PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 4, 2004)
$500,000,000
[METLIFE LOGO] [SNOOPY LOGO]
$150,000,000 5.50% SENIOR NOTES DUE 2014
$350,000,000 6.375% SENIOR NOTES DUE 2034
------------------------------
MetLife, Inc. is offering $150,000,000 aggregate principal amount of its
5.50% senior notes due June 15, 2014 and $350,000,000 aggregate principal amount
of its 6.375% senior notes due June 15, 2034. The 5.50% senior notes due 2014
offered by this Prospectus Supplement will constitute a single series of senior
notes with the 5.50% Senior Notes due 2014 issued on June 3, 2004 in an
aggregate principal amount of $200,000,000. The 6.375% senior notes due 2034
offered by this Prospectus Supplement will constitute a single series of senior
notes with the 6.375% Senior Notes due 2034 issued on June 3, 2004 in an
aggregate principal amount of $400,000,000. The 5.50% senior notes due 2014 and
the 6.375% senior notes due 2034 offered hereby will have the same CUSIP numbers
as, and will trade interchangeably with, the previously issued notes of each
series, respectively, immediately upon settlement. The issuance of the 5.50%
senior notes due 2014 will increase the aggregate principal amount of the
outstanding notes of this series to $350,000,000. The issuance of the 6.375%
senior notes due 2034 will increase the aggregate principal amount of the
outstanding notes of this series to $750,000,000. We will pay interest on the
senior notes semi-annually on June 15 and December 15 of each year, beginning on
December 15, 2004. The senior notes of each series will be redeemable prior to
maturity, in whole at any time or in part from time to time, at our option, at
the "make-whole" redemption prices described in this prospectus supplement.
The senior notes will be our unsecured obligations and will rank equally in
right of payment with all of our existing and future unsecured, unsubordinated
indebtedness.
------------------------------
NONE OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION, THE NEW YORK SUPERINTENDENT OF INSURANCE OR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
<Table>
<Caption>
PROCEEDS, BEFORE
PRICE TO UNDERWRITING EXPENSES, TO
INVESTORS(1) DISCOUNT METLIFE, INC.
------------ ------------ ----------------
Per Senior Note due 2014............... 101.684% 0.450% 101.234%
Senior Notes due 2014 Total....... $152,526,000 $ 675,000 $151,851,000
Per Senior Note due 2034............... 101.970% 0.875% 101.095%
Senior Notes due 2034 Total....... $356,895,000 $3,062,500 $353,832,500
Total.................................. $509,421,000 $3,737,500 $505,683,500
</Table>
(1) Plus accrued interest from June 3, 2004 to the date of delivery of the
senior notes.
We do not currently intend to list either series of senior notes on any
securities exchange.
Delivery of the senior notes, in book-entry form only, is expected to be
made through The Depository Trust Company, Clearstream, Luxembourg and the
Euroclear System on or about July 23, 2004.
------------------------------
Joint Book-Running Managers
CITIGROUP WACHOVIA SECURITIES
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES
HSBC
RAMIREZ & CO., INC.
------------------------------
The date of this prospectus supplement is July 20, 2004.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<Table>
<Caption>
PAGE
----
About This Prospectus Supplement............................ S-4
Summary of the Offering..................................... S-5
MetLife, Inc................................................ S-7
Use of Proceeds............................................. S-7
Selected Consolidated Financial Information................. S-8
Capitalization.............................................. S-13
Ratio of Earnings to Fixed Charges.......................... S-14
Description of the Senior Notes............................. S-15
Certain U.S. Federal Income Tax Consequences................ S-22
European Union Savings Directive............................ S-26
Underwriting................................................ S-27
Offering Restrictions....................................... S-28
Legal Opinions.............................................. S-28
PROSPECTUS
About This Prospectus....................................... 3
Where You Can Find More Information......................... 3
Special Note Regarding Forward-Looking Statements........... 4
MetLife, Inc................................................ 6
The Trusts.................................................. 6
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 8
Description of Securities................................... 8
Description of Debt Securities.............................. 8
Description of Capital Stock................................ 17
Description of Depositary Shares............................ 24
Description of Warrants..................................... 26
Description of Purchase Contracts........................... 27
Description of Units........................................ 29
Description of Trust Preferred Securities................... 29
Description of Guarantees................................... 31
Plan of Distribution........................................ 35
Legal Opinions.............................................. 36
Experts..................................................... 36
</Table>
------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. NEITHER
WE NOR THE UNDERWRITERS HAVE AUTHORIZED ANYONE TO PROVIDE YOU WITH ADDITIONAL OR
DIFFERENT INFORMATION. IF ANYONE PROVIDED YOU WITH ADDITIONAL OR DIFFERENT
INFORMATION, YOU SHOULD NOT RELY ON IT. NEITHER WE NOR THE UNDERWRITERS ARE
MAKING AN OFFER TO SELL THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS ACCURATE ONLY AS OF
THEIR RESPECTIVE DATES AND THAT ANY INFORMATION WE HAVE INCORPORATED BY
REFERENCE IS ACCURATE ONLY AS OF THE DATE OF THE DOCUMENT INCORPORATED BY
REFERENCE. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
PROSPECTS MAY HAVE CHANGED SINCE THOSE DATES.
S-2
IN CONNECTION WITH THIS OFFERING, CITIGROUP GLOBAL MARKETS INC. OR WACHOVIA
CAPITAL MARKETS, LLC OR THEIR AFFILIATES MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF EACH SERIES OF SENIOR NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD.
HOWEVER, THERE IS NO OBLIGATION ON THE STABILIZING AGENT TO DO THIS. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT
TO AN END AFTER A LIMITED PERIOD.
------------------------------
The senior notes of each series are offered for sale in those jurisdictions
in the United States, Europe, Asia and elsewhere where it is lawful to make such
offers. The distribution of this prospectus supplement and the accompanying
prospectus and the offering or sale of the senior notes in some jurisdictions
may be restricted by law. Persons into whose possession this prospectus
supplement and the accompanying prospectus come are required by us and the
underwriters to inform themselves about and to observe any applicable
restrictions. This prospectus supplement and the accompanying prospectus may not
be used for or in connection with an offer or solicitation by any person in any
jurisdiction in which that offer or solicitation is not authorized or to any
person to whom it is unlawful to make that offer or solicitation. See "Offering
Restrictions" in this prospectus supplement.
S-3
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of senior
notes. This prospectus supplement may add, update or change information
contained or incorporated by reference in the accompanying prospectus. In
addition, the information incorporated by reference in the accompanying
prospectus may have added, updated or changed information in the accompanying
prospectus. If information in this prospectus supplement is inconsistent with
any information in the accompanying prospectus (or any information incorporated
therein by reference), this prospectus supplement will apply and will supersede
such information in the accompanying prospectus.
It is important for you to read and consider all information contained in
this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the additional
information under the caption "Where You Can Find More Information" in the
accompanying prospectus.
Unless otherwise stated or the context otherwise requires, references in
this prospectus supplement and the accompanying prospectus to "MetLife," "we,"
"our," or "us" refer to MetLife, Inc., together with Metropolitan Life Insurance
Company ("Metropolitan Life"), and their respective direct and indirect
subsidiaries, while references to "MetLife, Inc." refer only to the holding
company on an unconsolidated basis.
S-4
SUMMARY OF THE OFFERING
Issuer........................ MetLife, Inc., 200 Park Avenue, New York, New
York 10166; telephone: (212) 578-2211.
Securities Offered............ $150,000,000 aggregate principal amount of
5.50% senior notes due June 15, 2014.
$350,000,000 aggregate principal amount of
6.375% senior notes due June 15, 2034.
Interest Rates................ The senior notes due 2014 will bear interest
from June 3, 2004 at the rate of 5.50% per
year.
The senior notes due 2034 will bear interest
from June 3, 2004 at the rate of 6.375% per
year.
Interest Payment Dates........ June 15 and December 15 of each year, beginning
on December 15, 2004.
Long-Term Senior Unsecured
Debt Ratings.................. Standard & Poor's: A
Moody's: A2
Fitch: A
A.M. Best: a
The ratings set forth above are not a
recommendation to purchase, hold or sell the
senior notes, inasmuch as the ratings do not
comment as to market price or suitability for a
particular investor. The ratings are based on
current information we have furnished to the
rating agencies and information obtained by the
rating agencies from other sources. The ratings
are only accurate as of the date hereof and may
be changed, superseded or withdrawn as a result
of changes in, or unavailability of, such
information and, therefore, a prospective
purchaser should check the current ratings
before purchasing the senior notes.
Ranking....................... The senior notes will be MetLife, Inc.'s
unsecured obligations and will rank equally in
right of payment with all of our existing and
future unsecured, unsubordinated indebtedness.
Optional Redemption........... The senior notes of each series will be
redeemable prior to maturity, in whole at any
time or in part from time to time, at our
option, at a redemption price equal to the
greater of 100% of the principal amount of the
senior notes to be redeemed and a "make-whole"
amount described under "Description of the
Senior Notes -- Optional Redemption" in this
prospectus supplement plus, in each case,
accrued and unpaid interest on such senior
notes to the date of redemption.
Certain Covenants............. We will issue the senior notes under an
indenture containing covenants that restrict
our ability, with significant exceptions, to:
- incur debt secured by certain liens on the
stock of Metropolitan Life;
- dispose of stock of Metropolitan Life; and
S-5
- merge or consolidate with another company or
convey, sell or otherwise transfer all or
substantially all of our property and assets
to another company.
Use of Proceeds............... We intend to use the net proceeds from the sale
of the senior notes, which we expect will be
approximately $505 million (excluding accrued
interest) after deducting underwriting
discounts and the estimated expenses of the
offering, to repay a portion of the 3.911%
debentures of MetLife, Inc. due May 15, 2005
and for other general corporate purposes. Until
the funds are needed for such purposes, we
intend to use the net proceeds to invest in
fixed income securities.
Clearance and Settlement...... The senior notes of each series will be cleared
through The Depository Trust Company,
Clearstream, Luxembourg and the Euroclear
System.
Governing Law................. State of New York.
S-6
METLIFE, INC.
We are a leading provider of insurance and other financial services to
individual and institutional customers. We offer life insurance, annuities,
automobile and homeowners insurance and mutual funds to individuals, as well as
group insurance, reinsurance and retirement and savings products and services to
corporations and other institutions. We serve individuals in approximately 13
million households in the United States and provide benefits to 37 million
employees and family members through their plan sponsors.
We distribute our products and services nationwide through multiple
channels, with the primary distribution systems being our career agency system,
our general agency distribution systems, our regional sales forces, our
dedicated sales forces, financial intermediaries, independent agents and product
specialists. We operate in the international markets that we serve through
subsidiaries and joint ventures. Our international segment focuses on the
Asia/Pacific region and Latin America and currently serves approximately 8
million customers through direct insurance operations in Argentina, Brazil,
Chile, China, Hong Kong, India, Indonesia, Mexico, South Korea, Taiwan and
Uruguay.
MetLife, Inc. is incorporated under the laws of the State of Delaware.
MetLife, Inc.'s principal executive offices are located at 200 Park Avenue, New
York, New York 10166 and its telephone number is (212) 578-2211.
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the senior notes, which
we expect will be approximately $505 million (excluding accrued interest) after
deducting underwriting discounts and certain estimated expenses of the offering,
to repay a portion of the $1,006 million aggregate principal amount of the
MetLife, Inc. 3.911% debentures due May 15, 2005 and for other general corporate
purposes. Until the funds are needed for such purposes, we intend to use the net
proceeds to invest in fixed income securities.
S-7
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table sets forth selected historical consolidated financial
information for MetLife. The selected historical consolidated financial
information for the years ended December 31, 2003, 2002 and 2001 and at December
31, 2003 and 2002 has been derived from our audited consolidated financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2003. This selected consolidated financial information should be
read in conjunction with and is qualified by reference to these financial
statements and the related notes. The selected historical consolidated financial
information for the years ended December 31, 2000 and 1999 and at December 31,
2001, 2000 and 1999 has been derived from our audited consolidated financial
statements not included or incorporated by reference in this prospectus
supplement or the accompanying prospectus. The selected consolidated financial
information at and for the three months ended March 31, 2004 and 2003 has been
derived from the unaudited interim condensed consolidated financial statements
included in our Quarterly Report on Form 10-Q for the three months ended March
31, 2004. The following consolidated statements of income and consolidated
balance sheet data have been prepared in conformity with accounting principles
generally accepted in the United States of America ("GAAP"). Some previously
reported amounts have been reclassified to conform with the presentation at and
for the three months ended March 31, 2004.
<Table>
<Caption>
FOR THE THREE
MONTHS ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
--------------- -----------------------------------------------
2004 2003 2003 2002 2001 2000 1999
------ ------ ------- ------- ------- ------- -------
(DOLLARS IN MILLIONS)
STATEMENTS OF INCOME DATA
Revenues:
Premiums................................. $5,353 $4,832 $20,673 $19,077 $17,212 $16,317 $12,084
Universal life and investment-type
product policy fees................... 690 572 2,496 2,147 1,889 1,820 1,437
Net investment income(1)................. 2,977 2,874 11,617 11,261 11,187 10,986 9,436
Other revenues........................... 353 298 1,342 1,332 1,507 2,229 1,861
Net investment-related gains
(losses)(1)(2)(3)(7).................. 130 (214) (357) (751) (579) (390) (70)
------ ------ ------- ------- ------- ------- -------
Total revenues(4)(6).................. 9,503 8,362 35,771 33,066 31,216 30,962 24,748
------ ------ ------- ------- ------- ------- -------
Expenses:
Policyholder benefits and claims(2)(7)... 5,491 4,953 20,848 19,523 18,454 16,893 13,100
Interest credited to policyholder account
balances.............................. 743 747 3,035 2,950 3,084 2,935 2,441
Policyholder dividends................... 442 503 1,975 1,942 2,086 1,919 1,690
Payments to former Canadian
policyholders(5)...................... -- -- -- -- -- 327 --
Demutualization costs.................... -- -- -- -- -- 230 260
Other expenses(1)(2)(8).................. 1,864 1,749 7,298 7,015 7,022 7,401 6,210
------ ------ ------- ------- ------- ------- -------
Total expenses(4)(6).................. 8,540 7,952 33,156 31,430 30,646 29,705 23,701
------ ------ ------- ------- ------- ------- -------
Income from continuing operations before
provision for income taxes............... 963 410 2,615 1,636 570 1,257 1,047
Provision for income taxes(1)(9)............ 304 115 681 502 204 405 511
------ ------ ------- ------- ------- ------- -------
Income from continuing operations........... 659 295 1,934 1,134 366 852 536
Income from discontinued operations, net of
income taxes(1).......................... 22 67 309 471 107 101 81
------ ------ ------- ------- ------- ------- -------
Income before cumulative effect of a change
in accounting............................ 681 362 2,243 1,605 473 953 617
Cumulative effect of a change in accounting,
net of income taxes...................... (158) -- (26) -- -- -- --
------ ------ ------- ------- ------- ------- -------
Net income.................................. $ 523 $ 362 $ 2,217 $ 1,605 $ 473 $ 953 $ 617
====== ====== ======= ======= ======= ======= =======
Net income after April 7, 2000 (date of
demutualization)......................... $ 1,173
=======
</Table>
S-8
<Table>
<Caption>
AT DECEMBER 31,
AT MARCH 31, ----------------------------------------------------
2004 2003 2002 2001 2000 1999
------------ -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS)
BALANCE SHEET DATA
Assets:
General account assets....... $258,877 $251,085 $217,733 $194,256 $183,912 $160,291
Separate account assets...... 78,336 75,756 59,693 62,714 70,250 64,941
-------- -------- -------- -------- -------- --------
Total assets.............. $337,213 $326,841 $277,426 $256,970 $254,162 $225,232
======== ======== ======== ======== ======== ========
Liabilities:
Life and health policyholder
liabilities(10)........... $181,918 $176,628 $162,569 $148,395 $140,040 $122,637
Property and casualty
policyholder
liabilities(10)........... 2,973 2,943 2,673 2,610 2,559 2,318
Short-term debt.............. 3,068 3,642 1,161 355 1,085 4,180
Long-term debt............... 5,707 5,703 4,425 3,628 2,400 2,494
Other liabilities............ 42,938 41,020 28,255 21,950 20,349 14,972
Separate account
liabilities............... 78,336 75,756 59,693 62,714 70,250 64,941
-------- -------- -------- -------- -------- --------
Total liabilities......... 314,940 305,692 258,776 239,652 236,683 211,542
-------- -------- -------- -------- -------- --------
Company-obligated mandatorily
redeemable securities of
subsidiary trusts......... -- -- 1,265 1,256 1,090 --
-------- -------- -------- -------- -------- --------
Stockholders' Equity:
Common stock, at par
value(11)................. 8 8 8 8 8 --
Additional paid-in
capital(11)............... 15,001 14,991 14,968 14,966 14,926 --
Retained earnings(11)........ 4,716 4,193 2,807 1,349 1,021 14,100
Treasury stock, at
cost(11).................. (896) (835) (2,405) (1,934) (613) --
Accumulated other
comprehensive income
(loss).................... 3,444 2,792 2,007 1,673 1,047 (410)
-------- -------- -------- -------- -------- --------
Total stockholders'
equity................. 22,273 21,149 17,385 16,062 16,389 13,690
-------- -------- -------- -------- -------- --------
Total liabilities and
stockholders' equity... $337,213 $326,841 $277,426 $256,970 $254,162 $225,232
======== ======== ======== ======== ======== ========
</Table>
S-9
<Table>
<Caption>
FOR THE THREE MONTHS
ENDED MARCH 31, AT OR FOR THE YEAR ENDED DECEMBER 31,
--------------------- ----------------------------------------------------
2004 2003 2003 2002 2001 2000 1999
--------- --------- -------- -------- -------- -------- --------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)
OTHER DATA
Net income................. $ 523 $ 362 $ 2,217 $ 1,605 $ 473 $ 953 $ 617
Return on equity(12)....... N/A N/A 13.1% 10.8% 3.2% 6.5% 4.5%
Total assets under
management(13).......... $362,955 $307,632 $350,235 $299,187 $282,486 $301,325 $373,612
INCOME FROM CONTINUING
OPERATIONS AVAILABLE TO
COMMON SHAREHOLDERS PER
SHARE DATA(14)
Basic earnings per share... $ 0.87 $ 0.39 $ 2.59 $ 1.61 $ 0.49 $ 1.42 N/A
Diluted earnings per
share................... $ 0.87 $ 0.38 $ 2.56 $ 1.56 $ 0.48 $ 1.40 N/A
INCOME FROM DISCONTINUED
OPERATIONS PER SHARE
DATA(14)
Basic earnings per share... $ 0.03 $ 0.10 $ 0.42 $ 0.67 $ 0.14 $ 0.10 N/A
Diluted earnings per
share................... $ 0.03 $ 0.09 $ 0.41 $ 0.65 $ 0.14 $ 0.09 N/A
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PER SHARE
DATA(14)
Basic earnings per share... $ (0.21) $ -- $ (0.04) $ -- $ -- $ -- N/A
Diluted earnings per
share................... $ (0.21) $ -- $ (0.03) $ -- $ -- $ -- N/A
NET INCOME AVAILABLE TO COMMON
SHAREHOLDERS PER SHARE
DATA(14)
Basic earnings per share... $ 0.69 $ 0.49 $ 2.98 $ 2.28 $ 0.64 $ 1.52 N/A
Diluted earnings per
share................... $ 0.69 $ 0.47 $ 2.94 $ 2.20 $ 0.62 $ 1.49 N/A
DIVIDENDS DECLARED PER
SHARE...................... N/A N/A $ 0.23 $ 0.21 $ 0.20 $ 0.20 N/A
</Table>
- ---------------
(1) In accordance with Statement of Financial Accounting Standards ("SFAS") No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets, income
related to real estate sold or classified as held-for-sale for transactions
initiated on or after January 1, 2002 is presented as discontinued
operations. The following table presents the components of income from
discontinued operations:
<Table>
<Caption>
FOR THE THREE
MONTHS ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
-------------- --------------------------------
2004 2003 2003 2002 2001 2000 1999
---- ---- ---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
Investment income.............. $31 $38 $152 $458 $508 $159 $128
Investment expense............. (15) (21) (81) (298) (339) -- --
Net investment-related gains
(losses).................... 21 90 420 582 -- -- --
--- --- ---- ---- ---- ---- ----
Total revenues.............. 37 107 491 742 169 159 128
Interest expense............... 2 -- 4 1 -- -- --
Provision for income taxes..... 13 40 178 270 62 58 47
--- --- ---- ---- ---- ---- ----
Income from discontinued
operations, net of income
taxes.................... $22 $67 $309 $471 $107 $101 $ 81
=== === ==== ==== ==== ==== ====
</Table>
S-10
- ---------------
(2) Investment-related gains (losses) are presented net of related policyholder
amounts. The amounts netted against investment-related gains (losses) are
the following:
<Table>
<Caption>
FOR THE THREE
MONTHS ENDED
MARCH 31, FOR THE YEAR ENDED DECEMBER 31,
-------------- -------------------------------------
2004 2003 2003 2002 2001 2000 1999
----- ------ ----- ----- ----- ----- -----
(DOLLARS IN MILLIONS)
Gross investment-related gains
(losses)...................... $ 98 $(252) $(572) $(896) $(713) $(444) $(137)
---- ----- ----- ----- ----- ----- -----
Less amounts allocated from:
Deferred policy acquisition
costs..................... (13) 10 31 (5) (25) 95 46
Participating contracts...... -- -- 40 (7) -- (126) 21
Policyholder dividend
obligation................ 45 28 144 157 159 85 --
---- ----- ----- ----- ----- ----- -----
Total........................ 32 38 215 145 134 54 67
---- ----- ----- ----- ----- ----- -----
Net investment-related gains
(losses)...................... $130 $(214) $(357) $(751) $(579) $(390) $ (70)
==== ===== ===== ===== ===== ===== =====
</Table>
- ---------------
Gross investment-related gains (losses) exclude amounts related to real
estate operations reported as discontinued operations in accordance with
SFAS 144.
