UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 35 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MetLife, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
59156R108
(CUSIP Number)
James L. Lipscomb, Esq.
Executive Vice-President and General Counsel
MetLife, Inc.
200 Park Avenue
New York, NY 10166-0188
(212) 578-2211
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 6, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 Pages
SCHEDULE 13D
CUSIP No. 59156R108 Page 2 of 9 Pages
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(1) Names of Reporting Persons Board of Directors of MetLife, Inc.,
as an entity
I.R.S. Identification
Nos. of Above Persons Not applicable
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(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds Not Applicable. See Item 4
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(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of
Organization U.S.A.
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Number of Shares (7) Sole Voting Power 0
Beneficially Owned
by Each Reporting ---------------------------------------------------------
Person With
(8) Shared Voting Power
243,736,700*
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(9) Sole Dispositive Power 0
---------------------------------------------------------
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person
243,736,700
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares [ ]
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(13) Percent of Class Represented
by Amount in Row 11 30.6%
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(14) Type of Reporting Person OO
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* Unless otherwise indicated, all information relating to beneficial ownership
of the Shares by the Reporting Persons is as of October 31, 2008.
SCHEDULE 13D
CUSIP No. 59156R108 Page 3 of 9 Pages
Items 4, 5 and 7 are amended as set forth below:
ITEM 4. PURPOSE OF TRANSACTION.
The Board of Directors is reporting beneficial ownership of
243,736,700 shares of Common Stock (the "Shares") held by the MetLife
Policyholder Trust (the "Trust") under the Plan of Reorganization, dated
September 28, 1999, as amended (the "Plan"), of Metropolitan Life Insurance
Company ("MetLife").
On April 7, 2000, 494,466,664 Shares were issued to the Trust
pursuant to Section 5.2(d) of the Plan, a copy of which is filed as an exhibit
to this statement. No consideration has been separately provided therefor by any
member of the Board of Directors, except for Shares allocated to such member
pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries (i)
under the Purchase and Sale Program provided for by the Trust Agreement (as
defined below), and (ii) pursuant to the Split-off (as defined below) have
resulted in a decrease in the number of Shares held by the Trust from
494,466,664 to 243,736,700 (as adjusted to reflect refinements in the
calculation of the number of Shares issued to the Trust under the Plan).
Under the Plan and the MetLife Policyholder Trust Agreement, dated
as of November 3, 1999 (as amended, the "Trust Agreement"), by and among
MetLife, the Issuer, Wilmington Trust Company (the "Trustee") and ChaseMellon
Shareholder Services, L.L.C., as custodian (now known as Mellon Investor
Services LLC, the "Custodian"), a copy of which is attached as an exhibit to
this statement, certain eligible policyholders of MetLife ("Trust Eligible
Policyholders") have been allocated a number of interests in the Trust ("Trust
Interests") equal to the number of shares of Common Stock allocated to the Trust
Eligible Policyholders in accordance with the Plan. The assets of the Trust
principally are the Shares issued to the Trust for the benefit of the Trust
Eligible Policyholders and permitted transferees (collectively, the
"Beneficiaries"). The Shares are held in the name of the Trustee, on behalf of
the Trust, which has legal title over the Shares. The Beneficiaries do not have
legal title to any part of the assets of the Trust. The Trust Interests
represent undivided fractional interests in the Shares and other assets of the
Trust beneficially owned by a Trust Beneficiary through the Custodian.
The Trust Agreement provides the Trustee with directions as to the
manner in which to vote, assent or consent the Shares at all times during the
term of the Trust. On all matters brought for a vote before the stockholders of
the Issuer, with the exception of a Beneficiary Consent Matter (as defined
below), the Trustee will vote in accordance with the recommendation given by the
Board of Directors of the Issuer to its stockholders or, if no such
recommendation is given, as directed by the Board. On all Beneficiary Consent
Matters, the Trustee will vote all of the Shares in favor of, in opposition to
or abstain from the matter in the same ratio as the Trust Interests of the
Beneficiaries that returned voting instructions to the Trustee indicated
preferences for voting in favor of, in opposition to or abstaining from such
matter. The Trust Agreement also contains provisions allowing Beneficiaries to
instruct the Custodian to withdraw their allocated Trust Shares to participate
in any tender or exchange offer for the Common Stock and to make any cash or
share election, or perfect any dissenter's rights, in connection with a merger
of the Issuer.
SCHEDULE 13D
CUSIP No. 59156R108 Page 4 of 9 Pages
A "Beneficiary Consent Matter" is:
(i) a contested election of directors or, subject to certain conditions,
the removal of a director,
(ii) a merger or consolidation, a sale, lease or exchange of all or
substantially all of the assets or a recapitalization or dissolution
of the Issuer, if it requires a vote of stockholders under
applicable Delaware law,
(iii) any transaction that would result in an exchange or conversion of
the Shares for cash, securities or other property,
(iv) issuances of Common Stock prior to the first anniversary of the
effective date of the Plan (the "Effective Date") at a price
materially below the prevailing market price, if a vote is required
to approve the issuance under Delaware law, other than issuances in
an underwritten public offering or pursuant to an employee benefit
plan,
(v) before the first anniversary of the Effective Date, any matter that
requires approval by a vote of more than a majority of the
outstanding stock of the Issuer entitled to vote thereon under
Delaware law or the certificate of incorporation or the by-laws of
the Issuer, and any amendment to the certificate of incorporation or
by-laws of the Issuer that is submitted to a vote of stockholders
for approval, and
(vi) proposals submitted to stockholders requiring the Board of Directors
to amend the Issuer's Stockholder Rights Plan, or redeem rights
under that plan, other than a proposal with respect to which the
Issuer 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.
