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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 15, 2005
METLIFE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-15787 13-4075851
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
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200 PARK AVENUE, NEW YORK, NEW YORK 10166-0188
(Address of principal executive offices) (Zip Code)
(212) 578-2211
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS
On June 15, 2005, MetLife, Inc., a Delaware corporation ("MetLife"),
entered into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and
incorporated herein by reference), and (ii) a pricing agreement (attached hereto
as Exhibit 1.2 and incorporated herein by reference) (the "Pricing Agreement")
relating to 72,000,000 Units of its 6.375% Common Equity Units (the "Common
Equity Units"), each among MetLife, Banc of America Securities LLC and Goldman,
Sachs & Co., as representatives of the several underwriters (the
"Underwriters"), pursuant to which the Underwriters agreed to purchase the
Common Equity Units from MetLife. On June 17, 2005, the Underwriters exercised
their option under the Pricing Agreement to purchase an additional 10,800,000
Common Equity Units.
The Common Equity Units are being offered and sold pursuant to the shelf
registration statement on Form S-3 (File Nos. 333-124358, 333-124358-01 and
333-124358-02 under the Securities Act) filed with the U.S. Securities and
Exchange Commission (the "Commission") on April 27, 2005, and a prospectus
supplement dated June 15, 2005 (the "Prospectus Supplement"). The terms of the
Common Equity Units are set forth in the Prospectus Supplement (previously filed
with the Commission pursuant to Rule 424(b)(5) under the Securities Act).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1.1 Underwriting Agreement dated June 15, 2005 among MetLife, Inc. and the
Underwriters.
1.2 Pricing Agreement dated June 15, 2005 among MetLife, Inc. and the
Underwriters, relating to the 6.375% Common Equity Units.
SIGNATURES
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 hereunto duly authorized.
MetLife, Inc.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and
Secretary
Date: June 21, 2005
EXHIBIT INDEX
1.1 Underwriting Agreement dated June 15, 2005 among MetLife, Inc. and the
Underwriters.
1.2 Pricing Agreement dated June 15, 2005 among MetLife, Inc. and the
Underwriters, relating to the 6.375% Common Equity Units.