Investment-related gains (losses) have been reduced by (i) amortization of
deferred policy acquisition costs, to the extent that such amortization
results from investment-related gains (losses), (ii) adjustments to
participating contractholder accounts when amounts equal to such
investment-related gains (losses) are applied to the contractholder's
accounts, and (iii) adjustments to the policyholder dividend obligation
resulting from investment-related gains (losses). This presentation may
not be comparable to presentations made by other insurers.
(3) Net investment-related gains (losses) presented include scheduled periodic
settlement payments on derivative instruments that do not qualify for
hedge accounting under SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities, as amended, of $14 million and $8 million for the
three months ended March 31, 2004 and 2003, respectively, and $84 million,
$32 million and $24 million for the years ended December 31, 2003, 2002
and 2001, respectively.
(4) Includes the following combined financial statement data of Conning
Corporation ("Conning"), which was sold in 2001, and MetLife's interest in
Nvest Companies, L.P. ("Nvest") and its affiliates, which was sold in
2000:
<Table>
<Caption>
FOR THE YEAR ENDED
DECEMBER 31,
-----------------------
2001 2000 1999
----- ----- -----
(DOLLARS IN MILLIONS)
Total revenues...................................... $32 $605 $655
=== ==== ====
Total expenses...................................... $33 $580 $603
=== ==== ====
</Table>
- ---------------
As a result of these sales, investment gains of $25 million and $663
million were recorded for the years ended December 31, 2001 and 2000,
respectively.
(5) In July 1998, Metropolitan Life sold a substantial portion of its Canadian
operations to Clarica Life Insurance Company ("Clarica Life"). As part of
that sale, a large block of policies in effect with Metropolitan Life in
Canada was transferred to Clarica Life, and the holders of the transferred
Canadian policies became policyholders of Clarica Life. Those transferred
policyholders are no longer policyholders of Metropolitan Life and,
therefore, were not entitled to compensation under the plan of
reorganization. However, as a result of a commitment made in connection
with
S-11
obtaining Canadian regulatory approval of that sale and in connection with
the demutualization, Metropolitan Life's Canadian branch made cash
payments to those who were, or were deemed to be, holders of these
transferred Canadian policies. The payments were determined in a manner
that is consistent with the treatment of, and fair and equitable to,
eligible policyholders of Metropolitan Life.
(6) Included in total revenues and total expenses for the year ended December
31, 2002 are $421 million and $358 million, respectively, related to
Aseguradora Hidalgo S.A., which was acquired in June 2002. Included in
total revenues and total expenses for the year ended December 31, 2000 are
$3,739 million and $3,561 million, respectively, related to GenAmerica
Financial Corporation, which was acquired in January 2000.
(7) Policyholder benefits and claims exclude $(45) million and $(28) million
for the three months ended March 31, 2004 and 2003, respectively, and
$(184) million, $(150) million, $(159) million, $41 million and $(21)
million for the years ended December 31, 2003, 2002, 2001, 2000 and 1999,
respectively, of adjustments to participating contractholder accounts and
changes in the policyholder dividend obligation that have been netted
against net investment-related gains (losses) as such amounts are directly
related to such gains (losses). This presentation may not be comparable to
presentations made by other insurers.
(8) Other expenses exclude $13 million and $(10) million for the three months
ended March 31, 2004 and 2003, respectively, and $(31) million, $5
million, $25 million, $(95) million and $(46) million for the years ended
December 31, 2003, 2002, 2001, 2000 and 1999, respectively, of
amortization of deferred policy acquisition costs that have been netted
against net investment-related gains (losses) as such amounts are directly
related to such gains (losses). This presentation may not be comparable to
presentations made by other insurers.
(9) Provision for income taxes includes $(145) million and $125 million for
surplus tax (credited) accrued by Metropolitan Life for the years ended
December 31, 2000 and 1999, respectively. Prior to its demutualization,
Metropolitan Life was subject to surplus tax imposed on mutual life
insurance companies under Section 809 of the Internal Revenue Code.
(10) Policyholder liabilities include future policy benefits, and other
policyholder funds. Life and health policyholder liabilities also include
policyholder account balances, policyholder dividends payable and the
policyholder dividend obligation.
(11) For additional information regarding these items, see Notes 1 and 14 to
the Consolidated Financial Statements contained in our Annual Report on
Form 10-K for the year ended December 31, 2003.
(12) Return on equity is defined as net income divided by average total equity,
excluding accumulated other comprehensive income (loss).
(13) Includes MetLife's general account and separate account assets managed on
behalf of third parties. Includes $21 billion of assets under management
managed by Conning at December 31, 2000, which was sold in 2001. Includes
$133 billion of assets under management managed by Nvest at December 31,
1999 which was sold in 2000.
(14) Based on earnings subsequent to the date of demutualization. For
additional information regarding net income per share data, see Note 16 to
the Consolidated Financial Statements contained in our Annual Report on
Form 10-K for the year ended December 31, 2003.
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CAPITALIZATION
The following table sets forth our capitalization at March 31, 2004:
- on an actual basis; and
- as adjusted to give effect to (i) this offering of 5.50% senior notes
due June 15, 2014 and 6.375% senior notes due June 15, 2034, which we
expect to close on July 23, 2004, and the use of proceeds from this
offering and (ii) the issuance on June 3, 2004 of $200 million aggregate
principal amount of 5.50% senior notes due June 15, 2014 and $400
million aggregate principal amount of 6.375% senior notes due June 15,
2034, and the use of proceeds therefrom:
<Table>
<Caption>
AT MARCH 31, 2004
---------------------
ACTUAL AS ADJUSTED
------- -----------
(DOLLARS IN MILLIONS)
Short-term debt......................................... $ 3,068 $ 3,068
Long-term debt.......................................... 5,707 6,814
Shares subject to mandatory redemption.................. 277 277
------- -------
Total debt............................................ 9,052 10,159
------- -------
Stockholders' equity:
Common stock, at par value............................ 8 8
Additional paid-in capital............................ 15,001 15,001
Retained earnings..................................... 4,716 4,716
Treasury stock, at cost............................... (896) (896)
Accumulated other comprehensive income................ 3,444 3,444
------- -------
Total stockholders' equity............................ 22,273 22,273
------- -------
Total capitalization............................. $31,325 $32,432
======= =======
</Table>
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges.
<Table>
<Caption>
THREE
MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
----------- --------------------------------
2004 2003 2003 2002 2001 2000 1999
---- ---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges..... 2.20 1.45 1.80 1.54 1.15 1.34 1.33
</Table>
For purposes of this computation, earnings are defined as income from
continuing operations before provision for income taxes excluding undistributed
income and losses from equity method investments, minority interest and fixed
charges. Fixed charges are the sum of interest and debt issue costs, interest
credited to policyholder account balances, interest on bank deposits and an
estimated interest component of rent expense.
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DESCRIPTION OF THE SENIOR NOTES
The following description of the particular terms of each series of senior
notes supplements the description of the general terms and provisions of the
debt securities set forth under "Description of Debt Securities" beginning on
page 8 in the accompanying prospectus. The accompanying prospectus contains a
detailed summary of additional provisions of the senior notes and of the
indenture, dated as of November 9, 2001, between MetLife, Inc. and Bank One
Trust Company, N.A. (predecessor to J.P. Morgan Trust Company, National
Association), as trustee, under which the senior notes will be issued. The
following description replaces the description of the debt securities in the
accompanying prospectus, to the extent of any inconsistency. Terms used in this
prospectus supplement that are otherwise not defined will have the meanings
given to them in the accompanying prospectus. As used in this "Description of
the Senior Notes" section, "we," "us," "our" and "MetLife" mean MetLife, Inc.
and do not include its subsidiaries.
GENERAL
CERTAIN TERMS OF THE 5.50% SENIOR NOTES DUE 2014
The 5.50% senior notes due 2014 are a series of debt securities described
in the accompanying prospectus, and are senior debt securities. The 5.50% senior
notes due 2014 offered by this Prospectus Supplement will constitute a single
series of senior notes with the 5.50% Senior Notes due 2014 that MetLife issued
on June 3, 2004 in an aggregate principal amount of $200,000,000. MetLife will
issue the senior notes due 2014 under the indenture dated as of November 9, 2001
between us and Bank One Trust Company, N.A. (predecessor to J.P. Morgan Trust
Company, National Association), as trustee, as supplemented by a Seventh
Supplemental Indenture, dated as of June 3, 2004, between us and the trustee, as
further supplemented by a Ninth Supplemental Indenture, to be dated as of July
23, 2004, between us and the trustee. There is no limit on the aggregate
principal amount of senior notes of this series that MetLife may issue under the
indenture.
Upon completion of this offering, the aggregate principal amount of
outstanding notes of this series will be $350,000,000.
The senior notes due 2014 will bear interest at the rate of 5.50% per year.
Interest will accrue from June 3, 2004. Interest on the senior notes due 2014
will be payable semi-annually in arrears on June 15 and December 15 of each
year, commencing December 15, 2004, to the persons in whose names the senior
notes due 2014 are registered at the close of business on the preceding May 31
or November 30, as the case may be. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months. In the event that any date on
which interest is payable on the senior notes due 2014 is not a business day,
then a payment of the interest payable on such date will be made on the next
succeeding day that is a business day, except that, if such business day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding business day, in each case with the same force and effect as if made
on the date the payment was originally payable. Accordingly, no interest will
accrue on the amount so payable for the period from and after such interest
payment date to the date the payment is made.
Unless the senior notes due 2014 are redeemed prior to maturity, the senior
notes due 2014 will mature, and the principal amount of the senior notes due
2014 will become payable, on June 15, 2014.
The senior notes due 2014 will not be entitled to any sinking fund.
CERTAIN TERMS OF THE 6.375% SENIOR NOTES DUE 2034
The 6.375% senior notes due 2034 are a series of debt securities described
in the accompanying prospectus, and are senior debt securities. The 6.375%
senior notes due 2034 offered by this Prospectus Supplement will constitute a
single series of senior notes with the 6.375% Senior Notes due 2034 that MetLife
issued on June 3, 2004 in an aggregate principal amount of $400,000,000. MetLife
will issue the senior notes due 2034 under the indenture dated as of November 9,
2001 between us and Bank One Trust Company, N.A. (predecessor to J.P.Morgan
Trust Company, National Association), as trustee, as supplemented by an Eighth
Supplemental Indenture, dated as of June 3, 2004, between us and the trustee, as
further supplemented by a Tenth Supplemental Indenture, to be dated July 23,
2004, between us and the trustee.
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There is no limit on the aggregate principal amount of senior notes of this
series that MetLife may issue under the indenture.
Upon completion of this offering, the aggregate principal amount of
outstanding notes of this series will be $750,000,000.
The senior notes due 2034 will bear interest at the rate of 6.375% per
year. Interest will accrue from June 3, 2004. Interest on the senior notes due
2034 will be payable semi-annually in arrears on June 15 and December 15 of each
year, commencing December 15, 2004, to the persons in whose names the senior
notes due 2034 are registered at the close of business on the preceding May 31
or November 30, as the case may be. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months. In the event that any date on
which interest is payable on the senior notes due 2034 is not a business day,
then a payment of the interest payable on such date will be made on the next
succeeding day that is a business day, except that, if such business day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding business day, in each case with the same force and effect as if made
on the date the payment was originally payable. Accordingly, no interest will
accrue on the amount so payable for the period from and after such interest
payment date to the date the payment is made.
Unless the senior notes due 2034 are redeemed prior to maturity, the senior
notes due 2034 will mature, and the principal amount of the senior notes due
2034 will become payable, on June 15, 2034.
The senior notes due 2034 will not be entitled to any sinking fund.
FURTHER ISSUES
MetLife may, without the consent of the holders of either series of senior
notes, issue additional senior notes, as we are doing in this offering, of a
series having the same ranking and the same interest rate, maturity and other
terms as the senior notes of that series offered by this prospectus supplement,
except for the issue price and issue date and, in some cases, the first interest
payment date. Any additional senior notes having such similar terms will,
together with the applicable senior notes offered by this prospectus supplement,
constitute a single series of senior notes under the indenture. No additional
senior notes may be issued if an Event of Default has occurred with respect to
the applicable series of senior notes. MetLife will not issue any additional
senior notes intended to form a single series with the applicable series of
senior notes unless the additional senior notes will be fungible with all senior
notes of the same series for U.S. federal income tax purposes.
RANKING
The senior notes will be unsecured obligations of MetLife and will rank
equally in right of payment with all of MetLife's existing and future unsecured,
unsubordinated indebtedness. The senior notes will rank senior to any
subordinated indebtedness.
Because MetLife is principally a holding company, its right to participate
in any distribution of assets of any subsidiary, including Metropolitan Life,
upon the subsidiary's dissolution, liquidation or reorganization or otherwise,
is subject to the prior claims of creditors of the subsidiary, except to the
extent MetLife may be recognized as a creditor of that subsidiary. Accordingly,
MetLife's obligations under the senior notes will be effectively subordinated to
all existing and future indebtedness and liabilities of its subsidiaries,
including liabilities under contracts of insurance and annuities written by
MetLife's insurance subsidiaries. Holders of senior notes should look only to
MetLife's assets for payment thereunder.
OPTIONAL REDEMPTION
The senior notes of each series will be redeemable prior to maturity, at
our option, in whole at any time or in part from time to time (a "Redemption
Date"), at a redemption price equal to the greater of:
- 100% of the principal amount of such senior notes; and
- an amount equal to the sum of the present values of the remaining
scheduled payments for principal and interest on such senior notes, not
including any portion of the payments of interest
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accrued as of such Redemption Date, discounted to such Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate, plus 15 basis points in the case of
the senior notes due 2014 and 20 basis points in the case of the senior
notes due 2034;
plus, in each case, accrued and unpaid interest on such senior notes to, but
excluding, such Redemption Date.
"Treasury Rate" means the rate per year equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated on the third business day preceding the
Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the series of senior notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such series of senior notes.
"Independent Investment Banker" means either Banc of America Securities LLC
and any successor firm or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the trustee after consultation with us.
"Comparable Treasury Price" means with respect to any Redemption Date for a
series of senior notes (1) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations, or (2) if the trustee obtains fewer
than five such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Banc of America Securities LLC
and four other primary U.S. government securities dealers (each a "Primary
Treasury Dealer"), as specified by us; provided, that (1) if any of Banc of
America Securities LLC or any Primary Treasury Dealer as specified by us shall
cease to be a Primary Treasury Dealer, we will substitute therefor another
Primary Treasury Dealer and (2) if we fail to select a substitute within a
reasonable period of time, then the substitute will be a Primary Treasury Dealer
selected by the trustee after consultation with us.
"Reference Treasury Dealer Quotations" means, with respect to the Reference
Treasury Dealer and any Redemption Date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such Redemption Date.
If less than all of the senior notes of either series are to be redeemed,
the trustee will select the senior notes or portions of the senior notes to be
redeemed by such method as the trustee deems fair and appropriate. The trustee
may select senior notes and portions of senior notes in amounts of $2,000 and
whole multiples of $1,000 in excess of $2,000.
Notice of any redemption will be mailed at least 30 days but not more than
90 days before the Redemption Date to each holder of the senior notes to be
redeemed. Unless we default in payment of the redemption price, on or after the
Redemption Date, interest will cease to accrue on the senior notes called for
redemption.
DEFEASANCE
The discharge, defeasance and covenant defeasance provisions of the
indenture described under the caption "Description of Debt
Securities -- Discharge, Defeasance and Covenant Defeasance" on page 15 of the
accompanying prospectus will apply to each series of senior notes.
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NOTICES
We will mail notices to the addresses of the holders of the senior notes
that are shown on the registers for the senior notes.
THE TRUSTEE; PAYING AGENTS AND TRANSFER AGENTS
J.P. Morgan Trust Company, National Association (as successor to Bank One
Trust Company, N.A.) is the trustee under the indenture. The trustee and its
affiliates also perform certain commercial banking services for us and may serve
as trustee pursuant to indentures and other instruments entered into by us or
trusts established by us in connection with future issues of securities, for
which they receive customary fees. The trustee will be the paying agent and
transfer agent for the senior notes.
BOOK-ENTRY; DELIVERY AND FORM
The senior notes will be offered and sold in principal amounts of $2,000
and whole multiples of $1,000 in excess of $2,000. We will issue the senior
notes of each series in the form of one or more permanent global notes in fully
registered, book-entry form, which we refer to as the "global notes." Each
global note will be deposited with, or on behalf of, The Depository Trust
Company ("DTC") or any successor thereto (the "Depositary"), as depositary, and
registered in the name of Cede & Co. (DTC's partnership nominee). Unless and
until it is exchanged in whole or in part for senior notes in definitive form,
no global note may be transferred except as a whole by the Depositary to a
nominee of such Depositary. Investors may elect to hold interests in the global
notes through either the Depositary (in the United States) or through
Clearstream Banking, societe anonyme, Luxembourg ("Clearstream") or Euroclear
Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), if they are
participants in such systems, or indirectly through organizations which are
participants in such systems. Clearstream and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositaries, which in turn will hold such interests in customers' securities
accounts in the depositaries' names on the books of DTC. Citibank, N.A. will act
as depositary for Clearstream and The Chase Manhattan Bank will act as
depositary for Euroclear (in such capacities, collectively, the "U.S.
Depositaries").
DTC advises that it is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds and provides asset
servicing for over 2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 85
countries that DTC's participants ("Participants") deposit with DTC. DTC also
facilitates the post-trade settlement among Participants of sales and other
securities transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Participants' accounts. This eliminates
the need for physical movement of securities certificates.
"Direct Participants" in DTC include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and members of the National Securities Clearing Corporation,
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation, each of which is a subsidiary of DTCC, as
well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC,
and the National Association of Securities Dealers, Inc. Access to DTC's book-
entry system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, and clearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
Purchases of the senior notes under DTC's book-entry system must be made by
or through Direct Participants, which will receive a credit for the senior notes
on the records of DTC. The ownership interest of each actual purchaser of the
senior notes, which we refer to as the "beneficial owner," is in turn to be
S-18
recorded on the Participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchase, but beneficial owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings from the Direct Participant or
Indirect Participant through which the beneficial owner entered into the
transaction. Transfers of ownership interests in the global notes will be
effected only through entries made on the books of Participants acting on behalf
of beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in the global notes, except in the event
that use of the book-entry system for the senior notes is discontinued. The laws
of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in the global
notes.
To facilitate subsequent transfers, all global notes deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of the global notes with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the senior notes; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
senior notes are credited, which may or may not be the beneficial owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
So long as DTC or its nominee is the registered owner and holder of the
global notes, DTC or its nominee, as the case may be, will be considered the
sole owner or holder of the senior notes represented by the global notes for all
purposes under the indenture. Except as provided below, beneficial owners of
interests in the global notes will not be entitled to have book-entry notes
represented by the senior notes registered in their names, will not receive or
be entitled to receive physical delivery of senior notes in definitive form and
will not be considered the owners or holders thereof under the indenture.
