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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 11, 2006
MetLife Insurance Company of Connecticut
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(Exact Name of Registrant as Specified in Its Charter)
Connecticut
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(State or Other Jurisdiction of Incorporation)
33-03094 06-0566090
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(Commission File Number) (IRS Employer Identification No.)
One Cityplace, Hartford, Connecticut 06103-3415
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(Address of Principal Executive Offices) (Zip Code)
860-308-1000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 11, 2006, MetLife Insurance Company of Connecticut, a
Connecticut corporation (the "Company"), and MetLife Investors Group, Inc., a
Delaware corporation ("MLIG"), both subsidiaries of MetLife, Inc. ("MetLife"),
entered into a Transfer Agreement (the "Transfer Agreement"), pursuant to which
the Company agreed to acquire all of the outstanding stock of MetLife Investors
USA Insurance Company ("MLI USA"), a Delaware stock life insurance company, from
MLIG in exchange for 4,595,317 shares of the Company's common stock, par value
$2.50 per share. The transaction will have economic effect as if it occurred on
October 1, 2006. The principle used in determining the consideration was to
value each of the Company and MLI USA, and exchange shares based on those
valuations. The transaction closed on October 11, 2006, resulting in 34,595,317
shares outstanding of the Company, of which MLIG holds 4,595,317 shares, with
the remaining shares held by MetLife.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As described in Item 1.01 of this Form 8-K, on October 11, 2006, the
Company acquired all of the outstanding stock of MLI USA pursuant to the
Transfer Agreement. Reference is made to the description of the transaction
provided in Item 1.01, which description is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be
filed by amendment no later than 71 calendar days after the date this
Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) of Form
8-K will be filed by amendment no later than 71 calendar days after
the date this Current Report on Form 8-K is required to be filed.
(c) Not applicable.
(d) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and
Secretary
Date: October 12, 2006