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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 3, 2002
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(Date of earliest event reported)
MetLife, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-15787 13-4075851
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(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
One Madison Avenue, New York, New York 10010-3690
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 578-2211
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Item 5. Other Events.
On December 3, 2002, MetLife, Inc., a Delaware corporation, entered into
(i) an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated
herein by reference), (ii) a pricing agreement relating to $400 million
aggregate principal amount of 5.375% senior notes due December 15, 2012 (the
"2012 Senior Notes") (attached hereto as Exhibit 1.2 and incorporated herein by
reference), and (iii) a pricing agreement relating to $600 million aggregate
principal amount of 6.50% senior notes due December 15, 2032 (the "2032 Senior
Notes;" the 2032 Senior Notes, together with the 2012 Senior Notes,
collectively, the "Senior Notes") (attached hereto as Exhibit 1.3 and
incorporated herein by reference), each among MetLife, Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wachovia Securities, Inc., pursuant to
which Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia
Securities, Inc. as representatives of the underwriters named in the pricing
agreements, agreed to purchase the Senior Notes from MetLife, Inc.
The Senior Notes were sold pursuant to the shelf registration statement
filed by MetLife, Inc. with the Securities and Exchange Commission on May 30,
2001 and a prospectus supplement dated December 3, 2002 and accompanying
prospectus dated June 1, 2001.
The terms of the Senior Notes are set forth in an indenture dated as of
November 9, 2001 (previously filed as an exhibit to a Form 8-K filed by MetLife,
Inc. with the Securities and Exchange Commission on November 28, 2001 and
incorporated herein by reference), as supplemented by (i) a third supplemental
indenture dated as of December 10, 2002 (attached hereto as Exhibit 4.1 and
incorporated herein by reference) and (ii) a fourth supplemental indenture
dated as of December 10, 2002 (attached hereto as Exhibit 4.2 and incorporated
herein by reference).
Item 7. Financial Statements and Exhibits.
(c) Exhibits
1.1 Underwriting Agreement dated December 3, 2002 among MetLife, Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia
Securities, Inc., as Representatives of the several Underwriters named
in the Pricing Agreements included as Exhibits 1.2 and 1.3 below.
1.2 Pricing Agreement dated December 3, 2002 among MetLife, Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia
Securities, Inc., as Representatives of the several Underwriters named
therein, relating to the 5.375% Senior Notes due December 15, 2012 (the
"2012 Senior Notes").
1.3 Pricing Agreement dated December 3, 2002 among MetLife, Inc., and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia
Securities, Inc., as Representatives of the several Underwriters named
therein, relating to the 6.50% Senior Notes due December 15, 2032 (the
"2032 Senior Notes").
4.1 Third Supplemental Indenture dated as of December 10, 2002 between
MetLife, Inc. and Bank One Trust Company, N.A., as Trustee, relating to
the 2012 Senior Notes.
4.2 Fourth Supplemental Indenture dated as of December 10, 2002 between
MetLife, Inc. and Bank One Trust Company, N.A., as Trustee, relating to
the 2032 Senior Notes.
4.3 Form of 2012 Senior Note (filed as Exhibit A to Exhibit 4.1 above).
4.4 Form of 2032 Senior Note (filed as Exhibit A to Exhibit 4.2 above).
12.1 Computation of Ratio of Earnings to Fixed Charges.
SIGNATURE
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 thereunto duly authorized.
METLIFE, INC.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Vice-President and Secretary
Date: December 17, 2002
EXHIBIT INDEX
Exhibit
Number Exhibit
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1.1 Underwriting Agreement dated December 3, 2002 among MetLife,
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Wachovia Securities, Inc., as Representatives of the
several Underwriters named in the Pricing Agreements included
as Exhibits 1.2 and 1.3 below.
1.2 Pricing Agreement dated December 3, 2002 among MetLife, Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Wachovia Securities, Inc., as Representatives of the several
Underwriters named therein, relating to the 5.375% Senior
Notes due December 15, 2012 (the "2012 Senior Notes").
1.3 Pricing Agreement dated December 3, 2002 among MetLife, Inc.,
and Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Wachovia Securities, Inc. as Representatives of the several
Underwriters named therein, relating to the 6.50% Senior Notes
due December 15, 2032 (the "2032 Senior Notes").
4.1 Third Supplemental Indenture dated as of December 10, 2002
between MetLife, Inc. and Bank One Trust Company, N.A., as
Trustee, relating to the 2012 Senior Notes.
4.2 Fourth Supplemental Indenture dated as of December 10, 2002
between MetLife, Inc. and Bank One Trust Company, N.A., as
Trustee, relating to the 2032 Senior Notes.
4.3 Form of 2012 Senior Note (filed as Exhibit A to Exhibit 4.1
above).
4.4 Form of 2032 Senior Note (filed as Exhibit A to Exhibit 4.2
above).
12.1 Computation of Ratio of Earnings to Fixed Charges.