Accordingly, each beneficial owner must rely on the procedures of DTC and, if
the person is not a Participant, on the procedures of the Participants through
which such person owns its interest, to exercise any rights of a holder under
the indenture. We understand that under existing industry practices, in the
event that we request any action of holders of senior notes or that an owner of
a beneficial interest in the senior notes desires to give or take any action
which a holder is entitled to give or take under the indenture, DTC would
authorize the Participants holding the relevant beneficial interests to give or
take the action, and the Participants would authorize beneficial owners owning
through the Participants to give or to take the action or would otherwise act
upon the instructions of beneficial owners. Conveyance of notices and other
communications by DTC to Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to beneficial
owners, will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Payments of principal of and interest on the senior notes will be made to
DTC. We will send all required reports and notices solely to DTC as long as DTC
is the registered holder of the global notes. Neither we, the trustee, nor any
other agent of ours or agent of the trustee will have any responsibility or
liability for any aspect of the records relating to, or payments made on account
of, beneficial ownership interests in global notes or for maintaining,
supervising or reviewing any records relating to the beneficial ownership
interests. DTC's practice is to credit the accounts of the Direct Participants
with payment in amounts proportionate to their respective holdings in principal
amount of beneficial interest in a security as shown on the records of DTC,
unless DTC has reason to believe that it will not receive payment on the payment
date. Payments by Participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of the Participants.
Clearstream advises that it is incorporated as a bank under the laws of
Luxembourg. As a registered bank in Luxembourg, Clearstream is subject to
regulation by the Luxembourg Commission for Supervision of the Financial Sector.
Clearstream was formed in January 2000 by the merger of Cedel International and
Deutsche Boerse Clearing and was fully acquired by the Deutsche Boerse Group in
July 2002. Clearstream holds securities for its participating organizations
("Clearstream Participants") and facilitates the clearance and settlement of
securities transactions between Clearstream Participants through electronic
book-entry
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changes in accounts of Clearstream Participants, thereby eliminating the need
for physical movement of certificates. Clearstream Participants are recognized
financial institutions around the world, including underwriters, securities
brokers and dealers, banks, trust companies and clearing corporations. In the
United States, Clearstream Participants are limited to securities brokers and
dealers and banks, and may include the underwriters. Indirect access to
Clearstream is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Clearstream Participant either directly or indirectly. Clearstream is an
Indirect Participant in DTC. Clearstream provides to Clearstream Participants,
among other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream interfaces with domestic securities markets in several
countries. Clearstream has established an electronic bridge with Euroclear Bank
S.A./N.V. to facilitate settlement of trades between Clearstream and Euroclear.
Distributions with respect to the senior notes held beneficially through
Clearstream will be credited to cash accounts of Clearstream Participants in
accordance with its rules and procedures, to the extent received by Clearstream.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing, and interfaces with domestic markets in
several countries. The Euroclear System is owned by Euroclear plc and operated
through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated
under the laws of the Kingdom of Belgium (the "Euroclear Operator"), under
contract with Euroclear Clearance Systems S.C., a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the underwriters. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly.
The Euroclear Operator advises that it is regulated and examined by the
Belgian Banking and Finance Commission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to the senior notes held beneficially through
Euroclear will be credited to the cash accounts of Euroclear Participants in
accordance with the Terms and Conditions, to the extent received by the U.S.
Depositary for Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the senior notes will be made in immediately
available funds. Secondary market trading between the Depositary Participants
will occur in the ordinary way in accordance with the Depositary's rules and
will be settled in immediately available funds using DTC's Same-Day Funds
Settlement System. Secondary market trading between Clearstream Participants
and/or Euroclear
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Participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Clearstream and Euroclear and will be settled
using the procedures applicable to conventional Eurobonds in immediately
available funds.
Cross-market transfers between persons holding directly or indirectly
through DTC on the one hand, and directly or indirectly through Clearstream or
Euroclear Participants, on the other hand, will be effected in DTC in accordance
with the DTC rules on behalf of the relevant European international clearing
system by its U.S. Depositary; however, such cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its U.S. Depositary to take
action to effect final settlement on its behalf by delivering interests in the
senior notes to or receiving interests in the senior notes from DTC, and making
or receiving payment in accordance with normal procedures for same-day funds
settlement applicable to DTC. Clearstream Participants and Euroclear
Participants may not deliver instructions directly to DTC.
Because of time-zone differences, credits of interests in the senior notes
received in Clearstream or Euroclear as a result of a transaction with a
Depositary Participant will be made during subsequent securities settlement
processing and will be credited the business day following the DTC settlement
date. Such credits or any transactions involving interests in such senior notes
settled during such processing will be reported to the relevant Euroclear or
Clearstream Participants on such business day. Cash received in Clearstream or
Euroclear as a result of sales of interests in the senior notes by or through a
Clearstream Participant or a Euroclear Participant to a Depositary Participant
will be received with value on the DTC settlement date but will be available in
the relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of the senior notes among
participants of DTC, Clearstream and Euroclear, they are under no obligation to
perform or continue to perform such procedures and such procedures may be
discontinued at any time.
CERTIFICATED NOTES
We will issue certificated senior notes to each person that DTC identifies
as the beneficial owner of the senior notes represented by the global notes upon
surrender by DTC of the global notes if:
- DTC notifies us that it is unwilling or unable to continue as a
depository for the global notes or DTC is no longer registered or in
good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, and in either case, we have not
appointed a successor depository within 90 days of our receipt of that
notice; or
- We determine to no longer have the senior notes represented by global
notes.
Neither MetLife nor the trustee will be liable for any delay by DTC, its
nominee or any Direct Participant or Indirect Participant in identifying the
beneficial owners of the related senior notes. MetLife and the trustee may
conclusively rely on, and will be protected in relying on, instructions from DTC
or its nominee for all purposes, including with respect to the registration and
delivery, and the respective principal amounts, of the senior notes to be
issued.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following summary describes certain material U.S. federal income tax
consequences of the acquisition, ownership and disposition of the senior notes
by beneficial owners of the senior notes. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), and Treasury regulations, rulings
and judicial decisions as of the date hereof, all of which are subject to
change, possibly on a retroactive basis. The discussion applies only to
beneficial owners that acquire the senior notes pursuant to the offering at the
initial offering price and who will hold the senior notes as capital assets
within the meaning of Section 1221 of the Code. This summary is for general
information only and does not address all aspects of U.S. federal income
taxation that may be relevant to holders of the senior notes in light of their
particular circumstances or to holders subject to special rules (such as
broker-dealers, banks or other financial institutions, insurance companies,
partnerships, tax-exempt organizations, persons that have a functional currency
other than the U.S. dollar, and persons who hold the senior notes as part of a
hedging or conversion transaction). This summary does not address the effects of
any state, local or non-U.S. tax laws. Prospective holders should consult their
tax advisors as to the particular tax consequences to them of acquiring, holding
and disposing of the senior notes.
For purposes of the following discussion, a "U.S. holder" means a
beneficial owner of a senior note that is for U.S. federal income tax purposes:
- an individual citizen or resident of the United States;
- a corporation (or other entity treated as a corporation for U.S. federal
income tax purposes) created or organized in or under the laws of the
United States, any State or the District of Columbia;
- an estate the income of which is subject to U.S. federal income taxation
regardless of its source; or
- a trust, if (a) a court within the United States is able to exercise
primary supervision over administration of the trust and one or more
United States persons have authority to control all substantial
decisions of the trust or (b) it has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a U.S. person.
For purposes of the following discussion, a "non-U.S. holder" means a
beneficial owner of a senior note that is a nonresident alien individual or a
corporation, estate or trust that is not a U.S. person for U.S. federal income
tax purposes.
U.S. HOLDERS
Qualified Reopening. Pursuant to U.S. Treasury regulations section
1.1275-2(k)(3): (i) the issuance of the senior notes due 2014 offered by this
Prospectus Supplement will be treated as a "qualified reopening" of the 5.50%
Senior Notes due 2014 issued on June 3, 2004 in an aggregate amount of
$200,000,000 (the "Original Notes Due 2014"); and (ii) the issuance of the
senior notes due 2034 offered by this Prospectus Supplement will be treated as a
"qualified reopening" of the 6.375% Senior Notes due 2034 issued on June 3, 2004
in an aggregate amount of $400,000,000 (the "Original Notes Due 2034").
Therefore, for purposes of the rules governing original issue discount: (i) the
senior notes due 2014 offered by this Prospectus Supplement will have the same
issue date, issue price and adjusted issue price as the Original Notes Due 2014;
and (ii) the senior notes due 2034 offered by this Prospectus Supplement will
have the same issue date, issue price and adjusted issue price as the Original
Notes Due 2034. U.S. holders who purchase the senior notes pursuant to this
offering at the initial offering price will have amortizable bond premium. See
"Certain U.S. Federal Income Tax Consequences -- U.S. Holders -- Amortizable
Bond Premium" below. The purchase price for the senior notes will also reflect
interest accrued from June 3, 2004 ("pre-issuance accrued interest") which will
be included in the accrued interest to be paid on the first interest payment
date on December 15, 2004. In accordance with U.S. Treasury regulations section
1.1273-2(m), for purposes of the rules governing original issue discount,
MetLife, Inc. will exclude the pre-issuance accrued interest from the issue
price of the senior notes. In
S-22
accordance with this treatment, U.S. holders must treat a corresponding portion
of the interest payable on the first interest payment date as a return of the
excluded pre-issuance accrued interest, rather than as an amount payable on the
senior notes.
Payments of Interest. Interest paid with respect to the senior notes will
generally be taxable to a U.S. holder as ordinary income at the time accrued or
received, in accordance with such U.S. holder's method of accounting for U.S.
federal income tax purposes.
Amortizable Bond Premium. A U.S. holder that purchases a senior note
(including a purchase at original issue) for an amount in excess of the sum of
all amounts payable on the senior note after the purchase date other than
qualified stated interest will be considered to have purchased the senior note
at a "premium." A U.S. holder generally may elect to amortize the premium over
the remaining term of the senior note on a constant yield method as an offset to
qualified stated interest otherwise includible in income under the U.S. holder's
regular accounting method. Special rules apply if the premium allocable to a
certain period exceeds the qualified stated interest for that period.
If a U.S. holder does not elect to amortize bond premium on a senior note,
the premium will decrease the gain or increase the loss otherwise recognized on
disposition of the senior note. The election to amortize premium on a constant
yield method, once made, applies to all debt obligations held or subsequently
acquired by the electing U.S. holder on or after the first day of the first
taxable year to which the election applies and may not be revoked without the
consent of the Internal Revenue Service.
Disposition of Senior Notes. Upon the sale, exchange, redemption,
retirement or other disposition of a senior note, a U.S. holder generally will
recognize taxable gain or loss equal to the difference between the amount
realized on the sale, exchange, redemption, retirement or other disposition
(except to the extent of accrued but unpaid interest, which will be taxable as
ordinary income) and such holder's adjusted tax basis in the senior notes. Any
such gain or loss will be capital gain or loss, and will be long-term capital
gain or loss if a U.S. holder has held the senior note for more than one year.
Long-term capital gains of noncorporate U.S. holders that are recognized before
January 1, 2009 are generally taxed at a maximum rate of 15%. The deductibility
of capital losses is subject to limitations.
NON-U.S. HOLDERS
Payments of Interest. A 30% U.S. federal withholding tax will not apply to
any payment of interest on a senior note to a non-U.S. holder if the interest
qualifies for the "portfolio interest exemption." This will be the case provided
that the non-U.S. holder:
- does not actually or constructively own 10% or more of the total
combined voting power of all classes of our stock that are entitled to
vote within the meaning of section 871(h)(3) of the Code;
- is not a controlled foreign corporation that is related to us through
stock ownership; and
- either (a) provides its name and address, and certifies, under penalties
of perjury, that it is not a United States person, which certification
may be made on an IRS W-8BEN or successor form, or (b) holds its senior
notes through various foreign intermediaries and satisfies the
certification requirements of applicable Treasury regulations.
Special certification and other rules apply to certain non-U.S. holders
that are entities rather than individuals, particularly entities treated as
partnerships for U.S. federal income tax purposes and certain other flowthrough
entities, and to non-U.S. holders acting as (or holding senior notes through)
intermediaries.
If the portfolio interest exemption does not apply, payments of interest
will be subject to the 30% U.S. federal withholding tax, unless the non-U.S.
holder provides us with a properly executed (1) IRS Form W-8BEN, or successor
form, claiming an exemption from or reduction in withholding under the benefit
of a tax treaty or (2) IRS Form W-8ECI, or successor form, stating that interest
paid on the senior note is not subject to withholding tax because it is
effectively connected with its conduct of a trade or business in the United
States.
S-23
If a non-U.S. holder is engaged in a trade or business in the United States
and interest on a senior note is effectively connected with the conduct of that
trade or business (and, if an income tax treaty applies, is attributable to a
U.S. permanent establishment maintained by the non-U.S. holder), such holder
(although exempt from the 30% withholding tax) will be subject to U.S. federal
income tax on that interest on a net income basis in the same manner as if the
holder were a United States person as defined under the Code. In addition, if
the holder is a foreign corporation, it may be subject to a branch profits tax
equal to 30% of its earnings and profits for the taxable year, subject to
adjustments, that are effectively connected with its conduct of a trade or
business in the United States. For this purpose, interest will be included in
earnings and profits. However, any branch profits tax that would otherwise apply
may not apply, or may apply at a reduced rate, under an applicable income tax
treaty that the United States may have with a country of which the non-U.S.
holder is "qualified resident."
Disposition of Senior Notes. The 30% U.S. federal withholding tax will not
apply to any gain that a non-U.S. holder realizes on the sale, exchange,
redemption, retirement or other disposition of a senior note.
Any gain realized on the disposition of a senior note by a non-U.S. holder
generally will not be subject to U.S. federal income tax unless (i) that gain is
effectively connected with the conduct of a trade or business in the United
States by the holder (and, if an income tax treaty applies, is attributable to a
U.S. permanent establishment maintained by the non-U.S. holder), or (ii) the
holder is an individual who is present in the United States for 183 days or more
in the taxable year of that disposition and other conditions are met. If (i)
applies and the non-U.S. holder is a corporation, such holder may be subject to
the branch profits tax referred to above, unless the holder qualifies for a
lower rate or an exemption from such branch profits tax under an applicable
income tax treaty.
U.S. FEDERAL ESTATE TAX
Senior notes will generally not be included in a non-U.S. holder's estate
for U.S. federal estate tax purposes unless such holder owns, either actually or
constructively, 10% or more of the total combined voting powers of all the
classes of our stock entitled to vote or, at the time of such holder's death,
payments with respect to the senior notes would have been effectively connected
to the conduct by such holder of a trade or business in the United States.
INFORMATION REPORTING AND BACKUP WITHHOLDING
U.S. Holders. In general, information reporting requirements will apply to
payments of principal and interest made on the senior notes to, and to the
proceeds of the sale of the senior notes within the United States by, certain
non-corporate U.S. holders of senior notes, and backup withholding at the
applicable rate will apply to these payments if the U.S. holder (i) fails to
provide an accurate taxpayer identification number in the manner required or
(ii) is notified by the Internal Revenue Service that it has failed to report
all interest and dividends required to be shown on its U.S. federal income tax
returns.
Any amount withheld under the backup withholding rules is allowable as a
credit against a holder's U.S. federal income tax liability, if any, and a
refund may be obtained if the amount withheld exceeds the holder's actual U.S.
federal income tax liability, provided the required information is furnished to
the Internal Revenue Service.
Non-U.S. Holders. In general, subject to the discussion above under
"Non-U.S. Holders -- Payments of Interest," a non-U.S. holder will not be
subject to backup withholding or information reporting with respect to payments
that we make to the non-U.S. holder, provided that we do not have actual
knowledge that the holder is a United States person and the holder has given us
the statement or provided the certifications described above under "Non-U.S.
Holders -- Payments of Interest."
In addition, subject to the discussion above under "Non-U.S.
Holders -- Disposition of Senior Notes," a non-U.S. holder will not be subject
to backup withholding or information reporting with respect to the proceeds of
the sale or other disposition of a senior note within the United States or
conducted
S-24
through certain U.S.-related financial intermediaries if the payor receives the
statements or certifications described above and does not have actual knowledge
that the holder is a United States person, as defined under the Code, or the
holder otherwise establishes an exemption.
Any amount withheld under the backup withholding rules is allowable as a
credit against a holder's U.S. federal income tax liability, if any, and a
refund may be obtained if the amount withheld exceeds the holder's actual U.S.
federal income tax liability, provided the required information is furnished to
the Internal Revenue Service.
INVESTORS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICABILITY OF
THE ABOVE TAX CONSEQUENCES TO THEIR PARTICULAR SITUATIONS, INCLUDING THE
NECESSITY OF SATISFYING VARIOUS CERTIFICATION REQUIREMENTS, AND CONCERNING THE
APPLICABILITY OF OTHER TAXES, SUCH AS ESTATE TAXES AND STATE AND LOCAL TAXES.
S-25
EUROPEAN UNION SAVINGS DIRECTIVE
On June 3, 2003, the European Union (the "EU") Council of Economic and
Finance Ministers adopted a new directive (Council Directive 2003/48/EC)
regarding the taxation of savings income. The directive is scheduled to be
applied by EU Member States from July 1, 2005, provided that certain non-EU
countries adopt similar measures from the same date. Under the directive, each
EU Member State will be required to provide to the tax authorities of another EU
Member State details of payments of interest or other similar income paid by a
person within its jurisdiction to an individual resident in that other EU Member
State; however, Austria, Belgium and Luxembourg may instead apply a withholding
system for a transitional period in relation to such payments, deducting tax at
rates rising over time to 35%. The transitional period is to commence on the
date from which the directive is to be applied by EU Member States and to
terminate at the end of the first fiscal year following agreement by certain
non-EU countries to the exchange of information relating to such payments.
INVESTORS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICABILITY OF
THE ABOVE TAX CONSEQUENCES TO THEIR PARTICULAR SITUATIONS AND CONCERNING THE
APPLICABILITY OF OTHER TAXES.
S-26
UNDERWRITING
Subject to the terms and conditions of the underwriting agreement and
pricing agreement dated the date of this prospectus supplement, we have agreed
to sell to each of the underwriters named below, severally, and each of the
underwriters has severally agreed to purchase, the principal amount of the
senior notes of each series set forth opposite its name below. Citigroup Global
Markets Inc. and Wachovia Capital Markets, LLC are representatives of the
underwriters.
<Table>
<Caption>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF 5.50% OF 6.375%
SENIOR NOTES SENIOR NOTES
UNDERWRITERS DUE 2014 DUE 2034
------------ ---------------- ----------------
Citigroup Global Markets Inc.......................... $ 67,500,000 $157,500,000
Wachovia Capital Markets, LLC......................... 67,500,000 157,500,000
Banc of America Securities LLC........................ 3,750,000 8,750,000
Deutsche Bank Securities Inc.......................... 3,750,000 8,750,000
HSBC Securities (USA) Inc............................. 3,750,000 8,750,000
Samuel A. Ramirez & Company Inc....................... 3,750,000 8,750,000
------------ ------------
Total.................................... $150,000,000 $350,000,000
============ ============
</Table>
Under the terms and conditions of the underwriting agreement, if the
underwriters take any of the senior notes of a series, then the underwriters are
obligated to take and pay for all of the senior notes of that series.
The senior notes of each series are a new issue of securities and will not
be listed on any national securities exchange. The underwriters have advised us
that they intend to make a market for the senior notes of each series, but they
have no obligation to do so and may discontinue market making at any time
without providing any notice. No assurance can be given as to the development or
liquidity of any trading market for the senior notes of either series. We
estimate that our expenses for this offering will be approximately $512,500. The
underwriters have agreed to reimburse us for certain of these expenses.