The Trust Agreement contains provisions enabling the
Beneficiaries to withdraw the Shares allocated to them under the Plan and the
Trust Agreement for resale or otherwise and to receive dividends on such Shares.
On September 12, 2008, the Issuer completed a tax-free
split-off (the "Split-off") of its majority-owned subsidiary, Reinsurance Group
of America, Incorporated ("RGA"). The Issuer and RGA entered into a
recapitalization and distribution agreement, a copy of which is attached as an
exhibit to this statement, pursuant to which the Issuer agreed to divest
substantially all of its 52% interest in RGA to the Issuer's stockholders. The
Split-off was effected through the following:
- A recapitalization of RGA common stock into two classes of common stock --
RGA class A common stock and RGA class B common stock. Pursuant to the
terms of the recapitalization, each outstanding share of RGA common stock,
including the 32,243,539 shares of RGA common stock beneficially owned by
the Issuer and its subsidiaries, was reclassified as one share of RGA
class A common stock. Immediately thereafter, the Issuer and its
subsidiaries exchanged 29,243,539 shares of its RGA class A common stock
-- which represented all of the RGA class A common stock beneficially
owned by the Issuer and its subsidiaries other than 3,000,000 shares of
RGA class A common stock -- with RGA for 29,243,539 shares of RGA class B
common stock.
- An exchange offer, pursuant to which the Issuer offered to acquire its
common stock from its stockholders in exchange for all of its 29,243,539
shares of RGA class B common stock. The exchange ratio was 1.2663 shares
of RGA class B common stock for one share of the Issuer's common stock.
This ratio was determined based upon a ratio -- as more specifically
described in the exchange offering document -- of the value of the Issuer
and RGA shares during the three-day period prior to the closing of the
exchange offer. The 3,000,000 shares of RGA class A common stock were not
subject to the tax free exchange.
As a result of completion of the recapitalization and exchange offer, the
Issuer received from its stockholders 23,093,689 shares of the Issuer's common
stock, including 1,781,272 shares of the Issuer's common stock pursuant to
instructions from the Beneficiaries and, in exchange, delivered 29,243,539
shares of RGA class B common stock. The disposition of RGA resulted in the
elimination of the Company's Reinsurance segment.
SCHEDULE 13D
CUSIP No. 59156R108 Page 5 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As an entity, the Board of Directors of the Issuer beneficially owns
243,736,700 shares or 30.6% of the Issuer's outstanding Common Stock. The
Board of Directors of the Issuer is deemed to beneficially own the shares
of Common Stock held by the Trust because the Board will direct the voting
of these shares on certain matters submitted to a vote of stockholders.
See Item 4.
(b) As an entity, the Board of Directors of the Issuer has shared voting power
with respect to 243,736,700 shares of Common Stock.
(c) Except as described in Item 4, there were no transactions in the class of
securities reported on that were effected by the Reporting Persons since
July 30, 2008 other than (i) transactions by Beneficiaries under the
Purchase and Sale Program provided for by the Trust Agreement, and (ii)
pursuant to the Split-off, resulting in a decrease in the number of
shares of Common Stock held by the Trust from 251,874,705 to 243,736,700.
(d) The Beneficiaries of the Trust have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the Shares allocated to them under the Plan and the Trust Agreement. See
Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 4 Recapitalization and Distribution Agreement, dated as of June
1, 2008, by and between MetLife, Inc. and Reinsurance Group of
America, Incorporated (incorporated by reference to Amendment No.
14 to the Schedule 13D dated June 2, 2008 filed by MetLife, Inc.,
Metropolitan Life Insurance Company, GenAmerica Financial, LLC
and General American Life Insurance Company)
Exhibit 99.1 Joint Filing Agreement under Rule 13d-1(k)(l)
SCHEDULE 13D
CUSIP No. 59156R108 Page 6 of 9 Pages
SIGNATURES.
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: November 6, 2008
*
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C. Robert Henrikson
*
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Sylvia Mathews Burwell
*
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Eduardo Castro-Wright
*
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Burton A. Dole, Jr.
*
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Cheryl W. Grise
*
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R. Glenn Hubbard
*
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John M. Keane
*
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James M. Kilts
SCHEDULE 13D
CUSIP No. 59156R108 Page 7 of 9 Pages
*
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Hugh B. Price
*
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David Satcher, M.D.
*
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Kenton J. Sicchitano
*
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William C. Steere, Jr.
*
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Lulu C. Wang
* By /s/ Gwenn L. Carr
-------------------------
Gwenn L. Carr
Attorney-in-fact