) continue the employment of an existing
subadviser on the same advisory contract terms where a contract has been
assigned because of a change in control of the subadviser. In such
circumstances, Contract owners would receive notice of such action, including
the information concerning the new subadviser that normally is provided in a
proxy statement.
The substitution will permit the Advisor, under this exemptive order, to
hire, monitor and replace subadvisers as necessary to seek optimal performance
and to ensure a consistent investment style.
Subadviser
T. Rowe Price Associates Inc. (the "Subadviser") is the investment
subadviser to T. Rowe Price Small Cap Growth. Pursuant to a Subadvisory
Agreement with the Adviser, the Subadviser continuously furnishes an investment
program for T. Rowe Price Small Cap Growth, makes day-to-day investment
decisions on behalf of the Portfolio, and arranges for the execution of
Portfolio transactions.
Facts about the Subadviser:
-----------------------------------------------------------------------
The Subadviser has been an investment manager since 1937.
In addition to the Portfolio, it provides investment management
services to over eight million retail and institutional accounts.
The Subadviser (including affiliates) had assets under management of
approximately $190 billion as of December 31, 2003.
The Subadviser is located at 100 East Pratt Street, Baltimore,
Maryland 21202.
----------------------------------------------------------------------
Portfolio Management
The Portfolio is managed by an Investment Advisory Committee. Paul W.
Wojcik, Committee Chairman, has had day-to-day responsibility for management of
the Portfolio since his election as Chairman in December 2000 and works with the
Committee in developing and executing the Portfolio's investment program. Mr.
Wojcik has served as a member of the Committee since the Portfolio's inception.
He joined T. Rowe Price in 1996 and has been responsible for the development of
systemic research and trading tools.
Management Fees
For its management and supervision of the daily business affairs of T. Rowe
Price Small Cap Growth, the Adviser is entitled to receive a fee at the annual
rate of 0.55% for the first $100 million of the Portfolio's average daily
assets, 0.50% for the next $300 million, and 0.45% for amounts over $400
million.
Subadvisory Fees
Under the terms of the Subadvisory Agreement, the Subadviser is paid by the
Adviser for providing subadvisory services to the Replacement Portfolio. The
Portfolio does not pay a fee to the Subadviser.
THE PROPOSED SUBSTITUTION
How will the substitution be carried out?
MetLife Investors USA and Separate Account A submitted an application to
the Commission requesting approval of the proposed substitution of Class A
shares of T. Rowe Price Small Cap Growth for shares of Oppenheimer Main Street
Small Cap. If completed, the proposed substitution will result in MetLife
Investors USA's redemption, in cash or "in-kind", of shares of the Current
Portfolio. MetLife Investors USA will then use the proceeds (either cash or
portfolio securities) of such redemption to purchase shares of the Replacement
Portfolio. The Commission approved the substitution on February 24, 2004.
If approved, the proposed substitution will take place at relative net
asset value with no change in the amount of your Contract value or death benefit
or in the dollar value of your investment in the Subaccount that is presently
invested in the Current Portfolio. You will not incur any fees or charges as a
result of the proposed substitution and your rights and MetLife Investors USA's
obligations under the Contract will not be altered in any way. All applicable
expenses incurred in connection with the proposed substitution will be paid by
MetLife Investors USA. In addition, the proposed substitution will not subject
you to any federal income tax liability.
The fees and charges that you pay under your Contract will not increase as
a result of the proposed substitution. To the extent that the annualized
expenses of the Replacement Portfolio during the twenty-four months following
the substitution exceeds, for each fiscal period, the 2002 net expense level of
the Current Portfolio, MetLife Investors USA will reduce Separate Account A (or
subaccount) expenses under the Contract. Therefore, for two years following the
proposed substitution, combined net expenses for the Replacement Portfolio and
Separate Account A (or the subaccount invested in the Portfolio) will be no
greater than the sum of the net expenses of the Current Portfolio and of
Separate Account A (or the Subaccount) for the 2002 fiscal year. Nonetheless,
after two years following the proposed substitution, the net expense levels for
the Replacement Portfolio could be but are not anticipated to be higher than the
2002 net expense level for the Current Portfolio, but would not be offset by a
reduction in subaccount expenses. In such an event, you may bear greater
expenses than you would had the proposed substitution not occurred.