We have been advised by the underwriters that the underwriters propose
initially to offer some of the senior notes to the public at the public offering
price set forth on the cover page of this prospectus supplement and some of the
senior notes to certain dealers at the public offering price less concessions
not in excess of 0.225%, in the case of senior notes due 2014, and not in excess
of 0.438%, in the case of the senior notes due 2034. The underwriters may allow,
and these dealers may reallow, concessions not in excess of 0.113%, in the case
of senior notes due 2014, and not in excess of 0.219%, in the case of the senior
notes due 2034, of the principal amount of the senior notes on sales of the
senior notes to certain other dealers. After the initial offering of the senior
notes to the public, the representatives may change the public offering prices
and concessions.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments which the underwriters may be required to make in respect
of any such liabilities.
In connection with the offering of the senior notes, the representatives
may engage in transactions that stabilize, maintain or otherwise affect the
price of each series of senior notes. Specifically, the representatives may
overallot in connection with the offering of each series of senior notes,
creating a syndicate short position. In addition, the representatives may bid
for, and purchase, senior notes in the open market to cover syndicate short
positions or to stabilize the price of the senior notes. Finally, the
representatives may reclaim selling concessions allowed for distributing the
senior notes in the offering of the senior notes, if the representatives
repurchase previously distributed senior notes in syndicate covering
transactions, stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the senior notes above independent
market levels. The representatives are not required to engage in any of these
activities, may end any of them at any time, and must bring them to an end after
a limited period.
S-27
Certain underwriters will make securities available for distribution on the
Internet through a proprietary Web site and/or a third-party system operated by
MarketAxess Corporation, an Internet-based communications technology provider.
MarketAxess Corporation is providing the system as a conduit for communications
between such underwriters and their customers and is not a party to any
transactions. MarketAxess Corporation will not function as an underwriter or
agent of the issuer, nor will MarketAxess Corporation act as a broker for any
customer of such underwriters. MarketAxess Corporation, a registered
broker-dealer, will receive compensation from such underwriters based on
transactions the underwriter conducts through the system. Certain underwriters
will make securities available to their customers through the Internet
distributions, whether made through a proprietary or third party system, on the
same terms as distributions made through other channels.
In the ordinary course of their respective businesses, the underwriters and
their affiliates have engaged, and may in the future engage, in commercial
banking and/or investment banking transactions with us and our affiliates.
OFFERING RESTRICTIONS
The senior notes are offered for sale in those jurisdictions in the United
States, Europe, Asia and elsewhere where it is lawful to make such offers.
Each of the underwriters has severally represented and agreed that it has
not offered, sold or delivered and it will not offer, sell or deliver, directly
or indirectly, any of the senior notes, or distribute this prospectus supplement
or the accompanying prospectus or any other offering material relating to the
senior notes, in or from any jurisdiction except under circumstances that will
result in compliance with the applicable laws and regulations thereof and that
will not impose any obligations on us except as set forth in the underwriting
agreement and the applicable pricing agreement.
Each underwriter has severally represented and agreed specifically that:
(a) it has not offered or sold and, prior to the expiry of a period of six
months from the issue date of the senior notes, will not offer or sell any such
senior notes to persons in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (b) it has only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received
by it in connection with the issue or sale of any such senior notes in
circumstances in which section 21(1) of the FSMA does not apply to us; and (c)
it has complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to the senior notes in, from or
otherwise involving the United Kingdom.
LEGAL OPINIONS
The validity of the senior notes offered hereby will be passed upon for
MetLife, Inc. by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations. LeBoeuf, Lamb, Greene & MacRae,
L.L.P. also has acted as special tax counsel for MetLife, Inc. LeBoeuf, Lamb,
Greene & MacRae, L.L.P. maintains a disability policy with Metropolitan Life.
Skadden, Arps, Slate, Meagher & Flom LLP will pass upon certain legal matters
for the underwriters. Skadden, Arps, Slate, Meagher & Flom LLP has, from time to
time, represented, currently represents, and may continue to represent, us in
connection with various legal matters. Skadden, Arps, Slate, Meagher & Flom LLP
maintains a group life insurance policy and short- and long-term disability
insurance policies with Metropolitan Life. Helene L. Kaplan and Curtis H.
Barnette who are of counsel to Skadden, Arps, Slate, Meagher & Flom LLP, are
directors of MetLife, Inc. and Metropolitan Life, and serve as chair or members
of certain committees of the boards of directors of MetLife, Inc. and
Metropolitan Life.
S-28
PROSPECTUS
$5,043,750,000
METLIFE, INC.
DEBT SECURITIES, PREFERRED STOCK, DEPOSITARY SHARES, COMMON STOCK, WARRANTS,
PURCHASE CONTRACTS AND UNITS
METLIFE CAPITAL TRUST II
METLIFE CAPITAL TRUST III
TRUST PREFERRED SECURITIES
FULLY AND UNCONDITIONALLY GUARANTEED BY METLIFE, INC.,
AS SET FORTH HEREIN
MetLife, Inc., MetLife Capital Trust II and MetLife Capital Trust III will
provide the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and the accompanying prospectus
supplement carefully before you make your investment decision.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
MetLife, Inc., MetLife Capital Trust II and MetLife Capital Trust III may
offer securities through underwriting syndicates managed or co-managed by one or
more underwriters, through agents, or directly to purchasers. The prospectus
supplement for each offering of securities will describe in detail the plan of
distribution for that offering. For general information about the distribution
of securities offered, please see "Plan of Distribution" in this prospectus.
MetLife, Inc.'s common stock is listed on the New York Stock Exchange under
the trading symbol "MET". Unless otherwise stated in this prospectus or an
accompanying prospectus supplement, none of these securities will be listed on a
securities exchange, other than MetLife, Inc.'s common stock.
None of the Securities and Exchange Commission, any state securities
commission, the New York Superintendent of Insurance or any other regulatory
body has approved or disapproved of these securities or determined if this
prospectus or the accompanying prospectus supplement is truthful or complete.
They have not made, nor will they make, any determination as to whether anyone
should buy these securities. Any representation to the contrary is a criminal
offense.
The date of this prospectus is March 4, 2004
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
About This Prospectus....................................... 3
Where You Can Find More Information......................... 3
Special Note Regarding Forward-Looking Statements........... 4
MetLife, Inc. .............................................. 6
The Trusts.................................................. 6
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 8
Description of Securities................................... 8
Description of Debt Securities.............................. 8
Description of Capital Stock................................ 17
Description of Depositary Shares............................ 24
Description of Warrants..................................... 26
Description of Purchase Contracts........................... 27
Description of Units........................................ 29
Description of Trust Preferred Securities................... 29
Description of Guarantees................................... 31
Plan of Distribution........................................ 35
Legal Opinions.............................................. 36
Experts..................................................... 36
</Table>
2
ABOUT THIS PROSPECTUS
Unless otherwise stated or the context otherwise requires, references in
this prospectus to "MetLife," "we," "our," or "us" refer to MetLife, Inc.,
together with Metropolitan Life Insurance Company, and their respective direct
and indirect subsidiaries, while references to "MetLife, Inc." refer only to the
holding company on an unconsolidated basis. References in this prospectus to the
"trusts" refer to MetLife Capital Trust II and MetLife Capital Trust III.
This prospectus is part of a registration statement that MetLife, Inc.,
MetLife Capital Trust II and MetLife Capital Trust III filed with the U.S.
Securities and Exchange Commission (the "SEC") using a "shelf" registration
process. Under this shelf process, MetLife, Inc. may, from time to time, sell
any combination of debt securities, preferred stock, depositary shares, common
stock, warrants, purchase contracts and units and MetLife Capital Trust II and
MetLife Capital Trust III may, from time to time, sell trust preferred
securities guaranteed by MetLife, Inc., as described in this prospectus, in one
or more offerings up to a total dollar amount of $5,043,750,000 or the
equivalent thereof on the date of issuance in one or more foreign currencies,
foreign currency units or composite currencies. This prospectus provides you
with a general description of the securities MetLife, Inc. and the trusts may
offer. Each time that securities are sold, a prospectus supplement that will
contain specific information about the terms of that offering will be provided.
The prospectus supplement may also add, update or change information contained
in this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
You should rely on the information contained or incorporated by reference
in this prospectus. Neither MetLife, Inc. nor the trusts have authorized anyone
to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. Neither MetLife, Inc.
nor the trusts are making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted.
You should assume that the information in this prospectus is accurate as of
the date of the prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.
WHERE YOU CAN FIND MORE INFORMATION
MetLife, Inc. files reports, proxy statements and other information with
the SEC. These reports, proxy statements and other information, including the
registration statement of which this prospectus is a part, can be read and
copied at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. The SEC maintains an internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding companies that file electronically with the SEC,
including MetLife, Inc. MetLife, Inc.'s common stock is listed and traded on the
New York Stock Exchange. These reports, proxy statements and other information
can also be read at the offices of the New York Stock Exchange, 11 Wall Street,
New York, New York 10005.
The SEC allows "incorporation by reference" into this prospectus of
information that MetLife, Inc. files with the SEC. This permits MetLife, Inc. to
disclose important information to you by referencing these filed documents. Any
information referenced this way is considered part of this prospectus, and any
information filed with the SEC subsequent to the date of this prospectus will
automatically be deemed to update and supersede this information. Information
furnished under Item 9 and Item 12 of MetLife, Inc.'s Current Reports on Form
8-K is not incorporated by reference in this registration statement and
prospectus. MetLife, Inc. incorporates by reference the following documents
which have been filed with the SEC:
- Registration Statement on Form 8-A, dated March 31, 2000, relating to
registration of shares of MetLife, Inc.'s common stock and Registration
Statement on Form 8-A, dated March 31, 2000,
3
relating to registration of MetLife, Inc.'s Series A Junior
Participating Preferred Stock purchase rights;
- Annual Report on Form 10-K for the year ended December 31, 2002;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003,
June 30, 2003 and September 30, 2003; and
- Current Reports on Form 8-K filed January 14, 2003, February 3, 2003,
February 10, 2003, February 19, 2003, November 17, 2003, November 21,
2003, November 24, 2003, December 8, 2003, December 15, 2003, February
19, 2004 and February 27, 2004.
MetLife, Inc. incorporates by reference the documents listed above and any
future filings made with the SEC in accordance with Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until MetLife, Inc., MetLife
Capital Trust II and MetLife Capital Trust III file a post-effective amendment
which indicates the termination of the offering of the securities made by this
prospectus.
MetLife, Inc. will provide without charge upon written or oral request, a
copy of any or all of the documents which are incorporated by reference into
this prospectus, other than exhibits to those documents, unless those exhibits
are specifically incorporated by reference into those documents. Requests should
be directed to Investor Relations, MetLife, Inc., One Madison Avenue, New York,
New York 10010-3690 by electronic mail (metir@metlife.com) or by telephone
(212-578-2211). You may also obtain some of the documents incorporated by
reference into this document at MetLife's website, www.metlife.com. You should
be aware that all other information contained on MetLife's website is not a part
of this document.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the accompanying prospectus supplement may contain or
incorporate by reference information that includes or is based upon
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements give expectations or
forecasts of future events. You can identify these statements by the fact that
they do not relate strictly to historical or current facts. They use words such
as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe,"
and other words and terms of similar meaning in connection with a discussion of
future operating or financial performance. In particular, these include
statements relating to future actions, prospective services or products, future
performance or results of current and anticipated services or products, sales
efforts, expenses, the outcome of contingencies such as legal proceedings,
trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong. They can be
affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Many such factors will be important in determining MetLife's
actual future results. These statements are based on current expectations and
the current economic environment. They involve a number of risks and
uncertainties that are difficult to predict. These statements are not guarantees
of future performance, and there are no guarantees about the performance of any
securities offered by this prospectus. Actual results could differ materially
from those expressed or implied in the forward-looking statements. Among factors
that could cause actual results to differ materially are:
- changes in general economic conditions, including the performance of
financial markets and interest rates;
- heightened competition, including with respect to pricing, entry of new
competitors and the development of new products by new and existing
competitors;
- unanticipated changes in industry trends;
4
- MetLife, Inc.'s primary reliance, as a holding company, on dividends
from its subsidiaries to meet debt payment obligations and the
applicable regulatory restrictions on the ability of the subsidiaries to
pay such dividends;
- deterioration in the experience of the "closed block" established in
connection with the reorganization of Metropolitan Life Insurance
Company;
- catastrophe losses;
- adverse results or other consequences from litigation, arbitration or
regulatory investigations;
- regulatory, accounting or tax changes that may affect the cost of, or
demand for, our products or services;
- downgrades in our and our affiliates' claims paying ability, financial
strength or credit ratings;
- changes in rating agency policies or practices;
- discrepancies between actual claims experience and assumptions used in
setting prices for our products and establishing the liabilities for our
obligations for future policy benefits and claims;
- discrepancies between actual experience and assumptions used in
establishing liabilities related to other contingencies or obligations;
- the effects of business disruption or economic contraction due to
terrorism or other hostilities;
- our ability to identify and consummate on successful terms any future
acquisitions, and to successfully integrate acquired businesses with
minimal disruption;
- other risks and uncertainties described from time to time in MetLife,
Inc.'s or the trusts' filings with the SEC;
- the risk factors or uncertainties set forth herein or listed from time
to time in prospectus supplements or any document incorporated by
reference herein; and
- other risks and uncertainties that have not been identified at this
time.
Neither MetLife, Inc. nor the trusts undertake any obligation to publicly
correct or update any forward-looking statement if MetLife, Inc. or the trusts
later become aware that it is not likely to be achieved. You are advised,
however, to consult any further disclosures MetLife, Inc. or the trusts make on
related subjects in reports to the SEC.
5
METLIFE, INC.
We are a leading provider of insurance and other financial services to a
broad spectrum of individual and institutional customers. We offer life
insurance, annuities, automobile and homeowners insurance and mutual funds to
individuals, as well as group insurance, reinsurance, and retirement and savings
products and services to corporations and other institutions. We serve
approximately 12 million individuals in the United States and provide benefits
to 37 million employees and family members through their plan sponsors.
We distribute our products and services nationwide through multiple
channels, with the primary distribution systems being our core career agency
system, our general agency distribution systems, our regional sales forces, our
dedicated sales forces, financial intermediaries, independent agents and product
specialists. We operate in the international markets that we serve through
subsidiaries and joint ventures. Our international segment focuses on the
Asia/Pacific region and Latin America and currently has insurance operations in
10 countries serving approximately 8 million customers.
MetLife, Inc. is incorporated under the laws of the State of Delaware.
MetLife, Inc.'s principal executive offices are located at One Madison Avenue,
New York, New York 10010-3690 and its telephone number is (212) 578-2211.
THE TRUSTS
MetLife Capital Trust II and MetLife Capital Trust III are statutory trusts
formed on May 17, 2001 under Delaware law pursuant to declarations of trust
between the trustees named therein and MetLife, Inc. and the filing of
certificates of trust with the Secretary of State of the State of Delaware.
MetLife, Inc., as sponsor of the trusts, and the trustees named in the
declarations of trust will amend and restate the declarations of trust in their
entirety substantially in the forms which are incorporated by reference as
exhibits to the registration statement of which this prospectus forms a part, as
of or prior to the date the trusts issue any trust preferred securities. The
declarations of trust will be qualified as indentures under the Trust Indenture
Act of 1939.
The trusts exist for the exclusive purposes of:
- issuing preferred securities offered by this prospectus and common
securities to MetLife, Inc.;
- investing the gross proceeds of the preferred securities and common
securities in related series of debt securities, which may be senior or
subordinated, issued by MetLife, Inc.; and
- engaging in only those other activities which are necessary,
appropriate, convenient or incidental to the purposes set forth above.
The payment of periodic cash distributions on the trust preferred
securities and payments on liquidation and redemption with respect to the trust
preferred securities, in each case to the extent the trusts have funds legally
and immediately available, will be guaranteed by MetLife, Inc. to the extent set
forth under "Description of Guarantees."
MetLife, Inc. will own, directly or indirectly, all of the common
securities of the trusts. The common securities will represent an aggregate
liquidation amount equal to at least 3% of each trust's total capitalization.
The preferred securities of each trust will represent the remaining 97% of each
trust's total capitalization. The common securities will have terms
substantially identical to, and will rank equal in priority of payment with, the
preferred securities. However, if MetLife, Inc. defaults on the related series
of debt securities, then cash distributions and liquidation, redemption and
other amounts payable on the common securities will be subordinate to the trust
preferred securities in priority of payment.
The trusts each have a term of approximately 55 years, but may dissolve
earlier as provided in their respective declarations of trust. The trusts'
business and affairs will be conducted by the trustees appointed by MetLife,
Inc., as the direct or indirect holder of all of the common securities. The
holder of the common securities of each trust will be entitled to appoint,
remove or replace any of, or increase or reduce
6
the number of, the trustees of the trust. However, the number of trustees shall
be at least two, at least one of which shall be an administrative trustee. The
duties and obligations of the trustees will be governed by the declaration of
trust for each trust. A majority of the trustees of each trust will be persons
who are employees or officers of or affiliated with MetLife, Inc. One trustee of
each trust will be a financial institution which will be unaffiliated with
MetLife, Inc. and which will act as property trustee and as indenture trustee
for purposes of the Trust Indenture Act of 1939, pursuant to the terms set forth
in a prospectus supplement. In addition, unless the property trustee maintains a
principal place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, one trustee of each trust will have its
principal place of business or reside in the State of Delaware.
The property trustee will hold title to the debt securities for the benefit
of the holders of the trust securities and the property trustee will have the
power to exercise all rights, powers and privileges under the indenture as the
holder of the debt securities. In addition, the property trustee will maintain
exclusive control of a segregated non-interest bearing bank account to hold all
payments made in respect of the debt securities for the benefit of the holders
of the trust securities. The property trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the trust securities out of funds from this property account.
The rights of the holders of the trust preferred securities, including
economic rights, rights to information and voting rights, are provided in the
declarations of trust of MetLife Capital Trust II and MetLife Capital Trust III,
including any amendments thereto, the trust preferred securities, the Delaware
Statutory Trust Act and the Trust Indenture Act.
MetLife, Inc. will pay all fees and expenses related to the trusts and the
offering of trust preferred securities. The principal offices of each trust is:
c/o Chase Manhattan Bank USA, National Association, 500 Stanton Christiana Road,
3rd Floor/OPS4, Newark, Delaware 19713, Attention: Institutional Trust Services.
The telephone number of each trust is: (302) 552-6279.
For financial reporting purposes,
- the trusts will be treated as MetLife, Inc.'s subsidiaries; and
- the accounts of the trusts will be included in MetLife, Inc.'s
consolidated financial statements.
The financial statements of the trusts will be consolidated in MetLife,
Inc.'s consolidated financial statements, with the trust preferred securities
shown on MetLife, Inc.'s consolidated balance sheets. The notes to MetLife,
Inc.'s consolidated financial statements will disclose that the sole assets of
the trusts will be the debt securities issued by MetLife, Inc. to the trusts.
Distributions on the trust preferred securities will be reported as a charge to
minority interest, which is included in Other Expenses in MetLife, Inc.'s
consolidated statements of income, whether paid or accrued.
Please read the prospectus supplement relating to the trust preferred
securities for further information concerning the trusts and the trust preferred
securities.
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, we intend to use the
proceeds of any securities sold for general corporate purposes. The trusts will
use all of the proceeds they receive from the sale of trust preferred securities
to purchase debt securities issued by MetLife, Inc.
7
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges.
<Table>
<Caption>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------- --------------------------------
2003 2002 2002 2001 2000 1999 1998
----- ----- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges(1).......... 1.78 1.59 1.54 1.15 1.34 1.33 1.61
</Table>
- ---------------
(1) For purposes of this computation, earnings are defined as income from
continuing operations before provision for income taxes excluding
undistributed income and losses from equity method investments, minority
interest and fixed charges. Fixed charges are the sum of interest and debt
issue costs, interest credited to policyholder account balances, interest on
bank deposits and an estimated interest component of rent expense. As of the
date of this prospectus, there is no preferred stock outstanding and
accordingly, the ratio of earnings to fixed charges and preferred stock
dividends is equal to the ratio of earnings to fixed charges and is not
disclosed separately.
DESCRIPTION OF SECURITIES
This prospectus contains summary descriptions of the debt securities,
preferred stock, depositary shares, common stock, warrants, purchase contracts
and units that MetLife, Inc. may sell from time to time, and the trust preferred
securities guaranteed by MetLife, Inc. that MetLife Capital Trust II and MetLife
Capital Trust III may sell from time to time. These summary descriptions are not
meant to be complete descriptions of each security. However, this prospectus and
the accompanying prospectus supplement contain the material terms of the
securities being offered.
