REGISTRATION STATEMENT NO. 033-33691
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 22
METLIFE INSURANCE COMPANY OF CONNECTICUT
(Exact name of registrant as specified in its charter)
CONNECTICUT
(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification Number: 06-0566090
1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910
(860) 656-3000
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
James L. Lipscomb, Esq.
Executive Vice President and General Counsel
MetLife Insurance Company of Connecticut
1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910,
(860) 656-3000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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COPIES TO:
DIANE E. AMBLER, ESQ.
K&L GATES LLP
1601 K STREET, N.W.
WASHINGTON, D.C. 20006
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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METLIFE INSURANCE COMPANY OF CONNECTICUT
CROSS REFERENCE SHEET
T-MARK
<Table>
<Caption>
ITEM NO. FORM S-1 REGISTRATION ITEM LOCATION IN PROSPECTUS
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1 Forepart of the Registration Statement and Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus Cover Page
2 Inside Front and Outside Back Cover Pages Front and Back Cover Pages
of Prospectus
3 Summary Information, Risk Factors and Summary ;Charges and Deductions
Ratio of Earnings to Fixed Charges
4 Use of Proceeds The Contract
5 Determination of Offering Price Purchase Payment
6 Dilution N/A
7 Selling Security Holders N/A
8 Plan of Distribution Distribution of the Contracts
9 Description of Securities to be Registered Summary; The Contract
10 Interests of Named Experts and Counsel Experts, Legal Opinion
11 Information with Respect to Registrant The Insurance Company
11A Material Changes
12 Incorporation of Certain Information by Incorporation of Certain Documents by
Reference Reference
12A Disclosure of Commission Position on See Part II -- Item 14
Indemnification for Securities Act
Liabilities
13 N/A N/A
</Table>
METLIFE INSURANCE COMPANY OF CONNECTICUT
T-MARK
FOR USE WITH ANNUITY CONTRACTS
This Registration Statement incorporates by reference the following documents:
The Prospectus for T-MARK dated April 28, 2008 included in Post-Effective
Amendment No. 20 to the Registration Statement on Form S-1, File No. 033-33691,
filed with the Securities and Exchange Commission on April 9, 2008.
The final Prospectus for T-MARK dated April 28, 2008, filed with the Securities
and Exchange Commission on April 30, 2008 pursuant to Rule 424(B) under the
Securities Act of 1933 in connection with Registration Statement No. 033-33691.
The Supplement dated October 2, 2008 to the T-MARK Prospectus dated April 28,
2008, filed with the Securities and Exchange Commission on October 2, 2008
pursuant to Rule 424(B) under the Securities Act of 1933 in connection with
Registration Statement No. 033-33691.
The Supplement dated December 19, 2008 to the T-MARK Prospectus dated April 28,
2008, filed with the Securities and Exchange Commission on December 19, 2008
pursuant to Rule 424(B) under the Securities Act of 1933 in connection with
Registration Statement No. 033-33691.
You can obtain a copy of the April 28, 2008 Prospectus and the supplements
referenced herein, by writing to MetLife Insurance Company of Connecticut, 1300
Hall Boulevard, Bloomfield, Connecticut 06002-2910.
T-MARK
SINGLE PURCHASE PAYMENT MODIFIED GUARANTEED ANNUITY CONTRACT
ISSUED BY
METLIFE INSURANCE COMPANY OF CONNECTICUT
SUPPLEMENT DATED JANUARY , 2009, TO THE PROSPECTUS DATED APRIL 28, 2008
This supplement updates information in, and should be read in conjunction with,
the prospectus dated April 28, 2008, describing your single purchase payment
modified guaranteed annuity contract (the "Contract"). You can obtain a copy of
the April 28, 2008 prospectus by writing to MetLife Insurance Company of
Connecticut, 1300 Hall Boulevard, Bloomfield, Connecticut 06002-2910.
* * * * *
The following information replaces the section entitled "Information
Incorporated By Reference" on page 28 of the prospectus:
Under the Securities Act of 1933, the Company has filed with the Securities and
Exchange Commission ("SEC") a registration statement (the "Registration
Statement") relating to the Contracts offered by this prospectus. This
prospectus has been filed as a part of the Registration Statement and does not
contain all of the information set forth in the Registration Statement and the
exhibits, and reference is hereby made to such Registration Statement and
exhibits for further information relating to the Company and the Contracts.