You are entitled to approve or disapprove the proposed substitution. The
proposed substitution will not take place without the approval of Contract
owners representing a majority of the accumulation units of the Subaccount as of
the Record Date.
MetLife Investors USA intends to effect the proposed substitution on or
about April 30, 2004, following the approval of the proposed substitution by
Contract owners and any approval required by state insurance regulators.
RISKS OF THE PORTFOLIOS
Are the risk factors for the Portfolios similar?
Yes. The risk factors are similar due to the substantially similar
investment objectives and similar investment policies of the Current Portfolio
and the Replacement Portfolio. The risks of the Replacement Portfolio are
described in greater detail in the Portfolio's prospectus.
What are the primary risks of investing in each Portfolio?
An investment in each Portfolio is subject to certain risks. There is no
assurance that investment performance of either Portfolio will be positive or
that the Portfolios will meet their investment objectives. The following tables
and discussions highlight the primary risks associated with investment in each
of the Portfolios.
- ------------------------------------------------ ---------------------------------------------------------------------
Each of the Portfolios is subject to Market Risk.
- ------------------------------------------------ ---------------------------------------------------------------------
- ------------------------------------------------ ---------------------------------------------------------------------
T. Rowe Price Small Cap Growth Most of the Portfolio's assets will be invested in U.S. common
stocks.
- ------------------------------------------------ ---------------------------------------------------------------------
- ------------------------------------------------ ---------------------------------------------------------------------
Oppenheimer Main Street Small Cap Invests at least 80% of its assets in a diversified group of common
stock.
- ------------------------------------------------ ---------------------------------------------------------------------
A Portfolio's share price can fall because of weakness in the broad market,
a particular industry, or specific holdings. The market as a whole can decline
for many reasons, including disappointing corporate earnings, adverse political
or economic developments here or abroad, changes in investor psychology, or
heavy institutional selling. The prospects for an industry or a company may
deteriorate. In addition, an assessment by a Portfolio's investment adviser or
subadviser of particular companies may prove incorrect, resulting in losses or
poor performance by those holdings, even in a rising market. A Portfolio could
also miss attractive investment opportunities if its investment adviser or
subadviser underweights fixed income markets or industries where there are
significant returns, and could lose value if the investment adviser or
subadviser overweights fixed income markets or industries where there are
significant declines.
Stocks purchased in initial public offerings (IPOs) have a tendency to
fluctuate in value significantly shortly after the IPO relative to the price at
which they were purchased. These fluctuations could impact the net asset value
and return earned on the Portfolio's shares.
- ------------------------------------- --------------------------------------------------------------------------------
Each of the Portfolios is subject to Market Capitalization Risk.
- ------------------------------------- --------------------------------------------------------------------------------
- ------------------------------------- --------------------------------------------------------------------------------
T. Rowe Price Small Cap Growth Normally invests at least 80% of its assets in a diversified group of small
capitalization growth companies (i.e., those within the range of or smaller
than the market capitalization of the smallest 100 companies in the S&P 500
Index). As of December 31, 2003, this included companies with a market
capitalization of approximately $4 billion and below.
- ------------------------------------- --------------------------------------------------------------------------------
- ------------------------------------- --------------------------------------------------------------------------------
Oppenheimer Main Street Small Cap The Portfolio invests at least 80% of its assets in a diversified group of
common stock of small capitalization U.S. companies. The Portfolio currently
considers an issuer having a market capitalization of up to $2.5 billion to be
a "small-cap" issuer.
