UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9 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)
Gary A. Beller, Esq.
Senior Executive Vice-President and General Counsel
MetLife, Inc.
One Madison Avenue
New York, NY 10010-3690
(212) 578-2211
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2002
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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
S.S. or I.R.S. Identification
Nos. of Above Persons Not applicable
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(2) Check the Appropriate Box (a) [ ]
if 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
PersonWith (8) Shared Voting Power 407,065,081*
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(9) Sole Dispositive Power 0
-------------------------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 407,065,081
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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 57.6%
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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 April 30, 2002.
SCHEDULE 13D
CUSIP No. 59156R108 Page 3 of 9 Pages
Items 4 and 5 are amended as set forth below:
ITEM 4. PURPOSE OF TRANSACTION.
The Board of Directors is reporting beneficial ownership of 407,065,081
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 under the
Purchase and Sale Program provided for by the Trust Agreement (as defined below)
have resulted in a decrease in the number of Shares held by the Trust from
494,466,664 to 407,065,081 (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 (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.
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
407,065,081 shares or 57.6% 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 407,065,081 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
February 28, 2002 other than transactions by Beneficiaries under the
Purchase and Sale Program provided for by the Trust Agreement, resulting in
a decrease in the number of shares of Common Stock held by the Trust from
410,921,596 to 407,065,081.
(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.
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: May 15, 2002
*
-------------------
Robert H. Benmosche
*
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Curtis H. Barnette
*
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Gerald Clark
*
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John C. Danforth
*
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Burton A. Dole, Jr.
*
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James R. Houghton
*
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Harry P. Kamen
*
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Helene L. Kaplan
*
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Catherine R. Kinney
SCHEDULE 13D
CUSIP No. 59156R108 Page 7 of 9 Pages
*
-------------------
Charles M. Leighton
*
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Stewart G. Nagler
*
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John J. Phelan, Jr.
*
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Hugh B. Price
*
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William C. Steere, Jr.
* By /s/ Gwenn L. Carr
-----------------
Gwenn L. Carr
Attorney-in-fact