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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: November 21, 2003
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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 November 18, 2003, MetLife, Inc., a Delaware corporation, entered
into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and
incorporated herein by reference) and (ii) a pricing agreement relating to $200
million aggregate principal amount of 5.875% senior notes due November 21, 2033
(the "Senior Notes") (attached hereto as Exhibit 1.2 and incorporated herein by
reference), each between MetLife, Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, pursuant to which Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the underwriters named in the pricing
agreement, agreed to purchase the Senior Notes from MetLife, Inc.
The Senior Notes were sold pursuant to the registration statement on
Form S-3 (File Nos. 333-61282, 333-61282-01 and 333-61282-02) (the "Registration
Statement") filed by MetLife, Inc. with the Securities and Exchange Commission
on May 18, 2001, as amended on May 30, 2001, and a prospectus supplement dated
November 18, 2003 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 a fifth supplemental
indenture dated as of November 21, 2003 (attached hereto as Exhibit 4.1 and
incorporated herein by reference).
Item 7. Financial Statements and Exhibits.
The following documents are filed with reference to and hereby
incorporated by reference into the Registration Statement.
(c) Exhibits
1.1 Underwriting Agreement dated November 18, 2003 between MetLife, Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representative of the underwriters named in the Pricing Agreement
included as Exhibit 1.2 below.
1.2 Pricing Agreement dated November 18, 2003 between MetLife, Inc. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative
of the underwriters named therein, relating to the Senior Notes.
4.1 Fifth Supplemental Indenture dated as of November 21, 2033 between
MetLife, Inc. and J.P. Morgan Trust Company, National Association (as
successor to Bank One Trust Company, N.A.), as trustee, relating to the
Senior Notes.
4.2 Form of Senior Note (filed as Exhibit A to Exhibit 4.1 above).
5.1 Opinion of James L. Lipscomb, Esq.
23.1 Consent of James L. Lipscomb, Esq. (included in Exhibit 5.1)
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: November 21, 2003
EXHIBIT INDEX
Exhibit
Number Exhibit
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1.1 Underwriting Agreement dated November 18, 2003 between
MetLife, Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the underwriters named in
the Pricing Agreement included as Exhibit 1.2 below.
1.2 Pricing Agreement dated November 18, 2003 between MetLife,
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as representative of the underwriters named therein, relating
to the Senior Notes.
4.1 Fifth Supplemental Indenture dated as of November 21, 2003
between MetLife, Inc. and J.P. Morgan Trust Company, National
Association (as successor to Bank One Trust Company, N.A.), as
trustee, relating to the Senior Notes.
4.2 Form of Senior Note (filed as Exhibit A to Exhibit 4.1 above).
5.1 Opinion of James L. Lipscomb, Esq.
23.1 Consent of James L. Lipscomb, Esq. (included in Exhibit 5.1)