- ------------------------------------- --------------------------------------------------------------------------------
Stocks fall into three broad market capitalization categories--large,
medium and small. Investing primarily in one category carries the risk that due
to current market conditions that category may be out of favor. If valuations of
large capitalization companies appear to be greatly out of proportion to the
valuations of small or medium capitalization companies, investors may migrate to
the stocks of small and mid-sized companies causing a Portfolio that invests in
these companies to increase in value more rapidly than a Portfolio that invests
in larger, fully-valued companies. Larger, more established companies may also
be unable to respond quickly to new competitive challenges such as changes in
technology and consumer tastes. Many larger companies also may not be able to
attain the high growth rate of successful smaller companies, especially during
extended periods of economic expansion. Investing in medium and small
capitalization companies may be subject to special risks associated with
narrower product lines, more limited financial resources, smaller management
groups, and a more limited trading market for their stocks as compared with
larger companies. Securities of smaller capitalization issuers may therefore be
subject to greater price volatility and may decline more significantly in market
downturns than securities of larger companies. In some cases, these companies
may be relatively new issuers (i.e., those having continuous operation histories
of less than three years) which carries other risks in addition to the risks of
other medium and small capitalization companies. New issuers may be more
speculative because such companies are relatively unseasoned. These companies
will often be involved in the development or marketing of a new product with no
established market, which could lead to significant losses.
- ------------------------------------------------------------ ---------------------------------------------------------
Each of the Portfolios is subject to Investment Style
Risk.
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
T. Rowe Price Small Cap Growth Utilizes a small-cap growth style of investing.
- ------------------------------------------------------------ ---------------------------------------------------------
- ------------------------------------------------------------ ---------------------------------------------------------
Oppenheimer Main Street Small Cap Incorporates a blended style of investing combining
both growth and value styles. Investments may include
both growth and value stocks.
- ------------------------------------------------------------ ---------------------------------------------------------
Different investment styles tend to shift in and out of favor depending
upon market and economic conditions as well as investor sentiment. A Portfolio
may outperform or underperform other funds that employ a different investment
style. A Portfolio may also employ a combination of styles that impact its risk
characteristics. Examples of different investment styles include growth and
value investing. Growth stocks may be more volatile than other stocks because
they are more sensitive to investor perceptions of the issuing company's growth
of earnings potential. Also, since growth companies usually invest a high
portion of earnings in their business, growth stocks may lack the dividends of
value stocks that can cushion stock prices in a falling market. Growth oriented
funds will typically underperform when value investing is in favor. Value stocks
are those which are undervalued in comparison to their peers due to adverse
business developments or other factors. Value investing carries the risk that
the market will not recognize a security's inherent value for a long time, or
that a stock judged to be undervalued may actually be appropriately priced or
overvalued. Value oriented funds will typically underperform when growth
investing is in favor.
Are there any other risks of investing in each Portfolio?
Foreign investment risk. Although each of the Portfolios primarily invests
in U.S. common stocks, each Portfolio may invest in foreign securities (limited
to 20% of total assets, in the case of T. Rowe Price Small Cap Growth, and to
25% of its net assets, in the case of Oppenheimer Main Street Small Cap).
Investments in foreign securities involve risks relating to political, social
and economic developments abroad, as well as risks resulting from the
differences between the regulations to which U.S. and foreign issuers and
markets are subject. These risks may include the seizure by the government of
company assets, excessive taxation, withholding taxes on dividends and interest,
limitations on the use or transfer of portfolio assets, and political or social
instability. Enforcing legal rights may be difficult, costly and slow in foreign
countries, and there may be special problems enforcing claims against foreign
governments. Foreign companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be less
public information about their operations. Foreign markets may be less liquid
and more volatile than U.S. markets. Foreign securities often trade in
currencies other than the U.S. dollar, and a Portfolio may directly hold foreign
currencies and purchase and sell foreign currencies. Changes in currency
exchange rates will affect a Portfolio's net asset value, the value of dividends
and interest earned, and gains and losses realized on the sale of foreign
securities. An increase in the strength of the U.S. dollar relative to these
other currencies may cause the value of a Portfolio to decline. Certain foreign
currencies may be particularly volatile, and foreign governments may intervene
in the currency markets, causing a decline in value or liquidity of a
Portfolio's foreign currency or securities holdings. Costs of buying, selling
and holding foreign securities, including brokerage, tax and custody costs, may
be higher than those involved in domestic transactions.
