UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 44 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)
Nicholas D. Latrenta
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)
February 24, 2011
(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 10 Pages
Page 2 of 10 Pages
SCHEDULE 13D
CUSIP No. 59156R108
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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 220,255,199*
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(9) Sole Dispositive Power 0
---------------------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 220,255,199
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares [X]
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(13) Percent of Class Represented
by Amount in Row 11 22.3%
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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 February 18, 2011.
Page 3 of 10 Pages
SCHEDULE 13D
CUSIP No. 59156R108
Items 4 and 5 are amended as set forth below:
ITEM 4. PURPOSE OF TRANSACTION.
The Board of Directors is reporting beneficial ownership of
220,255,199 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 attached 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 Issuer's split-off of
Reinsurance Group of America, Incorporated, in September 2008, have resulted in
a decrease in the number of Shares held by the Trust from 494,466,664 to
220,255,199 (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.
Page 4 of 10 Pages
SCHEDULE 13D
CUSIP No. 59156R108
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.
Page 5 of 10 Pages
SCHEDULE 13D
CUSIP No. 59156R108
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As an entity, the Board of Directors of the Issuer beneficially owns
220,255,199 shares or 22.3% 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.
In connection with the Issuer's acquisition of American Life Insurance
Company from ALICO Holdings LLC ("ALICO Holdings"), a subsidiary of
American International Group, Inc. ("AIG"), and Delaware American Life
Insurance Company from AIG (collectively, the "Acquisition"), the Issuer,
ALICO Holdings and AIG entered into an Investor Rights Agreement, dated as
of November 1, 2010, setting forth the rights and obligations of the
parties with respect to 78,239,712 shares of Common Stock and other
securities of the Issuer issued to ALICO Holdings as consideration for the
Acquisition. Pursuant to the Investor Rights Agreement, ALICO Holdings and
AIG agreed, and certain permitted transferees of such securities will
agree, to vote any and all of the securities of the Issuer that were
received as part of the consideration for the Acquisition, and all shares
received or to be received upon conversion or settlement of securities
included in such consideration (collectively, "Covered Securities"), in
the same proportion as the shares of Common Stock or such other voting
securities voted by all other holders of the Issuer's Common Stock and
other voting securities (the "Voting Covenant"). The foregoing description
of the Investor Rights Agreement is not complete and is qualified by
reference to the Investor Rights Agreement, which is filed as Exhibit 99.2
hereto and incorporated herein by reference.
As a result of the Voting Covenant (a) the issuance of the Covered
Securities has had, and will have, no effect on the relative voting powers
of the Issuer's existing stockholders, including the Reporting Persons,
and (b) so long as and to the extent that Covered Securities are held by
persons bound by the Voting Covenant, the percentage of votes cast at the
direction of the Reporting Persons is and will effectively be the same as
it would be if the Covered Securities entitled to vote on the matter were
not considered to be outstanding for purposes of such vote. Accordingly,
the Reporting Persons disclaim beneficial ownership of any of the Covered
Securities. As a result, the aggregate amount of shares specified in Rows
8 and 11 excludes the Covered Securities.
(b) As an entity, the Board of Directors of the Issuer has shared voting power
with respect to 220,255,199 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
November 1, 2010 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 223,835,486 to 220,255,199.
(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 99.1 Joint Filing Agreement under Rule 13d-1(k)(1)
Exhibit 99.2 Investor Rights Agreement dated as of November 1, 2010 among
MetLife, Inc. (the "Issuer"), ALICO Holdings LLC and AIG
International Group, Inc. (Incorporated by reference to
Exhibit 4.1 to the Issuer's Current Report on Form 8-K
filed November 2, 2010).
Page 6 of 10 Pages
SCHEDULE 13D
CUSIP No. 59156R108
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: February 24, 2011
*
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C. Robert Henrikson
*
----------------------------
Sylvia Mathews Burwell
*
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Eduardo Castro-Wright
*
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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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Alfred F. Kelly, Jr.
*
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James M. Kilts
*
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Catherine R. Kinney
Page 7 of 10 Pages
SCHEDULE 13D
CUSIP No. 59156R108
*
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Hugh B. Price
*
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David Satcher, M.D.
*
----------------------------
Kenton J. Sicchitano
*
----------------------------
Lulu C. Wang
* By /s/ Nicholas D. Latrenta
-------------------------
Nicholas D. Latrenta
Attorney-in-fact
Page 8 of 10 Pages
Exhibit Index
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99.1 Joint Filing Agreement under Rule 13d-1(K)(l)
99.2 Investor Rights Agreement dated as of November 1, 2010 among MetLife, Inc.
(the "Issuer"), ALICO Holdings LLC and AIG International Group, Inc.
(Incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on
Form 8-K filed November 2, 2010).