DESCRIPTION OF DEBT SECURITIES
As used in this prospectus, debt securities means the debentures, notes,
bonds and other evidences of indebtedness that MetLife, Inc. may issue from time
to time. The debt securities will either be senior debt securities or
subordinated debt securities. Unless the applicable prospectus supplement states
otherwise, senior debt securities will be issued under the Senior Indenture
dated as of November 9, 2001 between us and Bank One Trust Company, N.A.
(predecessor to J.P. Morgan Trust Company, National Association) (the "Senior
Indenture") and subordinated debt securities will be issued under a
"Subordinated Indenture" to be entered into with J.P. Morgan Trust Company,
National Association. This prospectus sometimes refers to the Senior Indenture
and the Subordinated Indenture collectively as the "Indentures".
The Senior Indenture and form of Subordinated Indenture are incorporated by
reference as exhibits to the registration statement of which this prospectus
forms a part. The statements and descriptions in this prospectus or in any
prospectus supplement regarding provisions of the Indentures and debt securities
are summaries thereof, do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
Indentures and the debt securities, including the definitions therein of certain
terms.
GENERAL
The debt securities will be direct unsecured obligations of MetLife, Inc.
The senior debt securities will rank equally with all of MetLife, Inc.'s other
senior and unsubordinated debt. The subordinated debt securities will be
subordinate and junior in right of payment to all of MetLife, Inc.'s present and
future senior indebtedness.
Because MetLife, Inc. is principally a holding company, its right to
participate in any distribution of assets of any subsidiary, including
Metropolitan Life Insurance Company, upon the subsidiary's liquidation or
reorganization or otherwise, is subject to the prior claims of creditors of the
subsidiary, except to the extent MetLife, Inc. may be recognized as a creditor
of that subsidiary. Accordingly, MetLife, Inc.'s
8
obligations under the debt securities will be effectively subordinated to all
existing and future indebtedness and liabilities of its subsidiaries, including
liabilities under contracts of insurance and annuities written by MetLife,
Inc.'s insurance subsidiaries, and holders of debt securities should look only
to MetLife, Inc.'s assets for payment thereunder.
The Indentures do not limit the aggregate principal amount of debt
securities that MetLife, Inc. may issue and provide that MetLife, Inc. may issue
debt securities from time to time in one or more series, in each case with the
same or various maturities, at par or at a discount. MetLife, Inc. may issue
additional debt securities of a particular series without the consent of the
holders of the debt securities of such series outstanding at the time of the
issuance. Any such additional debt securities, together with all other
outstanding debt securities of that series, will constitute a single series of
debt securities under the applicable Indenture. The Indentures also do not limit
our ability to incur other debt.
Each prospectus supplement will describe the terms relating to the specific
series of debt securities being offered. These terms will include some or all of
the following:
- the title of debt securities and whether they are subordinated debt
securities or senior debt securities;
- any limit on the aggregate principal amount of the debt securities;
- the price or prices at which MetLife, Inc. will sell the debt
securities;
- the maturity date or dates of the debt securities;
- the rate or rates of interest, if any, which may be fixed or variable,
per annum at which the debt securities will bear interest, or the method
of determining such rate or rates, if any;
- the date or dates from which any interest will accrue, the dates on
which interest will be payable, or the method by which such date or
dates will be determined;
- the right, if any, to extend the interest payment periods and the
duration of any such deferral period, including the maximum consecutive
period during which interest payment periods may be extended;
- whether the amount of payments of principal of (and premium, if any) or
interest on the debt securities may be determined with reference to any
index, formula or other method, such as one or more currencies,
commodities, equity indices or other indices, and the manner of
determining the amount of such payments;
- the dates on which MetLife, Inc. will pay interest on the debt
securities and the regular record date for determining who is entitled
to the interest payable on any interest payment date;
- the place or places where the principal of (and premium, if any) and
interest on the debt securities will be payable;
- if MetLife, Inc. possesses the option to do so, the periods within which
and the prices at which MetLife, Inc. may redeem the debt securities, in
whole or in part, pursuant to optional redemption provisions, and the
other terms and conditions of any such provisions;
- MetLife, Inc.'s obligation, if any, to redeem, repay or purchase debt
securities by making periodic payments to a sinking fund or through an
analogous provision or at the option of holders of the debt securities,
and the period or periods within which and the price or prices at which
MetLife, Inc. will redeem, repay or purchase the debt securities, in
whole or in part, pursuant to such obligation, and the other terms and
conditions of such obligation;
- the denominations in which the debt securities will be issued, if other
than denominations of $1,000 and integral multiples of $1,000;
9
- the portion, or methods of determining the portion, of the principal
amount of the debt securities which MetLife, Inc. must pay upon the
acceleration of the maturity of the debt securities in connection with
an Event of Default (as described below), if other than the full
principal amount;
- the currency, currencies or currency unit in which MetLife, Inc. will
pay the principal of (and premium, if any) or interest, if any, on the
debt securities, if not United States dollars and the manner of
determining the equivalent thereof in United States dollars;
- provisions, if any, granting special rights to holders of the debt
securities upon the occurrence of specified events;
- any deletions from, modifications of or additions to the Events of
Default or MetLife, Inc.'s covenants with respect to the applicable
series of debt securities, and whether or not such Events of Default or
covenants are consistent with those contained in the applicable
Indenture;
- the application, if any, of the terms of the Indenture relating to
defeasance and covenant defeasance (which terms are described below) to
the debt securities;
- whether the subordination provisions summarized below or different
subordination provisions will apply to the debt securities;
- the terms, if any, upon which the holders may convert or exchange such
debt securities into or for MetLife, Inc.'s common stock or other
securities or property, including conversion price and conversion
period;
- whether any of the debt securities will be issued in global form and, if
so, the terms and conditions upon which global debt securities may be
exchanged for certificated debt securities;
- any change in the right of the trustee or the requisite holders of debt
securities to declare the principal amount thereof due and payable
because of an Event of Default;
- the depositary for global or certificated debt securities;
- any special tax implications of the debt securities;
- any trustees, authenticating or paying agents, transfer agents or
registrars or other agents with respect to the debt securities; and
- any other terms of the debt securities not inconsistent with the
provisions of the Indentures, as amended or supplemented.
Unless otherwise specified in the applicable prospectus supplement, the
debt securities will not be listed on any securities exchange.
Unless otherwise specified in the applicable prospectus supplement, the
debt securities will be issued in fully registered form without coupons.
Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. The applicable prospectus supplement will
describe the federal income tax consequences and special considerations
applicable to any such debt securities. The debt securities may also be issued
as indexed securities or securities denominated in foreign currencies or
currency units, as described in more detail in the prospectus supplement
relating to any of the particular debt securities. The prospectus supplement
relating to specific debt securities will also describe any special
considerations and certain additional tax considerations applicable to such debt
securities.
SUBORDINATION
The prospectus supplement relating to any offering of subordinated debt
securities will describe the specific subordination provisions. However, unless
otherwise noted in the prospectus supplement,
10
subordinated debt securities will be subordinate and junior in right of payment
to all of MetLife, Inc.'s Senior Indebtedness.
Under the Subordinated Indenture, "Senior Indebtedness" means all amounts
due on obligations in connection with any of the following, whether outstanding
at the date of execution of the Subordinated Indenture or thereafter incurred or
created:
- the principal of (and premium, if any) and interest in respect of
indebtedness of MetLife, Inc. for borrowed money and indebtedness
evidenced by securities, debentures, bonds or other similar instruments
issued by MetLife, Inc.;
- all capital lease obligations of MetLife, Inc.;
- all obligations of MetLife, Inc. issued or assumed as the deferred
purchase price of property, all conditional sale obligations of MetLife,
Inc. and all obligations of MetLife, Inc. under any title retention
agreement (but excluding trade accounts payable in the ordinary course
of business);
- all obligations of MetLife, Inc. for the reimbursement on any letter of
credit, banker's acceptance, security purchase facility or similar
credit transaction;
- all obligations of MetLife, Inc. in respect of interest rate swap, cap
or other agreements, interest rate future or options contracts, currency
swap agreements, currency future or option contracts and other similar
agreements;
- all obligations of the types referred to above of other persons for the
payment of which MetLife, Inc. is responsible or liable as obligor,
guarantor or otherwise; and
- all obligations of the types referred to above of other persons secured
by any lien on any property or asset of MetLife, Inc. whether or not
such obligation is assumed by MetLife, Inc.
Senior Indebtedness does not include:
- indebtedness or monetary obligations to trade creditors created or
assumed by MetLife, Inc. in the ordinary course of business in
connection with the obtaining of materials or services;
- indebtedness that is by its terms subordinated to or ranks equal with
the subordinated debt securities; and
- any indebtedness of MetLife, Inc. to its affiliates (including all debt
securities and guarantees in respect of those debt securities issued to
any trust, partnership or other entity affiliated with MetLife, Inc.
that is a financing vehicle of MetLife, Inc. in connection with the
issuance by such financing entity of preferred securities or other
securities guaranteed by MetLife, Inc.) unless otherwise expressly
provided in the terms of any such indebtedness.
At September 30, 2003, Senior Indebtedness aggregated approximately $3.3
billion. In addition, in November 2003, MetLife, Inc. issued $700 million of
Senior Notes. The amount of Senior Indebtedness which MetLife, Inc. may issue is
subject to limitations imposed by its board of directors.
Senior Indebtedness shall continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.
Unless otherwise noted in the accompanying prospectus supplement, if
MetLife, Inc. defaults in the payment of any principal of (or premium, if any)
or interest on any Senior Indebtedness when it becomes due and payable, whether
at maturity or at a date fixed for prepayment or by declaration or otherwise,
then, unless and until such default is cured or waived or ceases to exist,
MetLife, Inc. will make no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) in respect of the principal of or interest
on the subordinated debt securities or in respect of any redemption, retirement,
purchase or other requisition of any of the subordinated debt securities.
11
In the event of the acceleration of the maturity of any subordinated debt
securities, the holders of all senior debt securities outstanding at the time of
such acceleration will first be entitled to receive payment in full of all
amounts due on the senior debt securities before the holders of the subordinated
debt securities will be entitled to receive any payment of principal (and
premium, if any) or interest on the subordinated debt securities.
If any of the following events occurs, MetLife, Inc. will pay in full all
Senior Indebtedness before it makes any payment or distribution under the
subordinated debt securities, whether in cash, securities or other property, to
any holder of subordinated debt securities:
- any dissolution or winding-up or liquidation or reorganization of
MetLife, Inc., whether voluntary or involuntary or in bankruptcy,
insolvency or receivership;
- any general assignment by MetLife, Inc. for the benefit of creditors; or
- any other marshaling of MetLife, Inc.'s assets or liabilities.
In such event, any payment or distribution under the subordinated debt
securities, whether in cash, securities or other property, which would otherwise
(but for the subordination provisions) be payable or deliverable in respect of
the subordinated debt securities, will be paid or delivered directly to the
holders of Senior Indebtedness in accordance with the priorities then existing
among such holders until all Senior Indebtedness has been paid in full. If any
payment or distribution under the subordinated debt securities is received by
the trustee of any subordinated debt securities in contravention of any of the
terms of the Subordinated Indenture and before all the Senior Indebtedness has
been paid in full, such payment or distribution or security will be received in
trust for the benefit of, and paid over or delivered and transferred to, the
holders of the Senior Indebtedness at the time outstanding in accordance with
the priorities then existing among such holders for application to the payment
of all Senior Indebtedness remaining unpaid to the extent necessary to pay all
such Senior Indebtedness in full.
The Subordinated Indenture does not limit the issuance of additional Senior
Indebtedness.
If debt securities are issued to a trust in connection with the issuance of
trust preferred securities, such debt securities may thereafter be distributed
pro rata to the holders of such trust securities in connection with the
dissolution of such trust upon the occurrence of certain events described in the
applicable prospectus supplement.
RESTRICTIVE COVENANTS
Unless an accompanying prospectus supplement states otherwise, the
following restrictive covenants shall apply to each series of senior debt
securities:
Limitation on Liens. So long as any senior debt securities are
outstanding, neither MetLife, Inc. nor any of its subsidiaries will create,
assume, incur or guarantee any debt which is secured by any mortgage, pledge,
lien, security interest or other encumbrance on any capital stock of:
- Metropolitan Life Insurance Company;
- any successor to substantially all of the business of Metropolitan Life
Insurance Company which is also a subsidiary of MetLife, Inc.; or
- any corporation (other than MetLife, Inc.) having direct or indirect
control of Metropolitan Life Insurance Company or any such successor.
However, this restriction will not apply if the debt securities then outstanding
are secured at least equally and ratably with the otherwise prohibited secured
debt so long as it is outstanding.
Limitations on Dispositions of Stock of Certain Subsidiaries. So long as
any senior debt securities are outstanding and subject to the provisions of the
Senior Indenture regarding mergers, consolidations and
12
sales of assets, neither MetLife, Inc. nor any of its subsidiaries will sell or
otherwise dispose of any shares of capital stock (other than preferred stock
having no voting rights of any kind) of:
- Metropolitan Life Insurance Company;
- any successor to substantially all of the business of Metropolitan Life
Insurance Company which is also a subsidiary of MetLife, Inc.; or
- any corporation (other than MetLife, Inc.) having direct or indirect
control of Metropolitan Life Insurance Company or any such successor;
Except for, in each case:
- a sale or other disposition of any of such stock to a wholly-owned
subsidiary of MetLife, Inc. or of such subsidiary;
- a sale or other disposition of all of such stock for at least fair value
(as determined by MetLife, Inc.'s board of directors acting in good
faith); or
- a sale or other disposition required to comply with an order of a court
or regulatory authority of competent jurisdiction, other than an order
issued at MetLife, Inc.'s request or the request of any of MetLife,
Inc.'s subsidiaries.
CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS
MetLife, Inc. may not (i) merge with or into or consolidate with another
corporation or sell, assign, transfer, lease or convey all or substantially all
of its properties and assets to, any other corporation other than a direct or
indirect wholly-owned subsidiary of MetLife, Inc., and (ii) no corporation may
merge with or into or consolidate with MetLife, Inc. or, except for any direct
or indirect wholly-owned subsidiary of MetLife, Inc., sell, assign, transfer,
lease or convey all or substantially all of its properties and assets to
MetLife, Inc., unless:
- MetLife, Inc. is the surviving corporation or the corporation formed by
or surviving such merger or consolidation or to which such sale,
assignment, transfer, lease or conveyance has been made, if other than
MetLife, Inc., has expressly assumed by supplemental indenture all the
obligations of MetLife, Inc. under the debt securities, the Indentures,
and any guarantees of preferred securities or common securities issued
by the trusts;
- immediately after giving effect to such transaction, no default or Event
of Default has occurred and is continuing;
- if at the time any preferred securities of the trusts are outstanding,
such transaction is not prohibited under the applicable declaration of
trust and the applicable preferred securities guarantee of each trust;
and
- MetLife, Inc. delivers to the trustee an officers' certificate and an
opinion of counsel, each stating that the supplemental indenture
complies with the applicable Indenture.
EVENTS OF DEFAULT, NOTICE AND WAIVER
Unless an accompanying prospectus supplement states otherwise, the
following shall constitute "Events of Default" under the Indentures with respect
to each series of debt securities:
- MetLife, Inc.'s failure to pay any interest on any debt security of such
series when due and payable, continued for 30 days;
- MetLife, Inc.'s failure to pay principal (or premium, if any) on any
debt security of such series when due, regardless of whether such
payment became due because of maturity, redemption, acceleration or
otherwise, or is required by any sinking fund established with respect
to such series;
13
- MetLife, Inc.'s failure to observe or perform any other of its covenants
or agreements with respect to such debt securities for 90 days after
MetLife, Inc. receives notice of such failure;
- certain defaults with respect to MetLife, Inc.'s debt which results in a
principal amount in excess of $100,000,000 becoming or being declared
due and payable prior to the date on which it would otherwise have
become due and payable (other than the debt securities or non-recourse
debt);
- certain events of bankruptcy, insolvency or reorganization of MetLife,
Inc.; and
- certain events of dissolution or winding-up of the trusts in the event
that debt securities are issued to the trusts or a trustee of the trusts
in connection with the issuance of securities by the trusts.
If an Event of Default with respect to any debt securities of any series
outstanding under either of the Indentures shall occur and be continuing, the
trustee under such Indenture or the holders of at least 25% in aggregate
principal amount of the debt securities of that series outstanding may declare,
by notice as provided in the applicable Indenture, the principal amount (or such
lesser amount as may be provided for in the debt securities of that series) of
all the debt securities of that series outstanding to be due and payable
immediately; provided that, in the case of an Event of Default involving certain
events in bankruptcy, insolvency or reorganization, acceleration is automatic;
and, provided further, that after such acceleration, but before a judgment or
decree based on acceleration, the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series may, under certain
circumstances, rescind and annul such acceleration if all Events of Default,
other than the nonpayment of accelerated principal, have been cured or waived.
Upon the acceleration of the maturity of original issue discount securities, an
amount less than the principal amount thereof will become due and payable.
Reference is made to the prospectus supplement relating to any original issue
discount securities for the particular provisions relating to acceleration of
maturity thereof.
Any past default under either Indenture with respect to debt securities of
any series, and any Event of Default arising therefrom, may be waived by the
holders of a majority in principal amount of all debt securities of such series
outstanding under such Indenture, except in the case of (i) default in the
payment of the principal of (or premium, if any) or interest on any debt
securities of such series or (ii) default in respect of a covenant or provision
which may not be amended or modified without the consent of the holder of each
outstanding debt security of such series affected.
The trustee is required, within 90 days after the occurrence of a default
(which is known to the trustee and is continuing), with respect to the debt
securities of any series (without regard to any grace period or notice
requirements), to give to the holders of the debt securities of such series
notice of such default; provided, however, that, except in the case of a default
in the payment of the principal of (and premium, if any) or interest, or in the
payment of any sinking fund installment, on any debt securities of such series,
the trustee shall be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interests of the
holders of the debt securities of such series.
The trustee, subject to its duties during default to act with the required
standard of care, may require indemnification by the holders of the debt
securities of any series with respect to which a default has occurred before
proceeding to exercise any right or power under the Indentures at the request of
the holders of the debt securities of such series. Subject to such right of
indemnification and to certain other limitations, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series
under either Indenture may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
power conferred on the trustee with respect to the debt securities of such
series.
No holder of a debt security of any series may institute any action against
MetLife, Inc. under either of the Indentures (except actions for payment of
overdue principal of (and premium, if any) or interest on such debt security or
for the conversion or exchange of such debt security in accordance with its
terms) unless (i) the holder has given to the trustee written notice of an Event
of Default and of the continuance thereof with respect to the debt securities of
such series specifying an Event of Default, as required under the applicable
Indenture, (ii) the holders of at least 25% in aggregate principal amount of the
debt
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securities of that series then outstanding under such Indenture shall have
requested the trustee to institute such action and offered to the trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request, and (iii) the trustee shall not have instituted
such action within 60 days of such request.
MetLife, Inc. is required to furnish annually to the trustee statements as
to MetLife, Inc.'s compliance with all conditions and covenants under each
Indenture.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the applicable prospectus supplement, MetLife, Inc. may
discharge or defease its obligations under each Indenture as set forth below.
MetLife, Inc. may discharge certain obligations to holders of any series of
debt securities issued under either the Senior Indenture or the Subordinated
Indenture which have not already been delivered to the trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the trustee cash or, in the case of debt securities
payable only in U.S. dollars, U.S. government obligations (as defined in either
Indenture), as trust funds in an amount certified to be sufficient to pay when
due, whether at maturity, upon redemption or otherwise, the principal of (and
premium, if any) and interest on such debt securities.