Derivative risk. The Portfolios are also subject to the risks of using
derivative instruments such as options and futures. These risks include
imperfect correlation between the value of the instruments and the underlying
assets; risks of default by the other party to certain transactions; risks that
the transactions may result in losses that partially or completely offset gains
in portfolio positions; and risks that the transactions may not be liquid.
Portfolio Turnover. Each Portfolio's investment adviser or subadviser will
sell a security when they believe it is appropriate to do so, regardless of how
long a Portfolio has owned that security. Buying and selling securities
generally involves some expense to a Portfolio, such as commissions paid to
brokers and other transaction costs. Generally speaking, the higher a
Portfolio's annual portfolio turnover rate, the greater its brokerage costs.
Increased brokerage costs may adversely affect a Portfolio's performance. T.
Rowe Price Small Cap Growth generally intends to purchase securities for
long-term investment and therefore will have a relatively low turnover rate.
Annual turnover rate of 100% or more is considered high and will result in
increased costs to a Portfolio. Oppenheimer Main Street Small Cap generally will
have an annual turnover rate of 100% or more.
The Portfolios have other investment policies, practices and restrictions
which, together with their related risks, are also set forth in the prospectuses
and statements of additional information of the Portfolios.
GENERAL VOTING INFORMATION
Who is eligible to vote?
A Contract owner is entitled to one vote for each accumulation unit that
the owner owns in the Subaccount.
As of the Record Date, the total number of accumulation units held in the
Subaccount for the Contract and entitled to vote was:
- ---------------------------------------- --------------------------------------
Contract Number of Subaccount Units
- ---------------------------------------- --------------------------------------
- ---------------------------------------- --------------------------------------
Capital Strategist 24,961.62
=========
- ---------------------------------------- --------------------------------------
Approval of the proposed substitution requires the affirmative vote of a
majority of the Subaccount's outstanding accumulation units held by Contract
owners on the Record Date.
To MetLife Investors USA's knowledge, the following persons beneficially
owned, directly or indirectly, a Contract representing more than 5% of the
accumulation units in the Subaccount as of the Record Date:
Contract Name and Address of Beneficial Owner Number of Percent of
Subaccount Units Subaccount
- --------------- --------------------------- ---------------------------------------------
- ----------------- --------------------------- ------------------------------------------------
Capital Mr. John Keane 1,806.90 7.24%
======== ============= ======== =====
Strategist 29 Country Club Drive
========== =====================
Monroe Township, New Jersey
08831-2997
Ms. Stephanie Schloemer 1,297.18 5.20%
======================= ======== =====
P.O. Box 85
===========
Lexington, Kentucky 40588-0085
Masaki Fuji
3339 Country Club Drive 1,781.19 7.14%
======================= ======== =====
Glendale, California 91208-1717
===============================
Ms. Loretta Ziemba
5 Old Farm Road
Holmdel, New Jersey 2,226.01 8.92%
=================== ======== =====
07733-2312
Ms. Irene Perry
11633 Millbank Lane
Unit A 1,337.16 5.36%
====== ======== =====
Cincinnati, Ohio 45249-4556
===========================
Mr. Walter App
4026 Ormond Road
Louisville, Kentucky 40207-2036 6,121.08 24.52%
=============================== ======== ======
Mr. James Kuehn
10027 Meadow Hills Drive
Cincinnati, Ohio 45241-1245
1,390.15 5.57%
======== =====
- ----------------- --------------------------- ---------------- -----------------
To the knowledge of MetLife Investors USA, none of the directors or
officers of MetLife Investors USA, individually or as a group, beneficially
owned, directly or indirectly, over 1% of the outstanding accumulation units of
the Subaccount as of the Record Date. Any beneficial financial interest that
MetLife Investors USA may have in the Subaccount is immaterial in relation to
the interests of owners and MetLife Investors USA will not cast any votes.