The Company's annual report on Form 10-K was filed with the SEC on March 27,
2008 via EDGAR File No. 033-03094. The Company filed an amended annual report on
Form 10-K/A with respect to Items 7, 7A, 8 and 9A(T) on Form 10-K with the SEC
on May 14, 2008 via EDGAR File No. 033-03094. The Form 10-K, as amended by Form
10-K/A, contains information for the period ended December 31, 2007 about the
Company, including consolidated audited financial statements for the Company's
latest fiscal year. The Company also filed Forms 8-K on April 3, 2008, May 12,
2008 and January 21, 2009 via EDGAR File No. 033-03094. The Form 10-K and
10-K/A, as updated by the three Form 8-Ks, are incorporated by reference into
this prospectus. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act (such as quarterly and periodic reports) or
proxy or information statements filed pursuant to Section 14 of the Exchange Act
since the end of the fiscal year ending December 31, 2007 are also incorporated
by reference into this prospectus. We are not incorporating by reference, in any
case, any documents or information deemed to have been furnished and not filed
in accordance with SEC rules.
There have been no material changes in the Company's affairs which have occurred
since the end of the latest fiscal year for which audited consolidated financial
statements were included in the latest Form 10-K/A or which have not been
described in a Form 10-Q or Form 8-K filed by the Company under the Exchange
Act.
If requested, the Company will furnish, without charge, a copy of any and all
of the reports or documents that have been incorporated by reference into this
prospectus. You may direct your requests to the Company at, 1300 Hall Boulevard
Bloomfield, CT 06002-2910. The telephone number is 1-800-599-9460. You may also
access the incorporated reports and other documents at www.metlife.com
You may also read and copy any materials that the Company files with the SEC at
the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-202-551-8090. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC at (http://www.sec.gov).
The following information replaces the section entitled "Experts" on page 29 of
the prospectus:
Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Contracts described in this prospectus and the
organization of the Company, its authority to issue such Contracts under
Connecticut law and the validity of the forms of the Contracts under Connecticut
law have been passed on by legal counsel for the Company.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements and the related financial statement
schedules, incorporated by reference in this Registration Statement for the year
ended December 31, 2007 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report, dated
March 26, 2008 (May 14, 2008, as to Note 20 and January 21, 2009, as to Note 21)
incorporated by reference (which expresses an unqualified opinion and includes
explanatory paragraphs regarding changes in MetLife Insurance Company of
Connecticut and subsidiaries' method of accounting for deferred acquisition
costs as required by accounting guidance adopted on January 1, 2007, and the
restatement of the 2007 consolidated financial statements). Such financial
statements and financial statement schedules are incorporated by reference in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
1300 Hall Boulevard Telephone: (800) 599-9460
Bloomfield, CT 06002-2910
Book 27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimate of Printing Costs: $4,000
Cost of Independent Registered Public Accounting Firm: $6,600
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's parent, MetLife, Inc. ("MetLife") has secured a Financial
Institutions Bond in the amount of $50,000,000, subject to a $5,000,000
deductible. MetLife also maintains Directors' and Officers' Liability insurance
coverage with limits of $400 million under which the Registrant and Registrant's
underwriter, as well as certain other subsidiaries of MetLife are covered. A
provision in MetLife, Inc.'s by-laws provides for the indemnification (under
certain circumstances) of individuals serving as directors or officers of
certain organizations, including the Depositor and the Underwriter.
Sections 33-770 et seq. inclusive of the Connecticut General Statutes ("C.G.S.")
regarding indemnification of directors and officers of Connecticut corporations
provides in general that Connecticut corporations shall indemnify their
officers, directors and certain other defined individuals against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses actually
incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.
C.G.S. Section 33-778 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or lesser
than that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed upon basis.
RULE 484 UNDERTAKING
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Between November 24, 2008, and January 16, 2009, the Company sold approximately
$966 million in unregistered interests in the MetLife Target Maturity Contract.
Between July 1, 2007, and January 16, 2009, the Company sold approximately $103
million in unregistered interests in the Company's Unallocated Group Variable
Annuity Contract.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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1. Distribution and Principal Underwriting Agreement. (Incorporated herein by
reference to Exhibit 1 to the Registration Statement on Form S-2, File No.
333-51804 filed December 14, 2000.)
1(a). Agreement and Plan of Merger dated as of October 20, 2006. (Incorporated
herein by reference to Exhibit 1(a) to the Registration Statement on Form S-1,
File No. 333-138472 filed on November 7, 2006.)
2. None.
3. Charter of The Travelers Insurance Company, as amended on October 19, 1994.
(Incorporated herein by reference to Exhibit 3(a) to the Registration
Statement on Form N-4, File No. 333-40193 filed November 17, 1997).
3(a). By-Laws of The Travelers Insurance Company, as amended on October 20, 1994.