If indicated in the applicable prospectus supplement, MetLife, Inc. may
elect either (i) to defease and be discharged from any and all obligations with
respect to the debt securities of or within any series (except as otherwise
provided in the relevant Indenture) ("defeasance") or (ii) to be released from
its obligations with respect to certain covenants applicable to the debt
securities of or within any series ("covenant defeasance"), upon the deposit
with the relevant Indenture trustee, in trust for such purpose, of money and/or
government obligations which through the payment of principal and interest in
accordance with their terms will provide money in an amount sufficient, without
reinvestment, to pay the principal of (and premium, if any) or interest on such
debt securities to maturity or redemption, as the case may be, and any mandatory
sinking fund or analogous payments thereon. As a condition to defeasance or
covenant defeasance, MetLife, Inc. must deliver to the trustee an opinion of
counsel to the effect that the holders of such debt securities will not
recognize income, gain or loss for federal income tax purposes as a result of
such defeasance or covenant defeasance and will be subject to federal income tax
on the same amounts and in the same manner and at the same times as would have
been the case if such defeasance or covenant defeasance had not occurred. Such
opinion of counsel, in the case of defeasance under clause (i) above, must refer
to and be based upon a ruling of the Internal Revenue Service or a change in
applicable federal income tax law occurring after the date of the relevant
Indenture. In addition, in the case of either defeasance or covenant defeasance,
MetLife, Inc. shall have delivered to the trustee (i) an officers' certificate
to the effect that the relevant debt securities exchange(s) have informed it
that neither such debt securities nor any other debt securities of the same
series, if then listed on any securities exchange, will be delisted as a result
of such deposit, and (ii) an officers' certificate and an opinion of counsel,
each stating that all conditions precedent with respect to such defeasance or
covenant defeasance have been complied with.
MetLife, Inc. may exercise its defeasance option with respect to such debt
securities notwithstanding its prior exercise of its covenant defeasance option.
MODIFICATION AND WAIVER
Under the Indentures, MetLife, Inc. and the applicable trustee may
supplement the Indentures for certain purposes which would not materially
adversely affect the interests or rights of the holders of debt securities of a
series without the consent of those holders. MetLife, Inc. and the applicable
trustee may also modify the Indentures or any supplemental indenture in a manner
that affects the interests or rights of the holders of debt securities with the
consent of the holders of a least a majority in aggregate principal amount of
the outstanding debt securities of each affected series issued under the
Indenture. However, the
15
Indentures require the consent of each holder of debt securities that would be
affected by any modification which would:
- extend the fixed maturity of any debt securities of any series, or
reduce the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, or reduce any premium payable upon
the redemption thereof;
- reduce the amount of principal of an original issue discount debt
security or any other debt security payable upon acceleration of the
maturity thereof;
- change the currency in which any debt security or any premium or
interest is payable;
- impair the right to enforce any payment on or with respect to any debt
security;
- adversely change the right to convert or exchange, including decreasing
the conversion rate or increasing the conversion price of, any debt
security (if applicable);
- reduce the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the Indentures or for waiver of compliance with certain
provisions of the Indentures or for waiver of certain defaults;
- reduce the requirements contained in the Indentures for quorum or
voting; or
- modify any of the above provisions.
If debt securities are held by a trust or a trustee of a trust, a
supplemental indenture that affects the interests or rights of the holders of
debt securities will not be effective until the holders of not less than a
majority in liquidation preference of the preferred securities and common
securities of the applicable trust, collectively, have consented to the
supplemental indenture; provided, further, that if the consent of the holder of
each outstanding debt security is required, the supplemental indenture will not
be effective until each holder of the preferred securities and the common
securities of the applicable trust has consented to the supplemental indenture.
The Indentures permit the holders of at least a majority in aggregate
principal amount of the outstanding debt securities of any series issued under
the Indenture which is affected by the modification or amendment to waive
MetLife, Inc.'s compliance with certain covenants contained in the Indentures.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a debt security on any interest payment date will be made to the
person in whose name a debt security is registered at the close of business on
the record date for the interest.
Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and premium on the debt securities of a particular series
will be payable at the office of such paying agent or paying agents as MetLife,
Inc. may designate for such purpose from time to time. Notwithstanding the
foregoing, at MetLife, Inc.'s option, payment of any interest may be made by
check mailed to the address of the person entitled thereto as such address
appears in the security register.
Unless otherwise indicated in the applicable prospectus supplement, a
paying agent designated by MetLife, Inc. and located in the Borough of
Manhattan, The City of New York, will act as paying agent for payments with
respect to debt securities of each series. All paying agents initially
designated by MetLife, Inc. for the debt securities of a particular series will
be named in the applicable prospectus supplement. MetLife, Inc. may at any time
designate additional paying agents or rescind the designation of any paying
agent or approve a change in the office through which any paying agent acts,
except that MetLife, Inc. will be required to maintain a paying agent in each
place of payment for the debt securities of a particular series.
All moneys paid by MetLife, Inc. to a paying agent for the payment of the
principal, interest or premium on any debt security which remain unclaimed at
the end of two years after such principal,
16
interest or premium has become due and payable will be repaid to MetLife, Inc.
upon request, and the holder of such debt security thereafter may look only to
MetLife, Inc. for payment thereof.
DENOMINATIONS, REGISTRATIONS AND TRANSFER
Unless an accompanying prospectus supplement states otherwise, debt
securities will be represented by one or more global certificates registered in
the name of a nominee for The Depository Trust Company ("DTC"). In such case,
each holder's beneficial interest in the global securities will be shown on the
records of DTC and transfers of beneficial interests will only be effected
through DTC's records.
A holder of debt securities may only exchange a beneficial interest in a
global security for certificated securities registered in the holder's name if:
- DTC notifies MetLife, Inc. that it is unwilling or unable to continue
serving as the depositary for the relevant global securities or DTC
ceases to maintain certain qualifications under the Securities Exchange
Act of 1934 and no successor depositary has been appointed for 90 days;
or
- MetLife, Inc. determines, in its sole discretion, that the global
security shall be exchangeable.
If debt securities are issued in certificated form, they will only be
issued in the minimum denomination specified in the accompanying prospectus
supplement and integral multiples of such denomination. Transfers and exchanges
of such debt securities will only be permitted in such minimum denomination.
Transfers of debt securities in certificated form may be registered at the
trustee's corporate office or at the offices of any paying agent or trustee
appointed by MetLife, Inc. under the Indentures. Exchanges of debt securities
for an equal aggregate principal amount of debt securities in different
denominations may also be made at such locations.
GOVERNING LAW
The Indentures and debt securities will be governed by, and construed in
accordance with, the internal laws of the State of New York, without regard to
its principles of conflicts of laws.
RELATIONSHIP WITH THE TRUSTEES
The trustee under the Indentures is J.P. Morgan Trust Company, National
Association (as successor to Bank One Trust Company, N.A.). MetLife, Inc. and
its subsidiaries maintain ordinary banking and trust relationships with a number
of banks and trust companies, including the trustee under the Indentures.
CONVERSION OR EXCHANGE RIGHTS
The prospectus supplement will describe the terms, if any, on which a
series of debt securities may be convertible into or exchangeable for securities
described in this prospectus. These terms will include provisions as to whether
conversion or exchange is mandatory, at the option of the holder or at MetLife,
Inc.'s option. These provisions may allow or require the number of shares of
MetLife, Inc.'s common stock or other securities to be received by the holders
of such series of debt securities to be adjusted.
DESCRIPTION OF CAPITAL STOCK
MetLife, Inc.'s authorized capital stock consists of:
- 200,000,000 shares of preferred stock, par value $0.01 per share, of
which no shares were issued or outstanding as of the date of this
prospectus;
- 10,000,000 shares of Series A Junior Participating Preferred Stock, par
value $0.01 per share, of which no shares were issued or outstanding as
of the date of this prospectus; and
- 3,000,000,000 shares of common stock, par value $0.01 per share, of
which 757,186,137 shares, as well as the same number of rights to
purchase shares of Series A Junior Participating Preferred
17
Stock pursuant to the stockholder rights plan adopted by MetLife, Inc.'s
board of directors on September 29, 1999, were outstanding as of
December 31, 2003. See "-- Stockholder Rights Plan" for a description of
the Series A Junior Participating Preferred Stock. The remaining shares
of authorized and unissued common stock will be available for future
issuance without additional stockholder approval.
COMMON STOCK
Dividends. The holders of common stock, after any preferences of holders
of any preferred stock, are entitled to receive dividends as determined by the
board of directors. The issuance of dividends will depend upon, among other
factors deemed relevant by MetLife, Inc.'s board of directors, MetLife's
financial condition, results of operations, cash requirements, future prospects
and regulatory restrictions on the payment of dividends by Metropolitan Life
Insurance Company and MetLife, Inc.'s other subsidiaries. There is no
requirement or assurance that MetLife, Inc. will declare and pay any dividends.
In addition, the indenture, as supplemented by a supplemental indenture,
governing the terms of MetLife, Inc.'s 3.911% Debentures due May 15, 2005
prohibits the payment of dividends on common stock of MetLife, Inc. during a
deferral of interest payments on such securities or an event of default under
the indenture, as supplemented, or the related guarantee.
Voting Rights. The holders of common stock are entitled to one vote per
share on all matters on which the holders of common stock are entitled to vote
and do not have any cumulative voting rights.
Liquidation and Dissolution. In the event of MetLife, Inc.'s liquidation,
dissolution or winding-up, the holders of common stock are entitled to share
equally and ratably in MetLife, Inc.'s assets, if any, remaining after the
payment of all of MetLife, Inc.'s liabilities and the liquidation preference of
any outstanding class or series of preferred stock.
Other Rights. The holders of common stock have no preemptive, conversion,
redemption or sinking fund rights. The holders of shares of MetLife, Inc.'s
common stock are not required to make additional capital contributions.
Transfer Agent and Registrar. The transfer agent and registrar for
MetLife, Inc.'s common stock is Mellon Investor Services, successor to
ChaseMellon Shareholder Services, L.L.C.
PREFERRED STOCK
General. MetLife, Inc.'s board of directors has the authority to issue
preferred stock in one or more series and to fix the number of shares
constituting any such series and the designations, powers, preferences,
limitations and relative rights including dividend rights, dividend rate, voting
rights, terms of redemption, redemption price or prices, conversion rights and
liquidation preferences of the shares constituting any series, without any
further vote or action by stockholders.
MetLife, Inc. has authorized 10,000,000 shares of Series A Junior
Participating Preferred Stock for issuance in connection with its stockholder
rights plan. See "-- Stockholder Rights Plan" for a description of the Series A
Junior Participating Preferred Stock.
Voting Rights. The Delaware General Corporation Law provides that the
holders of preferred stock will have the right to vote separately as a class on
any proposal involving fundamental changes in the rights of holders of such
preferred stock.
Conversion or Exchange. The prospectus supplement will describe the terms,
if any, on which the preferred stock may be convertible into or exchangeable for
securities described in this prospectus. These terms will include provisions as
to whether conversion or exchange is mandatory, at the option of the holder or
at MetLife, Inc.'s option. These provisions may allow or require the number of
shares of MetLife, Inc.'s common stock or other securities to be received by the
holders of preferred stock to be adjusted.
18
Redemption. The preferred stock will be redeemable at the times and at the
redemption prices set forth in the applicable prospectus supplement.
Unless otherwise indicated in the applicable prospectus supplement,
MetLife, Inc. may not purchase or redeem any of the outstanding shares or any
series of preferred stock unless full cumulative dividends, if any, have been
paid or declared and set apart for payment upon all outstanding shares of any
series of preferred stock for all past dividend periods, and unless all of
MetLife, Inc.'s matured obligations with respect to all sinking funds,
retirement funds or purchase funds for all series of preferred stock then
outstanding have been met.
CERTAIN PROVISIONS IN METLIFE, INC.'S CERTIFICATE OF INCORPORATION AND BY-LAWS
AND IN DELAWARE AND NEW YORK LAW
A number of provisions of MetLife, Inc.'s certificate of incorporation and
by-laws deal with matters of corporate governance and rights of stockholders.
The following discussion is a general summary of selected provisions of MetLife,
Inc.'s certificate of incorporation and by-laws and regulatory provisions that
might be deemed to have a potential "anti-takeover" effect. These provisions may
have the effect of discouraging a future takeover attempt which is not approved
by MetLife, Inc.'s board of directors but which individual stockholders may deem
to be in their best interests or in which stockholders may receive a substantial
premium for their shares over then current market prices. As a result,
stockholders who might desire to participate in such a transaction may not have
an opportunity to do so. Such provisions will also render the removal of the
incumbent board of directors or management more difficult. Some provisions of
the Delaware General Corporation Law and the New York Insurance Law may also
have an anti-takeover effect. The following description of selected provisions
of MetLife, Inc.'s certificate of incorporation and by-laws and selected
provisions of the Delaware General Corporation Law and the New York Insurance
Law is necessarily general and reference should be made in each case to MetLife,
Inc.'s certificate of incorporation and by-laws, which are incorporated by
reference as exhibits to the registration statement of which this prospectus
forms a part, and to the provisions of those laws.
CLASSIFIED BOARD OF DIRECTORS AND REMOVAL OF DIRECTORS
Pursuant to MetLife, Inc.'s certificate of incorporation, the directors are
divided into three classes, as nearly equal in number as possible, with each
class having a term of three years. The classes serve staggered terms, such that
the term of one class of directors expires each year. Any effort to obtain
control of MetLife, Inc.'s board of directors by causing the election of a
majority of the board may require more time than would be required without a
staggered election structure. MetLife, Inc.'s certificate of incorporation also
provides that, subject to the rights of the holders of any class of preferred
stock, directors may be removed only for cause at a meeting of stockholders by a
vote of a majority of the shares then entitled to vote. This provision may have
the effect of slowing or impeding a change in membership of MetLife, Inc.'s
board of directors that would effect a change of control.
EXERCISE OF DUTIES BY BOARD OF DIRECTORS
MetLife, Inc.'s certificate of incorporation provides that while the
MetLife Policyholder Trust is in existence, each MetLife, Inc. director is
required, in exercising his or her duties as a director, to take the interests
of the trust beneficiaries into account as if they were holders of the shares of
common stock held in the trust, except to the extent that any such director
determines, based on advice of counsel, that to do so would violate his or her
duties as a director under Delaware law.
RESTRICTION ON MAXIMUM NUMBER OF DIRECTORS AND FILLING OF VACANCIES ON METLIFE,
INC.'S BOARD OF DIRECTORS
Pursuant to MetLife, Inc.'s by-laws and subject to the rights of the
holders of any class of preferred stock, the number of directors may be fixed
and increased or decreased from time to time by resolution of the board of
directors, but the board of directors will at no time consist of fewer than
three directors.
19
Subject to the rights of the holders of any class of preferred stock,
stockholders can only remove a director for cause by a vote of a majority of the
shares entitled to vote, in which case the vacancy caused by such removal may be
filled at such meeting by the stockholders entitled to vote for the election of
the director so removed. Any vacancy on the board of directors, including a
vacancy resulting from an increase in the number of directors or resulting from
a removal for cause where the stockholders have not filled the vacancy, subject
to the rights of the holders of any class of preferred stock, may be filled by a
majority of the directors then in office, although less than a quorum. If the
vacancy is not so filled it will be filled by the stockholders at the next
annual meeting of stockholders. The stockholders are not permitted to fill
vacancies between annual meetings, except where the vacancy resulted from a
removal for cause. These provisions give incumbent directors significant
authority that may have the effect of limiting the ability of stockholders to
effect a change in management.
ADVANCE NOTICE REQUIREMENTS FOR NOMINATION OF DIRECTORS AND PRESENTATION OF NEW
BUSINESS AT MEETINGS OF STOCKHOLDERS; ACTION BY WRITTEN CONSENT
MetLife, Inc.'s by-laws provide for advance notice requirements for
stockholder proposals and nominations for director. In addition, pursuant to the
provisions of both the certificate of incorporation and the by-laws, action may
not be taken by written consent of stockholders; rather, any action taken by the
stockholders must be effected at a duly called meeting. Moreover, the
stockholders do not have the power to call a special meeting. Only the chief
executive officer or the secretary pursuant to a board resolution or, under some
circumstances, the president or a director who also is an officer, may call a
special meeting. These provisions make it more procedurally difficult for a
stockholder to place a proposal or nomination on the meeting agenda and prohibit
a stockholder from taking action without a meeting, and therefore may reduce the
likelihood that a stockholder will seek to take independent action to replace
directors or with respect to other matters that are not supported by management
for stockholder vote.
LIMITATIONS ON DIRECTOR LIABILITY
MetLife, Inc.'s certificate of incorporation contains a provision that is
designed to limit the directors' liability to the extent permitted by the
Delaware General Corporation Law and any amendments to that law. Specifically,
directors will not be held liable to MetLife, Inc. or its stockholders for an
act or omission in their capacity as a director, except for liability as a
result of:
- a breach of the duty of loyalty to MetLife, Inc. or its stockholders;
- acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- payment of an improper dividend or improper repurchase of MetLife,
Inc.'s stock under Section 174 of the Delaware General Corporation Law;
or
- actions or omissions pursuant to which the director received an improper
personal benefit.
The principal effect of the limitation on liability provision is that a
stockholder is unable to prosecute an action for monetary damages against a
director of MetLife, Inc. unless the stockholder can demonstrate one of the
specified bases for liability. This provision, however, does not eliminate or
limit director liability arising in connection with causes of action brought
under the federal securities laws. MetLife, Inc.'s certificate of incorporation
also does not eliminate the directors' duty of care. The inclusion of the
limitation on liability provision in the certificate may, however, discourage or
deter stockholders or management from bringing a lawsuit against directors for a
breach of their fiduciary duties, even though such an action, if successful,
might otherwise have benefited MetLife, Inc. and its stockholders. This
provision should not affect the availability of equitable remedies such as
injunction or rescission based upon a director's breach of the duty of care.
MetLife, Inc.'s by-laws also provide that MetLife, Inc. indemnify its
directors and officers to the fullest extent permitted by Delaware law. MetLife,
Inc. is required to indemnify its directors and officers for all judgments,
fines, settlements, legal fees and other expenses reasonably incurred in
connection with
20
pending or threatened legal proceedings because of the director's or officer's
position with MetLife, Inc. or another entity, including Metropolitan Life
Insurance Company, that the director or officer serves at MetLife, Inc.'s
request, subject to certain conditions, and to advance funds to MetLife, Inc.'s
directors and officers to enable them to defend against such proceedings. To
receive indemnification, the director or officer must succeed in the legal
proceeding or act in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of MetLife, Inc. and with respect to any
criminal action or proceeding, in a manner he or she reasonably believed to be
lawful.
SUPERMAJORITY VOTING REQUIREMENT FOR AMENDMENT OF CERTAIN PROVISIONS OF THE
CERTIFICATE OF INCORPORATION AND BY-LAWS
Some of the provisions of MetLife, Inc.'s certificate of incorporation,
including those that authorize the board of directors to create stockholder
rights plans, that set forth the duties, election and exculpation from liability
of directors and that prohibit stockholders from actions by written consent, may
not be amended, altered, changed or repealed unless the amendment is approved by
the vote of holders of 75% of the then outstanding shares entitled to vote at an
election of directors. This requirement exceeds the majority vote of the
outstanding stock that would otherwise be required by the Delaware General
Corporation Law for the repeal or amendment of such provisions of the
certificate of incorporation. MetLife, Inc.'s by-laws may be amended, altered or
repealed by the board of directors or by the vote of holders of 75% of the then
outstanding shares entitled to vote in the election of directors. These
provisions make it more difficult for any person to remove or amend any
provisions that have an anti-takeover effect.
BUSINESS COMBINATION STATUTE
In addition, as a Delaware corporation, MetLife, Inc. is subject to Section
203 of the Delaware General Corporation Law, unless it elects in its certificate
of incorporation not to be governed by the provisions of Section 203. MetLife,
Inc. has not made that election. Section 203 can affect the ability of an
"interested stockholder" of MetLife, Inc. to engage in certain business
combinations, including mergers, consolidations or acquisitions of additional
shares of MetLife, Inc. for a period of three years following the time that the
stockholder becomes an "interested stockholder." An "interested stockholder" is
defined to include any person owning, directly or indirectly, 15% or more of the
outstanding voting stock of a corporation. The provisions of Section 203 are not
applicable in some circumstances, including those in which (1) the business
combination or transaction which results in the stockholder becoming an
"interested stockholder" is approved by the corporation's board of directors
prior to the time the stockholder becomes an "interested stockholder" or (2) the
"interested stockholder," upon consummation of such transaction, owns at least
85% of the voting stock of the corporation outstanding prior to such
transaction.
RESTRICTIONS ON ACQUISITIONS OF SECURITIES
Section 7312 of the New York Insurance Law provides that, for a period of
five years after completion of the distribution of consideration pursuant to the
plan of reorganization, no person may directly or indirectly offer to acquire or
acquire in any manner the beneficial ownership (defined as the power to vote or
dispose of, or to direct the voting or disposition of, a security) of 5% or more
of any class of voting security (which term includes MetLife, Inc.'s common
stock) of MetLife, Inc. without the prior approval of the New York
Superintendent of Insurance. Pursuant to Section 7312, voting securities
acquired in excess of the 5% threshold without such prior approval will be
deemed non-voting.