How do I vote on the substitution proposal?
If you properly execute and return the enclosed Voting Instruction Card to
Vote Tabulator, P.O. Box 9043, Smithtown, New York 11787-9841 by April 23, 2004
at 4:00 p.m. Pacific Time (the "Voting Deadline"), MetLife Investors USA will
count your vote when calculating the results of the solicitation. MetLife
Investors USA may disregard any Voting Instruction Cards received after the
Voting Deadline. Votes attributable to Voting Instruction Cards that are
properly executed and returned but are not marked "For" or "Against" the
proposed substitution, will be counted as "For." A vote to "Abstain" will have
the effect of a vote "Against" the proposed substitution.
You also may vote by telephone by calling 1-866-235-4258 and following the
instructions, faxing your Voting Instruction Card (both front and back) to
1-888-796-9932, or by visiting our voting agent's website
https://vote.proxy-direct.com and following the instructions. If you cast your
telephone, facsimile or website vote by the Voting Deadline, MetLife Investors
USA will count your vote when calculating the results of the solicitation.
MetLife Investors USA may disregard any votes cast by telephone or facsimile or
at the website after the Voting Deadline (or any extension of the Voting
Deadline). MetLife Investors USA or its voting agent will use reasonable
procedures (such as requiring an identification number) to verify the
authenticity of voters using the telephone, facsimile or website voting
facilities. Your voting authentication number is found on the accompanying
Voting Instruction Card.
Can I change my vote after I have submitted it?
Any Contract owner who has submitted a Voting Instruction Card has the
right to change his or her vote at any time prior to the Voting Deadline by
submitting a letter requesting the change or a later-dated Voting Instruction
Card that MetLife Investors USA receives at the above address on or before the
Voting Deadline. If MetLife Investors USA does not receive sufficient votes to
approve the proposal, it may extend the Voting Deadline and conduct a further
solicitation of votes.
MetLife Investors USA will solicit votes primarily by mail, but may
supplement this effort by telephone calls, telegrams, e-mails, personal
interviews, and other communications by officers, employees, and agents of
MetLife Investors USA or its affiliates. In addition, Alamo Direct has been
retained to assist in the solicitation of votes. It is expected that the cost of
retaining Alamo Direct for such solicitation will be approximately $78.00. The
costs for solicitation of votes, like the other costs associated with the
substitution, will be borne by MetLife Investors USA.
METLIFE INVESTORS USA INSURANCE COMPANY RECOMMENDS THAT YOU VOTE TO "APPROVE"
THE PROPOSED SUBSTITUTION.
GENERAL INFORMATION
MetLife Investors USA Insurance Company
MetLife Investors USA is a stock life insurance company organized under
Delaware Law in 1960. MetLife Investors USA is authorized to transact the
business of life insurance, including annuities, in the District of Columbia and
all states except New York. Its principal executive offices are located at 22
Corporate Plaza Drive, Newport Beach, California 92660.
MetLife Investors USA is a wholly-owned subsidiary of MetLife Investors
Group, Inc. MetLife Investors Group, Inc., in turn, is an indirect wholly-owned
subsidiary of MetLife, Inc., the parent of MetLife. MetLife, Inc. is listed on
the New York Stock Exchange and, through its affiliates, is a leading provider
of insurance and other financial products and services to individuals and
groups.
MetLife Investors USA Separate Account A
Separate Account A is a separate investment account of MetLife Investors
USA established under Delaware law on May 29, 1980. Each subaccount invests in a
corresponding portfolio of an open-end management investment company. The
variable annuity contracts that invest in the Current Portfolio, including your
Contract, have been issued through Separate Account A and interests in Separate
Account A offered through such variable annuity contracts have been registered
under the Securities Act of 1933, as amended (the "1933 Act"). Separate Account
A is registered with the Commission under the Investment Company Act of 1940, as
amended (the "1940 Act") as a unit investment trust type of investment company.
