UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 15 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.
One Madison Avenue
New York, NY 10010-3690
(212) 578-2211
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 7, 2003
(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).
SCHEDULE 13D
CUSIP No. 59156R108 Page 2 of 11 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
--------------------------------------------------------------------------------
(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.
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned
by Each Reporting --------------------------------------------------------
Person With
(8) Shared Voting Power 369,768,886*
--------------------------------------------------------
(9) Sole Dispositive Power 0
--------------------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 369,768,886
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 48.6%
--------------------------------------------------------------------------------
(14) Type of Reporting Person OO
--------------------------------------------------------------------------------
* Unless otherwise indicated, all information relating to beneficial ownership
of the Shares by the Reporting Persons is as of October 31, 2003.
SCHEDULE 13D
CUSIP No. 59156R108 Page 3 of 11 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
369,768,886 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 369,768,886 (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 11 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 11 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As an entity, the Board of Directors of the Issuer beneficially owns
369,768,886 shares or 48.6% 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 369,768,886 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 31, 2003 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
378,209,044 to 369,768,886.
(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 11 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 7, 2003
*
-------------------------------
Robert H. Benmosche
*
-------------------------------
Curtis H. Barnette
*
-------------------------------
Gerald Clark
*
-------------------------------
John C. Danforth
*
-------------------------------
Burton A. Dole, Jr.
*
-------------------------------
James R. Houghton
*
-------------------------------
Harry P. Kamen
*
-------------------------------
Helene L. Kaplan
*
-------------------------------
John M. Keane
*
-------------------------------
Catherine R. Kinney
SCHEDULE 13D
CUSIP No. 59156R108 Page 7 of 11 Pages
*
-------------------------------
Charles M. Leighton
*
-------------------------------
Stewart G. Nagler
*
-------------------------------
John J. Phelan, Jr.
*
-------------------------------
Hugh B. Price
*
-------------------------------
Kenton J. Sicchitano
*
-------------------------------
William C. Steere, Jr.
/s/ Gwenn L. Carr
* By -----------------------
Gwenn L. Carr
Attorney-in-fact
SCHEDULE 13D
CUSIP No. 59156R108 Page 8 of 11 Pages
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange
Act of 1934, as amended, each of the undersigned agrees that the Statement
on Amendment No. 15 to Schedule 13D, to which this exhibit is attached, is
filed on his or her behalf.
Dated: November 7, 2003
*
--------------------------------
Robert H. Benmosche
*
--------------------------------
Curtis H. Barnette
*
--------------------------------
Gerald Clark
*
--------------------------------
John C. Danforth
*
--------------------------------
Burton A. Dole, Jr.
*
--------------------------------
James R. Houghton
*
--------------------------------
Harry P. Kamen
*
--------------------------------
Helene L. Kaplan
*
--------------------------------
John M. Keane
*
--------------------------------
Catherine R. Kinney
SCHEDULE 13D
CUSIP No. 59156R108 Page 9 of 11 Pages
*
--------------------------------
Charles M. Leighton
*
--------------------------------
Stewart G. Nagler
*
--------------------------------
John J. Phelan, Jr.
*
--------------------------------
Hugh B. Price
*
--------------------------------
Kenton J. Sicchitano
*
--------------------------------
William C. Steere, Jr.
/s/ Gwenn L. Carr
* By ----------------------
Gwenn L. Carr
Attorney-in-fact
SCHEDULE 13D
CUSIP No. 59156R108 Page 10 of 11 Pages
Exhibit 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gwenn L. Carr the undersigned's true and lawful attorney-in-fact,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities, to sign
amendments to a Schedule 13D with regard to the MetLife, Inc. Board of
Directors' ownership of securities of MetLife, Inc. ("Schedule 13D"), and to
file the same, with exhibits thereto and other documents related thereto, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or her substitute or substitutes may do or cause to be
done by virtue hereof. The authority of Gwenn L. Carr under this Power of
Attorney shall continue until the Board of Directors is no longer required to
file amendments to the Schedule 13D, unless earlier revoked in writing by the
undersigned.
Dated: July 22, 2003
/s/ Kenton J. Sicchitano
------------------------
Kenton J. Sicchitano
SCHEDULE 13D
CUSIP No. 59156R108 Page 11 of 11 Pages
Exhibit 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Gwenn L. Carr the undersigned's true and lawful attorney-in-fact,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities, to sign
amendments to a Schedule 13D with regard to the MetLife, Inc. Board of
Directors' ownership of securities of MetLife, Inc. ("Schedule 13D"), and to
file the same, with exhibits thereto and other documents related thereto, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or her substitute or substitutes may do or cause to be
done by virtue hereof. The authority of Gwenn L. Carr under this Power of
Attorney shall continue until the Board of Directors is no longer required to
file amendments to the Schedule 13D, unless earlier revoked in writing by the
undersigned.
Dated: November 7, 2003
/s/ John M. Keane
-----------------
John M. Keane