The insurance laws and regulations of New York, the jurisdiction in which
MetLife, Inc.'s principal insurance subsidiary, Metropolitan Life Insurance
Company, is organized, may delay or impede a business combination involving
MetLife, Inc. In addition to the limitations described in the immediately
preceding paragraph, the New York Insurance Law prohibits any person from
acquiring control of MetLife, Inc., and thus indirect control of Metropolitan
Life Insurance Company, without the prior approval of the New York
Superintendent of Insurance. That law presumes that control exists where any
person, directly or indirectly, owns, controls, holds the power to vote or holds
proxies representing 10% or more of MetLife,
21
Inc.'s outstanding voting stock, unless the New York Superintendent, upon
application, determines otherwise. Even persons who do not acquire beneficial
ownership of more than 10% of the outstanding shares of MetLife, Inc.'s common
stock may be deemed to have acquired such control, if the New York
Superintendent determines that such persons, directly or indirectly, exercise a
controlling influence over MetLife, Inc.'s management or policies. Therefore,
any person seeking to acquire a controlling interest in MetLife, Inc. would face
regulatory obstacles which may delay, deter or prevent an acquisition.
The insurance holding company law and other insurance laws of many states
also regulate changes of control (generally presumed upon acquisitions of 10% or
more of voting securities) of insurance holding companies such as MetLife, Inc.
STOCKHOLDER RIGHTS PLAN
MetLife, Inc.'s board of directors has adopted a stockholder rights plan
under which each outstanding share of MetLife, Inc.'s common stock issued
between April 4, 2000 and the earlier of the distribution date (as described
below) and the expiration of the rights (as described below) will be coupled
with a stockholder right. Initially, the stockholder rights will be attached to
the certificates representing outstanding shares of common stock, and no
separate rights certificates will be distributed. Each right will entitle the
holder to purchase one one-hundredth of a share of MetLife, Inc.'s Series A
Junior Participating Preferred Stock. Each one one-hundredth of a share of
Series A Junior Participating Preferred Stock will have economic and voting
terms equivalent to one share of MetLife, Inc.'s common stock. Until it is
exercised, the right itself will not entitle the holder thereof to any rights as
a stockholder, including the right to receive dividends or to vote at
stockholder meetings. The description and terms of the rights are set forth in a
rights agreement entered into between MetLife, Inc. and Mellon Investor
Services, successor to ChaseMellon Shareholder Services, L.L.C., as rights
agent. Although the material provisions of the rights agreement have been
accurately summarized, the statements below concerning the rights agreement are
not necessarily complete and in each instance reference is made to the rights
agreement itself, which is incorporated by reference into this prospectus in its
entirety. Each statement is qualified in its entirety by such reference.
Stockholder rights are not exercisable until the distribution date and will
expire at the close of business on April 4, 2010, unless earlier redeemed or
exchanged by MetLife, Inc. A distribution date would occur upon the earlier of:
- the tenth day after the first public announcement or communication to
MetLife, Inc. that a person or group of affiliated or associated persons
(referred to as an "acquiring person") has acquired beneficial ownership
of 10% or more of MetLife, Inc.'s outstanding common stock (the date of
such announcement or communication is referred to as the "stock
acquisition time"); or
- the tenth business day after the commencement or announcement of the
intention to commence a tender offer or exchange offer that would result
in a person or group becoming an acquiring person.
If any person becomes an acquiring person, each holder of a stockholder right
will be entitled to exercise the right and receive, instead of Series A Junior
Participating Preferred Stock, common stock (or, in certain circumstances, cash,
a reduction in purchase price, property or other securities of MetLife, Inc.)
having a value equal to two times the purchase price of the stockholder right.
All stockholder rights that are beneficially owned by an acquiring person or its
transferee will become null and void.
If at any time after a public announcement has been made or MetLife, Inc.
has received notice that a person has become an acquiring person, (1) MetLife,
Inc. is acquired in a merger or other business combination, or (2) 50% or more
of MetLife, Inc.'s and its subsidiaries' assets, cash flow or earning power is
sold or transferred, each holder of a stockholder right (except rights which
previously have been voided as set forth above) will have the right to receive,
upon exercise, common stock of the acquiring company having a value equal to two
times the purchase price of the right.
22
The purchase price payable, the number of one one-hundredths of a share of
Series A Junior Participating Preferred Stock or other securities or property
issuable upon exercise of rights and the number of rights outstanding, are
subject to adjustment from time to time to prevent dilution. With certain
exceptions, no adjustment in the purchase price or the number of shares of
Series A Junior Participating Preferred Stock issuable upon exercise of a
stockholder right will be required until the cumulative adjustment would require
an increase or decrease of at least one percent in the purchase price or number
of shares for which a right is exercisable.
At any time until the earlier of (1) the stock acquisition time, or (2) the
final expiration date of the rights agreement, MetLife, Inc. may redeem all the
stockholder rights at a price of $0.01 per right. At any time after a person has
become an acquiring person and prior to the acquisition of beneficial ownership
by such person of 50% or more of the outstanding shares of MetLife, Inc.'s
common stock, MetLife, Inc. may exchange the stockholder rights, in whole or in
part, at an exchange ratio of one share of common stock, or one one-hundredth of
a share of Series A Junior Participating Preferred Stock (or of a share of a
class or series of preferred stock having equivalent rights, preferences and
privileges), per right.
The stockholder rights plan is designed to protect stockholders in the
event of unsolicited offers to acquire MetLife, Inc. and other coercive takeover
tactics which, in the opinion of its board of directors, could impair its
ability to represent stockholder interests. The provisions of the stockholder
rights plan may render an unsolicited takeover more difficult or less likely to
occur or may prevent such a takeover, even though such takeover may offer
MetLife, Inc.'s stockholders the opportunity to sell their stock at a price
above the prevailing market rate and may be favored by a majority of MetLife,
Inc.'s stockholders.
METLIFE POLICYHOLDER TRUST
Under the plan of reorganization, MetLife established the MetLife
Policyholder Trust to hold the shares of common stock allocated to eligible
policyholders. A total of 494,466,664 shares of common stock were distributed to
the MetLife Policyholder Trust on the effective date of the plan of
reorganization. As of December 31, 2003, the trust held 362,463,884 shares of
MetLife, Inc.'s common stock. Because of the number of shares held by the trust
and the voting provisions of the trust, the trust may affect the outcome of
matters brought to a stockholder vote.
The trustee will generally vote all of the shares of common stock held in
the trust in accordance with the recommendations given by MetLife, Inc.'s board
of directors to its stockholders or, if the board gives no such recommendation,
as directed by the board, except on votes regarding certain fundamental
corporate actions. As a result of the voting provisions of the trust, MetLife,
Inc.'s board of directors will effectively be able to control votes on all
matters submitted to a vote of stockholders, excluding those fundamental
corporate actions described below, so long as the trust holds a substantial
number of shares of MetLife, Inc.'s common stock.
If the vote relates to fundamental corporate actions specified in the
trust, the trustee will solicit instructions from the beneficiaries and vote all
shares held in the trust in proportion to the instructions it receives, which
would give disproportionate weight to the instructions actually given by trust
beneficiaries. These actions include:
- an election or removal of directors in which a stockholder has properly
nominated one or more candidates in opposition to a nominee or nominees
of MetLife, Inc.'s board of directors or a vote on a stockholder's
proposal to oppose a board nominee for director, remove a director for
cause or fill a vacancy caused by the removal of a director by
stockholders, subject to certain conditions;
- a merger or consolidation, a sale, lease or exchange of all or
substantially all of the assets, or a recapitalization or dissolution
of, MetLife, Inc., in each case requiring a vote of MetLife, Inc.'s
stockholders under applicable Delaware law;
- any transaction that would result in an exchange or conversion of shares
of common stock held by the trust for cash, securities or other
property; and
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- any proposal requiring MetLife, Inc.'s board of directors to amend or
redeem the rights under the stockholder rights plan, other than a
proposal with respect to which MetLife, Inc. has received advice of
nationally-recognized legal counsel to the effect that the proposal is
not a proper subject for stockholder action under Delaware law.
DESCRIPTION OF DEPOSITARY SHARES
The following outlines some of the general terms and provisions of the
depositary shares. Further terms of the depositary shares and the applicable
deposit agreement will be stated in the applicable prospectus supplement. The
following description and any description of the depositary shares in a
prospectus supplement may not be complete and is subject to and qualified in its
entirety by reference to the terms and provisions of the deposit agreement, a
form of which has been filed as an exhibit to the registration statement of
which this prospectus forms a part.
The particular terms of the depositary shares offered by any prospectus
supplement and the extent to which the general provisions described below may
apply to such depositary shares will be outlined in the applicable prospectus
supplement.
GENERAL
MetLife, Inc. may choose to offer fractional interests in debt securities
or fractional shares of common stock or preferred stock. MetLife, Inc. may issue
fractional interests in debt securities, common stock or preferred stock, as the
case may be, in the form of depositary shares. Each depositary share would
represent a fractional interest in a security of a particular series of debt
securities or a fraction of a share of common stock or of a particular series of
preferred stock, as the case may be, and would be evidenced by a depositary
receipt.
MetLife, Inc. will deposit the debt securities or shares of common stock or
preferred stock represented by depositary shares under a deposit agreement
between MetLife, Inc. and a depositary which will be named in the applicable
prospectus supplement. Subject to the terms of the deposit agreement, as an
owner of a depositary share, you will be entitled, in proportion to the
applicable fraction of a debt security or share of common stock or preferred
stock represented by the depositary share, to all the rights and preferences of
the debt security, common stock or preferred stock, as the case may be,
represented by the depositary share, including, as the case may be, interest,
dividend, voting, conversion, redemption, sinking fund, repayment at maturity,
subscription and liquidation rights.
INTEREST, DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all payments of interest, cash dividends or
other cash distributions received on the debt securities, common stock or
preferred stock, as the case may be, to you in proportion to the number of
depositary shares that you own. In the event of a distribution other than in
cash, the depositary will distribute property received by it to you in an
equitable manner, unless the depositary determines that it is not feasible to
make a distribution. In that case, the depositary may sell the property and
distribute the net proceeds from the sale to you.
REDEMPTION OF DEPOSITARY SHARES
If a debt security, common stock or series of preferred stock represented
by depositary shares is redeemed, the depositary will redeem your depositary
shares from the proceeds received by the depositary resulting from the
redemption. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per debt security or share of common
stock or preferred stock, as the case may be, payable in relation to the
redeemed series of debt securities, common stock or preferred stock. Whenever
MetLife, Inc. redeems debt securities or shares of common stock or preferred
stock held by the depositary, the depositary will redeem as of the same
redemption date the number of depositary shares representing, as the case may
be, fractional interests in the debt securities or shares of common stock or
24
preferred stock redeemed. If fewer than all the depositary shares are to be
redeemed, the depositary shares to be redeemed will be selected by lot,
proportionately or by any other equitable method as the depositary may
determine.
EXERCISE OF RIGHTS UNDER THE INDENTURES OR VOTING THE COMMON STOCK OR PREFERRED
STOCK
Upon receipt of notice of any meeting at which you are entitled to vote, or
of any request for instructions or directions from you as holder of fractional
interests in debt securities, common stock or preferred stock, the depositary
will mail to you the information contained in that notice. Each record holder of
the depositary shares on the record date will be entitled to instruct the
depositary how to give instructions or directions with respect to the debt
securities represented by that holder's depositary shares or how to vote the
amount of the common stock or preferred stock represented by that holder's
depositary shares. The record date for the depositary shares will be the same
date as the record date for the debt securities, common stock or preferred
stock, as the case may be. The depositary will endeavor, to the extent
practicable, to give instructions or directions with respect to the debt
securities or to vote the amount of the common stock or preferred stock, as the
case may be, represented by the depositary shares in accordance with those
instructions. MetLife, Inc. will agree to take all reasonable action which the
depositary may deem necessary to enable the depositary to do so. The depositary
will abstain from giving instructions or directions with respect to your
fractional interests in the debt securities or voting shares of the common stock
or preferred stock, as the case may be, if it does not receive specific
instructions from you.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
MetLife, Inc. and the depositary may amend the form of depositary receipt
evidencing the depositary shares and any provision of the deposit agreement at
any time. However, any amendment which materially and adversely affects the
rights of the holders of the depositary shares will not be effective unless the
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding.
The deposit agreement will terminate if:
- all outstanding depositary shares have been redeemed;
- if applicable, the debt securities and the preferred stock represented
by depository shares have been converted into or exchanged for common
stock; or
- there has been a complete repayment or redemption of the debt securities
or a final distribution in respect of the common stock or preferred
stock, including in connection with the liquidation, dissolution or
winding-up of MetLife, Inc., and the repayment, redemption or
distribution proceeds, as the case may be, have been distributed to you.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to MetLife, Inc. notice
of its election to do so. MetLife, Inc. also may, at any time, remove the
depositary. Any resignation or removal will take effect upon the appointment of
a successor depositary and its acceptance of such appointment. MetLife, Inc.
must appoint the successor depositary within 60 days after delivery of the
notice of resignation or removal. The successor depositary must be a bank or
trust company having its principal office in the United States and having total
assets of not less than $1,000,000,000.
CHARGES OF DEPOSITARY
MetLife, Inc. will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangements.
MetLife, Inc. will pay charges of the depositary in connection with the initial
deposit of the debt securities or preferred stock, as the case may be, and
issuance of depositary receipts, all withdrawals of depositary shares of debt
securities or preferred stock, as the case
25
may be, by you and any repayment or redemption of the debt securities or
preferred stock, as the case may be. You will pay other transfer and other taxes
and governmental charges, as well as the other charges that are expressly
provided in the deposit agreement to be for your account.
MISCELLANEOUS
The depositary will forward all reports and communications from MetLife,
Inc. which are delivered to the depositary and which MetLife, Inc. is required
or otherwise determines to furnish to holders of debt securities, common stock
or preferred stock, as the case may be. Neither MetLife, Inc. nor the depositary
will be liable under the deposit agreement to you other than for its gross
negligence, willful misconduct or bad faith. Neither MetLife, Inc. nor the
depositary will be obligated to prosecute or defend any legal proceedings
relating to any depositary shares, debt securities, common stock or preferred
stock unless satisfactory indemnity is furnished. MetLife, Inc. and the
depositary may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting debt securities or shares of common
stock or preferred stock for deposit, you or other persons believed to be
competent and on documents which MetLife, Inc. and the depositary believe to be
genuine.
DESCRIPTION OF WARRANTS
GENERAL
MetLife, Inc. may issue warrants to purchase debt securities, preferred
stock, common stock or other securities described in this prospectus, or any
combination of these securities, and these warrants may be issued independently
or together with any underlying securities and may be attached or separate from
the underlying securities. MetLife, Inc. will issue each series of warrants
under a separate warrant agreement to be entered into between MetLife, Inc. and
a warrant agent. The warrant agent will act solely as MetLife, Inc.'s agent in
connection with the warrants of such series and will not assume any obligation
or relationship of agency for or with holders or beneficial owners of warrants.
The following outlines some of the general terms and provisions of the
warrants. Further terms of the warrants and the applicable warrant agreement
will be stated in the applicable prospectus supplement. The following
description and any description of the warrants in a prospectus supplement may
not be complete and is subject to and qualified in its entirety by reference to
the terms and provisions of the warrant agreement, a form of which has been
filed as an exhibit to the registration statement of which this prospectus forms
a part.
The applicable prospectus supplement will describe the terms of any
warrants that MetLife, Inc. may offer, including the following:
- the title of the warrants;
- the total number of warrants;
- the price or prices at which the warrants will be issued;
- the currency or currencies investors may use to pay for the warrants;
- the designation and terms of the underlying securities purchasable upon
exercise of the warrants;
- the price at which and the currency, currencies, or currency units in
which investors may purchase the underlying securities purchasable upon
exercise of the warrants;
- the date on which the right to exercise the warrants will commence and
the date on which the right will expire;
- whether the warrants will be issued in registered form or bearer form;
- information with respect to book-entry procedures, if any;
26
- if applicable, the minimum or maximum amount of warrants which may be
exercised at any one time;
- if applicable, the designation and terms of the underlying securities
with which the warrants are issued and the number of warrants issued
with each underlying security;
- if applicable, the date on and after which the warrants and the related
underlying securities will be separately transferable;
- if applicable, a discussion of material United States federal income tax
considerations;
- the identity of the warrant agent;
- the procedures and conditions relating to the exercise of the warrants;
and
- any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.
Warrant certificates may be exchanged for new warrant certificates of
different denominations, and warrants may be exercised at the warrant agent's
corporate trust office or any other office indicated in the applicable
prospectus supplement. Prior to the exercise of their warrants, holders of
warrants exercisable for debt securities will not have any of the rights of
holders of the debt securities purchasable upon such exercise and will not be
entitled to payments of principal (or premium, if any) or interest, if any, on
the debt securities purchasable upon such exercise. Prior to the exercise of
their warrants, holders of warrants exercisable for shares of preferred stock or
common stock will not have any rights of holders of the preferred stock or
common stock purchasable upon such exercise and will not be entitled to dividend
payments, if any, or voting rights of the preferred stock or common stock
purchasable upon such exercise. Prior to the exercise of their warrants, holders
of warrants exercisable for other securities described in this prospectus will
not have any rights of holders of such securities purchasable upon such
exercise.
EXERCISE OF WARRANTS
A warrant will entitle the holder to purchase for cash an amount of
securities at an exercise price that will be stated in, or that will be
determinable as described in, the applicable prospectus supplement. Warrants may
be exercised at any time up to the close of business on the expiration date set
forth in the applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become void.
Warrants may be exercised as set forth in the applicable prospectus
supplement. Upon receipt of payment and the warrant certificate properly
completed and duly executed at the corporate trust office of the warrant agent
or any other office indicated in the prospectus supplement, MetLife, Inc. will,
as soon as practicable, forward the securities purchasable upon such exercise.
If less than all of the warrants represented by such warrant certificate is
exercised, a new warrant certificate will be issued for the remaining warrants.
ENFORCEABILITY OF RIGHTS; GOVERNING LAW
The holders of warrants, without the consent of the warrant agent, may, on
their own behalf and for their own benefit, enforce, and may institute and
maintain any suit, action or proceeding against MetLife, Inc. to enforce their
rights to exercise and receive the securities purchasable upon exercise of their
warrants. Unless otherwise stated in the prospectus supplement, each issue of
warrants and the applicable warrant agreement will be governed by, and construed
in accordance with, the internal laws of the State of New York, without regard
to its principles of conflicts of laws.
DESCRIPTION OF PURCHASE CONTRACTS
As may be specified in a prospectus supplement, MetLife, Inc. may issue
purchase contracts obligating holders to purchase from MetLife, Inc., and
MetLife, Inc. to sell to the holders, a number of
27
debt securities, shares of common stock or preferred stock, or other securities
described in this prospectus or the applicable prospectus supplement at a future
date or dates. The purchase contracts may require MetLife, Inc. to make periodic
payments to the holders of the purchase contracts. These payments may be
unsecured or prefunded on some basis to be specified in the applicable
prospectus supplement.
The prospectus supplement relating to any purchase contracts will specify
the material terms of the purchase contracts and any applicable pledge or
depository arrangements, including one or more of the following:
- The stated amount that a holder will be obligated to pay under the
purchase contract in order to purchase debt securities, common stock,
preferred stock, or other securities described in this prospectus or the
formula by which such amount shall be determined.
- The settlement date or dates on which the holder will be obligated to
purchase such securities. The prospectus supplement will specify whether
the occurrence of any events may cause the settlement date to occur on
an earlier date and the terms on which an early settlement would occur.
- The events, if any, that will cause MetLife, Inc.'s obligations and the
obligations of the holder under the purchase contract to terminate.
- The settlement rate, which is a number that, when multiplied by the
stated amount of a purchase contract, determines the number of
securities that MetLife, Inc. or a trust will be obligated to sell and a
holder will be obligated to purchase under that purchase contract upon
payment of the stated amount of that purchase contract. The settlement
rate may be determined by the application of a formula specified in the
prospectus supplement. If a formula is specified, it may be based on the
market price of such securities over a specified period or it may be
based on some other reference statistic.