Metropolitan Series Fund, Inc.
Shares of Metropolitan Series Fund, Inc. are sold exclusively to insurance
company separate accounts to fund benefits under variable annuity contracts and
variable life insurance policies sponsored by MetLife Investors USA and its
affiliates, or employer pension and profit sharing plans. Metropolitan Series
Fund, Inc. is a Maryland corporation organized on November 23, 1982.
Metropolitan Series Fund, Inc. is registered under the 1940 Act as an open-end
management investment company of the series type, and its securities are
registered under the 1933 Act. Metropolitan Series Fund, Inc. currently offers
36 series.
Service Providers
MetLife Investors Distribution Company, an indirect wholly-owned subsidiary
of MetLife Investors Group, Inc. located at 22 Corporate Plaza Drive, Newport
Beach, California 92660, is the principal underwriter for Separate Account A.
MetLife, located at 1 Madison Avenue, New York, New York 10010, is the
distributor for the Metropolitan Series Fund, Inc.
Owner Proposals
Contract owners have no rights under the Contract to put voting proposals
before the owners.
Prospectuses and Annual Reports
Upon request, MetLife Investors USA will furnish, without charge, a copy of
the most recent annual and semi-annual shareholder reports and current
prospectuses and statements of additional information for the Replacement
Portfolio and for the Current Portfolio, respectively. These are: (i) the
prospectus and statement of additional information for the Replacement Portfolio
and for the Current Portfolio, each dated May 1, 2003; and (ii) the annual
report for the Replacement Portfolio and for the Current Portfolio, each dated
December 31, 2002, and the semi-annual report for the Replacement Portfolio and
for the Current Portfolio, each dated June 30, 2003 (and the annual report for
each Portfolio dated December 31, 2003, if available). (The Replacement
Portfolio and the Current Portfolio's Commission file numbers are: File Nos.
002-80751/811-3618 and File Nos. 002-93177/811-4108, respectively.)
To request any of these documents, please call MetLife Investors USA at
1-800-284-4536, or write to MetLife Investors USA at 22 Corporate Plaza Drive,
Newport Beach, California 92660. Each of these documents is incorporated by
reference in this document. (This means that it is legally considered to be a
part of this Voting Information Statement.)
You can also obtain copies of any of these documents without charge on the
EDGAR database on the Commission's Internet site at http://www.sec.gov. Copies
are available for a fee by electronic request at the following email address:
publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549.
Dissenter's Rights of Appraisal
Taken together, Delaware Insurance law and the terms of the Contract do not
appear to provide appraisal rights to investors, such as Contract owners, beyond
their right to receipt of the cash surrender value of their Contract. MetLife
Investors USA believes that, for transactions such as the proposed substitution,
this requires, in effect, that accumulation units have a value equal to their
net asset value determined as of 4:00 p.m. on the date of the proposed
substitution.
Interpretations of the 1940 Act by the Commission staff limit appraisal
rights of investors in a registered unit investment trust, such as Contract
owners, to those provided by Rule 22c-1 under the 1940 Act. Rule 22c-1, in
effect, requires for transactions such as the proposed substitution, that
accumulation units have a value equal to their net asset value per share
determined as of 4:00 p.m. on the date of the proposed substitution.
You should note, however, that before the proposed substitution occurs,
Contract owners will be permitted to make a transfer of Contract value (or
annuity unit exchange) from the Subaccount to any other subaccount without
charge and without that transfer (or exchange) counting towards the number
permitted or the number permitted without charge under their Contract. During
the 30 days after the proposed substitution, Contract owners will be permitted
to make a transfer of Contract value (or annuity unit exchange) from the
subaccount investing in the Replacement Portfolio to any other subaccount
without charge and without that transfer (or exchange) counting towards the
number permitted or the number permitted without charge under their Contract.
Inquiries
Owners may make inquiries by contacting their registered representative or
by writing MetLife Investors USA at 22 Corporate Plaza Drive, Newport Beach,
California 92660, or by calling 1-800-284-4536.