(Incorporated herein by reference to Exhibit 3(b)(i) to the Registration
Statement Form S-2, File No. 033-58677, filed via Edgar on April 18, 1995).
3(a)(i). Certificate of Amendment of the Charter as Amended and Restated of The
Travelers Insurance Company effective May 1, 2006. (Incorporated herein by
reference to Exhibit 6(c) to Post-Effective Amendment No. 14 to The Travelers
Fund ABD for Variable Annuities Registration Statement on Form N-4, File Nos.
033-65343/811-07465 filed April 6, 2006.)
4. Contracts. (Incorporated herein by reference to Exhibit 4 to Post-Effective
Amendment No. 8 to the Registration Statement on Form S-2 , File No. 033-33691
filed April 29, 1996.)
4(a). Company Name Change Endorsement. (Incorporated herein by reference to Exhibit
4(c) to Post-Effective Amendment No. 14 to the Registration Statement on Form
N-4, File No. 033-65343/811-07465 filed April 7, 2006.)
4(b). None
4(c). Individual Retirement Annuity Qualification Rider. L-22445 1-08. Filed on Form
S-1, file number 033-33691 on April 9, 2008.
4(d). Individual Non-Qualified Annuity Endorsement. L-22480 8-07. Filed on Form S-1,
file number 033-33691 on April 9, 2008.
4(e). Roth Individual Retirement Annuity ("Roth Ira") Endorsement. L-22481 1-08.
Filed on Form S-1, file number 033-33691 on April 9, 2008.
5. Opinion re: Legality of Shares. (Incorporated herein by reference to Exhibit 5
to Post-Effective Amendment No. 10 to the Registration Statement on Form S-2,
File No. 33-33691, filed April 9, 1998.)
8. None.
9. None.
10. Master Retail Sales Agreement (MLIDC). (Incorporated herein by reference to
Exhibit 3(d) to Post-Effective Amendment No. 16 to MetLife of CT Fund ABD for
Variable Annuities to the Registration Statement on Form N-4, File No. 033-
65343/811-07465 filed April 4, 2007.)
11. None.
12. None.
13. None.
15. None.
16. None.
23. Consent of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm. Filed herewith.
23(b). Consent of Counsel. (Incorporated herein by reference to Exhibit 5 to Post-
Effective Amendment No. 10 to the Registration Statement on Form S-2, File No.
33-33691 filed April 9, 1998.)
24. Powers of Attorney authorizing Michele H. Abate, Paul G. Cellupica, Richard S.
Collins, John E. Connolly, Jr., James L. Lipscomb, Gina C. Sandonato, Myra L.
Saul, and Marie C. Swift to act as signatory for Michael K. Farrell, William
J. Mullaney, Lisa M. Weber, Stanley J. Talbi, and Joseph J. Prochaska, Jr.
Filed on Form S-1, file number 033-33691 on April 9, 2008.
25. None.
</Table>
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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26. None.
27. None.
(b). Financials pursuant to Regulation S-X -- Incorporated by reference to Form 10-
K/A for the fiscal year ended December 31, 2007 (File No. 033-03094) as filed
with the Commission on May 14, 2008 (Accession No. 0000950123-08-005674), and
Forms 8-K (File No. 033-03094) as filed with the Commission on April 3, 2008
(Accession-No. 0000950123-08-003759), May 12, 2008 (Accession No. 0000950123-
08-005517) and Form 8-K (File No. 033-03094) as filed with the Commission on
January 21, 2009 (Accession No. 0000950123-09-000926).
</Table>
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of
Regulation S-K:
1. To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this registration
statement:
i. to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
ii. to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price set represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement, and
iii. to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes as follows, pursuant to Item 512(h)
of Regulation S-K:
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Bloomfield, State of Connecticut, on January 23,
2009.
MetLife Insurance Company of Connecticut
(Registrant)
By: /s/ BENNETT KLEINBERG
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Vice President & Actuary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on January 23 , 2009.
<Table>
/s/ *MICHAEL K. FARRELL Director and President
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(Michael K. Farrell)
/s/ *WILLIAM J. MULLANEY Director
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(William J. Mullaney)
/s/ *LISA M. WEBER Director
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(Lisa M. Weber)
/s/ *STANLEY J. TALBI Executive Vice President and Chief
- --------------------------------------------- Financial Officer
(Stanley J. Talbi)
/s/ *JOSEPH J. PROCHASKA, JR. Executive Vice President and Chief
- --------------------------------------------- Accounting Officer
(Joseph J. Prochaska, Jr.)
*By: /s/ MYRA L. SAUL
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Myra L. Saul, Attorney-in-Fact
</Table>
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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23 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm
</Table>