- Whether the purchase contracts will be issued separately or as part of
units consisting of a purchase contract and an underlying security with
an aggregate principal amount equal to the stated amount. Any underlying
securities will be pledged by the holder to secure its obligations under
a purchase contract.
- The type of underlying security, if any, that is pledged by the holder
to secure its obligations under a purchase contract. Underlying
securities may be debt securities, common stock, preferred stock, or
other securities described in this prospectus or the applicable
prospectus supplement.
- The terms of the pledge arrangement relating to any underlying
securities, including the terms on which distributions or payments of
interest and principal on any underlying securities will be retained by
a collateral agent, delivered to MetLife, Inc. or be distributed to the
holder.
- The amount of the contract fee, if any, that may be payable by MetLife,
Inc. to the holder or by the holder to MetLife, Inc., the date or dates
on which the contract fee will be payable and the extent to which
MetLife, Inc. or the holder, as applicable, may defer payment of the
contract fee on those payment dates. The contract fee may be calculated
as a percentage of the stated amount of the purchase contract or
otherwise.
The descriptions of the purchase contracts and any applicable underlying
security or pledge or depository arrangements in this prospectus and in any
prospectus supplement are summaries of the material provisions of the applicable
agreements and are subject to and qualified in their entirety by reference to
the terms and provisions of the purchase contract agreement, pledge agreement
and deposit agreement, forms of which have been filed as exhibits to the
registration statement of which this prospectus forms a part.
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DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, MetLife, Inc. may
issue units comprised of one or more of the other securities described in this
prospectus in any combination. Each unit may also include debt obligations of
third parties, such as U.S. Treasury securities. Each unit will be issued so
that the holder of the unit is also the holder of each security included in the
unit. Thus, the holder of a unit will have the rights and obligations of a
holder of each included security. The prospectus supplement will describe:
- the designation and terms of the units and of the securities comprising
the units, including whether and under what circumstances the securities
comprising the units may be held or transferred separately;
- a description of the terms of any unit agreement governing the units;
- a description of the provisions for the payment, settlement, transfer or
exchange of the units; and
- whether the units will be issued in fully registered or global form.
The descriptions of the units and any applicable underlying security or
pledge or depository arrangements in this prospectus and in any prospectus
supplement are summaries of the material provisions of the applicable agreements
and are subject to and qualified in their entirety by reference to the terms and
provisions of the applicable agreements, forms of which have been filed as
exhibits to the registration statement on which this prospectus forms a part.
DESCRIPTION OF TRUST PREFERRED SECURITIES
The following outlines some of the general terms and provisions of the
trust preferred securities. Further terms of the trust preferred securities and
the amended and restated declarations of trust will be stated in the applicable
prospectus supplement. The prospectus supplement will also indicate whether the
general terms described in this section apply to that particular series of trust
preferred securities. The following description and any description of the trust
preferred securities and amended and restated declarations of trust in a
prospectus supplement may not be complete and is subject to and qualified in its
entirety by reference to the terms and provisions of the amended and restated
declarations of trust, forms of which have been filed as exhibits to the
registration statement of which this prospectus forms a part.
GENERAL
Each trust may issue only one series of trust preferred securities having
terms described in the prospectus supplement. The declaration of trust of each
trust will authorize the administrative trustees, on behalf of the trust, to
issue the trust preferred securities of the trust. The trusts will use all of
the proceeds they receive from the sale of trust preferred securities and common
securities to purchase debt securities issued by MetLife, Inc. The debt
securities will be held in trust by the trust's property trustee for the benefit
of the holders of the trust preferred securities and common securities.
The trust preferred securities of each trust will have such terms as are
set forth in the trust's declaration of trust, including as relates to
distributions, redemption, voting, liquidation rights and the other preferred,
deferral and special rights and restrictions. A prospectus supplement relating
to the trust preferred securities being offered will include specific terms
relating to the offering. These terms will include some or all of the following:
- the distinctive designation of the trust preferred securities;
- the number of trust preferred securities issued by the trust;
- the annual distribution rate, or method of determining such rate, for
trust preferred securities of the trust;
- the date or dates on which distributions will be payable;
29
- whether distributions on the trust preferred securities will be
cumulative;
- if the trust preferred securities have cumulative distribution rights,
the date or dates, or method of determining the date or dates, from
which distributions on the trust preferred securities will be
cumulative;
- the amount or amounts that will be paid out of the assets of the trust
to the holders of the trust preferred securities of the trust upon
voluntary or involuntary dissolution, winding-up or termination of the
trust;
- the obligation, if any, of the trust to purchase or redeem the trust
preferred securities;
- if the trust is to purchase or redeem the trust preferred securities:
- the price or prices at which the trust preferred securities will be
purchased or redeemed in whole or in part;
- the period or periods within which the trust preferred securities will
be purchased or redeemed, in whole or in part; and
- the terms and conditions upon which the trust preferred securities
will be purchased or redeemed, in whole or in part;
- the voting rights, if any, of the trust preferred securities in addition
to those required by law, including:
- the number of votes per trust preferred security; and
- any requirement for the approval by the holders of trust preferred
securities as a condition to specified action or amendments to the
trust's declaration of trust;
- the rights, if any, to defer distributions on the trust preferred
securities by extending the interest payment period on the related debt
securities;
- the terms upon which the debt securities may be distributed to holders
of trust preferred securities;
- if applicable, any securities exchange upon which the trust preferred
securities shall be listed; and
- any other relative rights, preferences, privileges, limitations or
restrictions of the trust preferred securities not inconsistent with the
trust's declaration of trust or applicable law.
All trust preferred securities offered will be guaranteed by MetLife, Inc.
to the extent set forth under "Description of Guarantees." Any material United
States federal income tax considerations applicable to an offering of trust
preferred securities will be described in the applicable prospectus supplement.
In connection with the issuance of preferred securities, each trust will
issue one series of common securities. The declaration of each trust authorizes
the regular trustees to issue on behalf of such trust one series of common
securities having such terms including distributions, redemption, voting,
liquidation rights or such restrictions as shall be set forth therein. The terms
of the common securities issued by the trust will be substantially identical to
the terms of the preferred securities issued by such trust and the common
securities will rank equally, and payments will be made thereon pro rata, with
the preferred securities. However, upon an event of default under the
declaration of trust, the rights of the holders of the common securities to
payment in respect of distributions and payments upon liquidation, redemption
and otherwise will be subordinated to the rights of the holders of the preferred
securities. Except in certain limited circumstances, the common securities will
also carry the right to vote, and appoint, remove or replace any of the trustees
of a trust. MetLife, Inc. will own, directly or indirectly, all of the common
securities of each trust.
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ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES
If an event of default occurs, and is continuing, under the declaration of
trust of MetLife Capital Trust II or MetLife Capital Trust III, the holders of
the preferred securities of that trust would typically rely on the property
trustee to enforce its rights as a holder of the related debt securities against
MetLife, Inc. Additionally, those who together hold a majority of the
liquidation amount of the trust's preferred securities will have the right to:
- direct the time, method and place of conducting any proceeding for any
remedy available to the property trustee; or
- direct the exercise of any trust or power that the property trustee
holds under the declaration of trust, including the right to direct the
property trustee to exercise the remedies available to it as a holder of
MetLife, Inc.'s debt securities.
If the property trustee fails to enforce its rights under the applicable
series of debt securities, to the fullest extent permitted by law, a holder of
trust preferred securities of such trust may institute a legal proceeding
directly against MetLife, Inc. to enforce the property trustee's rights under
the applicable series of debt securities without first instituting any legal
proceeding against the property trustee or any other person or entity.
Notwithstanding the foregoing, if an event of default occurs and the event
is attributable to MetLife, Inc.'s failure to pay interest or principal on the
debt securities when due, including any payment on redemption, and this debt
payment failure is continuing, a preferred securities holder of the trust may
directly institute a proceeding for the enforcement of this payment. Such a
proceeding will be limited, however, to enforcing the payment of this principal
or interest only up to the value of the aggregate liquidation amount of the
holder's preferred securities as determined after the due date specified in the
applicable series of debt securities.
DESCRIPTION OF GUARANTEES
The following outlines some of the general terms and provisions of the
guarantees. Further terms of the guarantees will be stated in the applicable
prospectus supplement. The prospectus supplement will also indicate whether the
general terms described in this section apply to those guarantees. The following
description and any description of the guarantees in a prospectus supplement may
not be complete and is subject to and qualified in its entirety by reference to
the terms and provisions of the guarantee agreements, forms of which have been
filed as exhibits to the registration statement of which this prospectus forms a
part, and the Trust Indenture Act.
MetLife, Inc. will execute and deliver the guarantees for the benefit of
the holders of the trust preferred securities. Each guarantee will be held by
the guarantee trustee for the benefit of holders of the trust preferred
securities to which it relates.
Each guarantee will be qualified as an indenture under the Trust Indenture
Act. J.P. Morgan Trust Company, National Association (as successor to Bank One
Trust Company, N.A.) will act as indenture trustee under each guarantee for
purposes of the Trust Indenture Act.
GENERAL
Pursuant to each guarantee, MetLife, Inc. will irrevocably and
unconditionally agree, to the extent set forth in the guarantee, to pay in full,
to the holders of the related trust preferred securities, the following
guarantee payments, to the extent these guarantee payments are not paid by, or
on behalf of, the related
31
trust, regardless of any defense, right of set-off or counterclaim that MetLife,
Inc. may have or assert against any person:
- any accrued and unpaid distributions required to be paid on the trust
preferred securities of the trust, but if and only if and to the extent
that the trust has funds legally and immediately available to make those
payments;
- the redemption price, including all accrued and unpaid distributions to
the date of redemption, with respect to any trust preferred securities
called for redemption by the trust, but if and only to the extent the
trust has funds legally and immediately available to make that payment;
and
- upon a dissolution, winding-up or termination of the trust, other than
in connection with the distribution of debt securities to the holders of
trust preferred securities of the trust, the lesser of:
- the total of the liquidation amount and all accrued and unpaid
distributions on the trust preferred securities of the trust to the
date of payment, to the extent the trust has funds legally and
immediately available to make that payment; and
- the amount of assets of the trust remaining available for distribution
to holders of trust preferred securities of the trust in liquidation
of the trust.
MetLife, Inc. may satisfy its obligation to make a guarantee payment by
directly paying the required amounts to the holders of the related trust
preferred securities or by causing the related trust to pay such amounts to such
holders.
Each guarantee will constitute a guarantee of payments with respect to the
related trust preferred securities from the time of issuance of the trust
preferred securities. The guarantees will not apply to the payment of
distributions and other payments on the trust preferred securities when the
related trust does not have sufficient funds legally and immediately available
to make the distributions or other payments. If MetLife, Inc. does not make
interest payments on the debt securities purchased by a trust, such trust will
not pay distributions on the preferred securities issued by such trust and will
not have funds available therefor. The guarantee, when taken together with
MetLife, Inc.'s obligations under the debt securities, the Indentures, and the
declarations of trust will provide a full and unconditional guarantee by
MetLife, Inc. of payments due on the trust preferred securities.
MetLife, Inc. will also agree separately, through the guarantees of the
common securities, to irrevocably and unconditionally guarantee the obligations
of the trusts with respect to the common securities to the same extent as the
guarantees of the preferred securities. However, upon an event of default under
the Indentures, holders of preferred securities shall have priority over holders
of common securities with respect to distributions and payments on liquidation,
redemption or otherwise.
SUBORDINATION
MetLife, Inc.'s obligation under each guarantee to make the guarantee
payments will be an unsecured obligation of MetLife, Inc. and, if subordinated
debt securities are issued to the applicable trust and unless otherwise noted in
the prospectus supplement, will rank:
- subordinate and junior in right of payment to all of MetLife, Inc.'s
other liabilities, including the subordinated debt securities, except
those obligations or liabilities ranking equal to or subordinate to the
guarantees by their terms;
- equally with any other securities, liabilities or obligations that may
have equal ranking by their terms; and
- senior to all of MetLife, Inc.'s common stock.
If subordinated debt securities are issued to the applicable trust, the
terms of the trust preferred securities will provide that each holder of trust
preferred securities, by accepting the trust preferred securities, agrees to the
subordination provisions and other terms of the guarantee related to
subordination.
32
Each guarantee will constitute a guarantee of payment and not of
collection. This means that the holder of trust preferred securities may
institute a legal proceeding directly against MetLife, Inc. to enforce its
rights under the guarantee without first instituting a legal proceeding against
any other person or entity.
Each guarantee will be unsecured and, because MetLife, Inc. is principally
a holding company, will be effectively subordinated to all existing and future
liabilities of MetLife, Inc.'s subsidiaries, including liabilities under
contracts of insurance and annuities written by MetLife, Inc.'s insurance
subsidiaries. The guarantee does not limit the incurrence or issuance of other
secured or unsecured debt by MetLife, Inc.
AMENDMENTS AND ASSIGNMENT
For any changes that materially and adversely affect the rights of holders
of the related trust preferred securities, each guarantee may be amended only if
there is prior approval of the holders of more than 50% in liquidation amount of
the outstanding trust preferred securities issued by the applicable trust. All
guarantees and agreements contained in each guarantee will bind the successors,
assigns, receivers, trustees and representatives of MetLife, Inc. and will inure
to the benefit of the holders of the related trust preferred securities of the
applicable trust then outstanding.
TERMINATION
Each guarantee will terminate and will have no further force and effect as
to the related trust preferred securities upon:
- distribution of debt securities to the holders of all trust preferred
securities of the applicable trust; or
- full payment of the amounts payable upon liquidation of the applicable
trust.
Each guarantee will continue to be effective or will be reinstated, as the
case may be, if at any time any holder of the related trust preferred securities
must restore payment of any sums paid with respect to the trust preferred
securities or under the guarantee.
EVENTS OF DEFAULT
Each guarantee provides that an event of default under a guarantee occurs
upon MetLife, Inc.'s failure to perform any of its obligations under the
applicable guarantee.
The holders of a majority or more in liquidation amount of the trust
preferred securities to which any guarantee relates may direct the time, method
and place of conducting any proceeding for any remedy available to the guarantee
trustee with respect to the guarantee or may direct the exercise of any trust or
power conferred upon the guarantee trustee in respect of the guarantee.
If the guarantee trustee fails to enforce the guarantee, any holder of the
related trust preferred securities may institute a legal proceeding directly
against MetLife, Inc. to enforce the holder's rights under such guarantee
without first instituting a legal proceeding against the trust, the guarantee
trustee or any other person or entity.
Furthermore, if MetLife, Inc. fails to make a guarantee payment, a holder
of trust preferred securities may directly institute a proceeding against
MetLife, Inc. for enforcement of the preferred securities guarantee for such
payment.
The holders of a majority or more in liquidation amount of trust preferred
securities of any series may, by vote, on behalf of the holders of all the trust
preferred securities of the series, waive any past event of default and its
consequences.
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INFORMATION CONCERNING THE GUARANTEE TRUSTEE
Prior to an event of default with respect to any guarantee and after the
curing or waiving of all events of default with respect to the guarantee, the
guarantee trustee may perform only the duties that are specifically set forth in
the guarantee.
Once a guarantee event of default has occurred and is continuing, the
guarantee trustee is to exercise, with respect to the holder of the trust
preferred securities of the series, the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Unless the
guarantee trustee is offered reasonable indemnity against the costs, expenses
and liabilities which may be incurred by the guarantee trustee by a holder of
the related trust preferred securities, the guarantee trustee is not required to
exercise any of its powers under any guarantee at the request of the holder.
Additionally, the guarantee trustee is not required to expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties if the guarantee trustee reasonably believes that it is not assured
repayment or adequate indemnity.
The guarantee trustee is J.P. Morgan Trust Company, National Association
(as successor to Bank One Trust Company, N.A.), which is one of a number of
banks and trust companies with which MetLife, Inc. and its subsidiaries maintain
ordinary banking and trust relationships.
GOVERNING LAW
Each guarantee will be governed by, and construed in accordance with, the
internal laws of the State of New York, without regard to its principles of
conflicts of laws.
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PLAN OF DISTRIBUTION
MetLife, Inc. may sell the securities being offered hereby in one or more
of the following ways from time to time:
- to underwriters or dealers for resale to the public or to institutional
investors;
- directly to institutional investors; or
- through agents to the public or to institutional investors.
The prospectus supplement with respect to each series of securities will
state the terms of the offering of the securities, including:
- the name or names of any underwriters or agents;
- the purchase price of the securities and the proceeds to be received by
MetLife, Inc. or the applicable trust from the sale;
- any underwriting discounts or agency fees and other items constituting
underwriters' or agents' compensation;
- any initial public offering price;
- any discounts or concessions allowed or reallowed or paid to dealers;
and
- any securities exchange on which the securities may be listed.
If MetLife, Inc. or the trusts use underwriters in the sale, the securities
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including:
- negotiated transactions;
- at a fixed public offering price or prices, which may be changed;
- at market prices prevailing at the time of sale;
- at prices related to prevailing market prices; or
- at negotiated prices.
The securities may also be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more remarketing firms, acting as principals for their own accounts or
as agents for MetLife, Inc. or the trusts. The prospectus supplement will
identify any remarketing firm and will describe the terms of its agreement, if
any, with MetLife, Inc. or the trusts and its compensation.
Unless otherwise stated in a prospectus supplement, the obligations of the
underwriters to purchase any securities will be conditioned on customary closing
conditions and the underwriters will be obligated to purchase all of such series
of securities, if any are purchased.
If MetLife, Inc. sells the securities directly or through agents designated
by it, MetLife, Inc. will identify any agent involved in the offering and sale
of the securities and will list any commissions payable by MetLife, Inc. to the
agent in the accompanying prospectus supplement. Unless indicated otherwise in
the prospectus supplement, any such agent will be acting on a best efforts basis
to solicit purchases for the period of its appointment.
MetLife, Inc. may authorize agents, underwriters or dealers to solicit
offers by certain institutional investors to purchase securities and provide for
payment and delivery on a future date specified in an accompanying prospectus
supplement. MetLife, Inc. will describe any such arrangement in the prospectus
supplement. Any such institutional investor may be subject to limitations on the
minimum amount of
35
securities that it may purchase or on the portion of the aggregate principal
amount of such securities that it may sell under such arrangements.
Institutional investors from which may such authorized offers may be solicited
include:
- Commercial and savings banks;
- Insurance companies;
- Pension funds;
- Investment companies;
- Educational and charitable institutions; and
- Such other institutions as MetLife, Inc. may approve.
Underwriters, dealers, agents and remarketing firms may be entitled under
agreements entered into with MetLife, Inc. and/or the applicable trust, or both,
to indemnification by MetLife, Inc. against certain civil liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters, dealers, agents and remarketing firms may be
required to make. Underwriters, dealers, agents and remarketing agents may be
customers of, engage in transactions with, or perform services for MetLife,
Inc., any trust and/or MetLife, Inc.'s affiliates in the ordinary course of
business.
Each series of securities will be a new issue of securities and will have
no established trading market other than the common stock which is listed on the
New York Stock Exchange. Any common stock sold will be listed on the New York
Stock Exchange, upon official notice of issuance. The securities, other than the
common stock, may or may not be listed on a national securities exchange. Any
underwriters to whom securities are sold by MetLife, Inc. or any trust for
public offering and sale may make a market in the securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice.
Any offering of trust preferred securities will be made in compliance with
Rule 2810 of the NASD Conduct Rules.
LEGAL OPINIONS
Unless otherwise indicated in the applicable prospectus supplement, the
validity of the securities offered hereby will be passed upon for MetLife, Inc.
by Richard S. Collins, Chief Counsel -- General Corporate, of MetLife, Inc. Mr.
Collins is paid a salary by the Company, is a participant in various employee
benefit plans offered by the Company to employees generally and has options to
purchase shares of MetLife, Inc. common stock. Certain matters of Delaware law
relating to the validity of the trust preferred securities of MetLife Capital
Trust II and MetLife Capital Trust III will be passed upon for the trust by
Richards, Layton & Finger, P.A., Wilmington, Delaware, special Delaware counsel
for the trusts.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference to MetLife, Inc.'s Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
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$500,000,000
[METLIFE LOGO]
[SNOOPY LOGO]
$150,000,000 5.50% SENIOR NOTES DUE 2014
$350,000,000 6.375% SENIOR NOTES DUE 2034
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PROSPECTUS SUPPLEMENT
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CITIGROUP
WACHOVIA SECURITIES
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES
HSBC
RAMIREZ & CO., INC.
July 20, 2004
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