Additional Information
The Portfolios are each subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith
file reports and other information including proxy material, and charter
documents with the Commission. These items can be inspected and copies obtained
at the Public Reference Facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C., 20549, and at the Commission's Regional Offices
located at Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois
60661-2511 and Woolworth Building, 233 Broadway, New York, New York 10279, at
prescribed rates.
METLIFE INVESTORS USA REQUESTS THAT YOU PROMPTLY EXECUTE AND RETURN THE ENCLOSED
VOTING INSTRUCTION CARD. A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE.
FORM OF VOTING INSTRUCTION CARD
YOUR VOTE IS VERY IMPORTANT!
PLEASE SIGN, DATE AND RETURN THIS
VOTING INSTRUCTION CARD IN THE
ENCLOSED ENVELOPE TODAY!
You may also vote by:
o Telephone:
1. Call toll free 1-866-235-4258.
2. Follow the simple instructions.
o Fax:
After completing and signing this Card, fax it (both
front and back sides) to 1-888-796-9932.
o Internet:
Visit our website at https://vote.proxy-direct.com and
follow the instructions for voting via Internet.
SUBACCOUNT UNITS
========================================================
[Current Subaccount Name] [Number of units]
============================= =========
VOTING METLIFE INVESTORS USA INSURANCE COMPANY VOTING
INSTRUCTION 22 Corporate Plaza Drive INSTRUCTION
Newport Beach, California 92660
I, the undersigned, hereby instruct MetLife Investors USA Insurance Company
("MetLife Investors USA") to count all of the accumulation units that I owned as
of January 30, 2004, in the subaccount(s) of MetLife Investors USA Separate
Account A listed above as being voted as indicated on this Voting Instruction
Card.
ACCUMULATION UNITS LISTED ABOVE WILL BE VOTED AS INDICATED OR AS "FOR" ANY
PROPOSAL FOR WHICH NO CHOICE IS INDICATED. To be counted, Voting Instruction
Cards must be received by MetLife Investors USA no later than Friday, April 23,
2004 at 4:00 p.m. Pacific Time.
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-866-235-4258
VOTE VIA FACSIMILE: 1-888-796-9932
[Voting Control Number]
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing as
attorney, executor, administrator, trustee, guardian, or as custodian for a
minor, please sign your name and give your full title. If you are signing on
behalf of a corporation, please sign the full corporate name and your name and
indicate your title. If you are a partner signing for a partnership, please sign
the partnership name, your name and indicate your title. Joint owners should
each sign these instructions. Please sign, date and return.
----------------------------------
Signature
----------------------------------
Signature of joint owner, if any
----------------------------------
Date
THESE VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF METLIFE INVESTORS
USA. RECEIPT OF THE ACCOMPANYING VOTING INFORMATION STATEMENT(S), AS APPLICABLE,
IS HEREBY ACKNOWLEDGED.
IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED AND NO SPECIFICATION IS
MADE, METLIFE INVESTORS USA WILL COUNT THE VOTE AS "FOR" ALL OF THE PROPOSALS.
Please note that a vote to "ABSTAIN" will have the same effect as a "NO" vote.
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW. EXAMPLE: |X|
METLIFE INVESTORS USA RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOLLOWING:
1. To approve the substitution of Class A shares of the Replacement
Portfolio(s) listed below, for the shares of the corresponding current
Portfolio(s) listed below that is currently included as an investment
option under certain variable insurance contracts offered by MetLife
Investors USA Insurance Company.
|_| To vote all Portfolios FOR ; |_| to vote all Portfolios AGAINST ; |_| to
ABSTAIN votes for all Portfolios; or vote separately by Portfolio below.
CURRENT PORTFOLIO REPLACEMENT PORTFOLIO FOR AGAINST ABSTAIN
[Name of Current Portfolio] [Name of Replacement Portfolio] |_| |_| |_|
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING OR FAXING