-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ETktzIZLTzmcjLxKyRiiu1Jk0Il4/p0S/duKRydB49CUDutbPbGq9xTJA6+G6DYP 4heSWtialQq8/4LVEA01sA== 0000950123-02-008074.txt : 20020814 0000950123-02-008074.hdr.sgml : 20020814 20020814181034 ACCESSION NUMBER: 0000950123-02-008074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INC CENTRAL INDEX KEY: 0001099219 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 134075851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15787 FILM NUMBER: 02738132 BUSINESS ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010-3690 8-K 1 y63244e8vk.txt METLIFE, INC. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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: August 14, 2002 -------------------------------- (Date of earliest event reported) MetLife, Inc. ------------- (Exact name of registrant as specified in its charter) Delaware 1-15787 13-4075851 - ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) One Madison Avenue, New York, New York 10010-3690 ------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 578-2211 -------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. 99.1 Press Release of MetLife, Inc., dated August 14, 2002. 99.2 Statement Under Oath of Principal Executive Officer pursuant to Securities and Exchange Commission Order No.4-460. 99.3 Statement Under Oath of Principal Financial Officer pursuant to Securities and Exchange Commission Order No.4-460. 99.4 Certification by Chief Executive Officer of Periodic Financial Report pursuant to 18 U.S.C. Section 1350. 99.5 Certification by Chief Financial Officer of Periodic Financial Report pursuant to 18 U.S.C. Section 1350. Item 9. Regulation FD Disclosure. On August 14, 2002, MetLife Inc., a Delaware corporation, announced that its Chairman, President and Chief Executive Officer, Robert H. Benmosche, and Vice Chairman and Chief Financial Officer, Stewart G. Nagler, submitted sworn statements today to the U.S. Securities and Exchange Commission (SEC) certifying certain SEC filings made by the Company in 2002. These certifications were submitted in accordance with SEC Order No.4-460. In addition, the Company submitted today to the SEC certifications by each of Messrs. Benmosche and Nagler of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. These certifications were submitted in accordance with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Copies of the press release, the sworn statements and certifications of Messrs. Benmosche and Nagler are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 and are incorporated herein by reference. 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 ------------------------------------- Name: Gwenn L. Carr Title: Vice-President and Secretary Date: August 14, 2002 EXHIBIT INDEX Exhibit Number Exhibit - ------- -------- 99.1 Press Release, dated August 14, 2002. 99.2 Statement Under Oath of Principal Executive Officer. 99.3 Statement Under Oath of Principal Financial Officer. 99.4 Certification by Chief Executive Officer. 99.5 Certification by Chief Financial Officer. EX-99.1 3 y63244exv99w1.txt PRESS RELEASE Exhibit 99.1 Contact: For Media: John Calagna 212-578-6252 For Investors: Kevin Helmintoller 212-578-5140 METLIFE CEO AND CFO CERTIFY SEC FILINGS NEW YORK, August 14, 2002 - MetLife, Inc. (NYSE: MET) announced today that Robert H. Benmosche, chairman and chief executive officer, and Stewart G. Nagler, vice chairman and chief financial officer, signed and filed sworn statements with the U.S. Securities and Exchange Commission (SEC) certifying MetLife, Inc.'s 2001 Form 10-K, first and second quarter 2002 Forms 10-Q and 2002 proxy statement, among other filings. Mr. Benmosche's and Mr. Nagler's sworn statements were submitted in accordance with SEC Order No. 4-460. In addition, Messrs. Benmosche and Nagler signed and filed certifications with the SEC regarding the company's Form 10-Q for the quarter ended June 30, 2002 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Both sets of certifications are available on MetLife's Web site at www.metlife.com. MetLife, Inc., through its subsidiaries and affiliates, is a leading provider of insurance and other financial services to individual and institutional customers. The MetLife companies serve approximately 10 million individual households in the U.S. and companies and institutions with 33 million employees and members. It also has international insurance operations in 13 countries. # # # This release contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in the company's operations and financial results and the business and the products of the company and its subsidiaries, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects on the company. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from those included in the forward-looking statements as a result of risks and uncertainties including, but not limited to the following: (i) changes in general economic conditions, including the performance of financial markets and interest rates; (ii) heightened competition, including with respect to pricing, entry of new competitors and the development of new products by new and existing competitors; (iii) unanticipated changes in industry trends; (iv) the company's primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations and the applicable regulatory restrictions on the ability of the subsidiaries to pay such dividends; (v) deterioration in the experience of the "closed block" established in connection with the reorganization of Metropolitan Life Insurance Company; (vi) catastrophe losses; (vii) adverse litigation or arbitration results; (viii) regulatory, accounting or tax changes that may affect the cost of, or demand for, the company's products or services; (ix) downgrades in the company's and its affiliates' claims paying ability, financial strength or debt ratings; (x) changes in rating agency policies or practices; (xi) discrepancies between actual claims experience and assumptions used in setting prices for the company's products and establishing the liabilities for the company's obligations for future policy benefits and claims; (xii) discrepancies between actual experience and assumptions used in establishing liabilities related to other contingencies or obligations; (xiii) the effects of business disruption or economic contraction due to terrorism or other hostilities; and (xiv) other risks and uncertainties described from time to time in the company's filings with the Securities and Exchange Commission, including its S-1 and S-3 registration statements. The company specifically disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. EX-99.2 4 y63244exv99w2.txt STATEMENT UNDER OATH Exhibit 99.2 OMB Number 3235-0569 Expires: January 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Robert H. Benmosche, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of MetLife, Inc. and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with MetLife, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of MetLife, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of MetLife, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Robert H. Benmosche ----------------------- Robert H. Benmosche Chairman, President and Chief Executive Officer August 14, 2002 Subscribed and sworn to before me this 14th day of August 2002. /s/ Valery Caudle ------------------- Notary Public My Commission Expires: November 30, 2002 EX-99.3 5 y63244exv99w3.txt STATEMENT UNDER OATH Exhibit 99.3 OMB Number 3235-0569 Expires: January 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Stewart G. Nagler, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of MetLife, Inc. and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with MetLife, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of MetLife, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of MetLife, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Stewart G. Nagler --------------------- Stewart G. Nagler Vice Chairman of the Board and Chief Financial Officer August 14, 2002 Subscribed and sworn to before me this 14th day of August 2002. Kristin L. Maynard ------------------------ Notary Public My Commission Expires: December 24, 2005 EX-99.4 6 y63244exv99w4.txt CERTIFICATION Exhibit 99.4 CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Robert H. Benmosche, the chief executive officer of MetLife, Inc. (the "Company"), certify that (i) the Company's Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Company's Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. August 14, 2002 /s/ Robert H. Benmosche ----------------------- Robert H. Benmosche Chairman, President and Chief Executive Officer EX-99.5 7 y63244exv99w5.txt CERTIFICATION Exhibit 99.5 CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE I, Stewart G. Nagler, the chief financial officer of MetLife, Inc. (the "Company"), certify that (i) the Company's Quarterly Report on Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Company's Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. August 14, 2002 /s/ Stewart G. Nagler ------------------------- Stewart G. Nagler Vice Chairman and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----