-----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, MbpWE4p3V0p0jxD58ouAPdH7DmF5GretFG7UghdSAA0AYbKlqRvrsxKhoX1uJk7J LhOwKZ1Hr4W8sc5cfLZBcA== 0000950123-05-004587.txt : 20050415 0000950123-05-004587.hdr.sgml : 20050415 20050415172838 ACCESSION NUMBER: 0000950123-05-004587 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050415 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050415 DATE AS OF CHANGE: 20050415 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: 05754818 BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2125782211 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 8-K 1 y07896e8vk.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) April 15, 2005 MetLife, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-15787 13-4075851 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 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)) Item 8.01 Other Events. On April 15, 2005, MetLife, Inc., a Delaware corporation, and the Governor's Office of the State of Connecticut issued a joint press release announcing an agreement on job levels in connection with MetLife's proposed acquisition of Travelers Life & Annuity. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) 99.1 Joint press release of MetLife, Inc. and the Governor's Office of the State of Connecticut dated April 15, 2005 announcing an agreement on job levels in connection with MetLife's proposed acquisition of Travelers Life & Annuity. 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 ------------------------------------------ Name: Gwenn L. Carr Title: Senior Vice-President and Secretary Date: April 15, 2005 EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------- ------- 99.1 Joint press release of MetLife, Inc. and the Governor's Office of the State of Connecticut dated April 15, 2005 announcing an agreement on job levels in connection with MetLife's proposed acquisition of Travelers Life & Annuity. EX-99.1 2 y07896exv99w1.txt JOINT PRESS RELEASE CONTACT: Dennis Schain, 860-524-7313 dennis.schain@po.state.ct.us John Calagna, 212-578-6252 jcalagna@metlife.com GOVERNOR RELL AND METLIFE'S BENMOSCHE ANNOUNCE NEW JOB-SAVING AGREEMENT NEW YORK, April 15, 2005 - Governor M. Jodi Rell and MetLife Chairman and Chief Executive Officer Robert H. Benmosche today announced an agreement to keep 1,310 jobs in Hartford following the acquisition by MetLife of Travelers Life & Annuity. The announcement comes after three weeks of intensive talks between representatives of Governor Rell's office and MetLife. Governor Rell said that the job losses, which stood at 1,200 when the talks began, will now total 490. "This was an important fight, and we saved a lot of jobs," Governor Rell said. "But our efforts to turn around our economy and create jobs elsewhere continue. "Frankly, I am concerned by the loss of any job," the Governor said. "My role is to protect the interests of Connecticut and the employees, and MetLife has been responsive to our concerns. In a perfect world this acquisition would be accomplished without any cutbacks. In the real world job losses are sometimes unavoidable. "For me this is about the workers and their families, and the quality of life we enjoy in Connecticut," Governor Rell said. "My goal from the beginning has been to ease the effects on the hard-working men and women of Travelers, and on the countless businesses large and small that feel the ripple effects of an economic change such as this. "I do appreciate the efforts of Bob Benmosche and his MetLife team," Governor Rell said. "I look forward to having MetLife in Hartford. Their presence reinforces Hartford's reputation as 'Insurance Capital of the World' and I am confident MetLife will be a responsible employer and good neighbor who will invest in community groups and organizations." MetLife has guaranteed that 1,310 jobs will be preserved for at least one year following the official closing of the deal. Moreover, MetLife has promised that there will be no change, apart from attrition, to the approximately 1,200 positions it currently has in Connecticut, including the towns of Glastonbury, Rocky Hill, Shelton and Westport. "We are pleased that through negotiations with the Governor and our own comprehensive review we have arrived at a job level that will enable us to complete this transaction in a way that benefits all of our constituencies," said MetLife Chairman Benmosche. "I am confident that the Travelers acquisition will be viewed for MetLife, the state of Connecticut in general, and Hartford in particular, as an example of business and government working together for the benefit of all." Governor Rell expressed her appreciation to Attorney General Richard Blumenthal and Hartford Mayor Eddie Perez for their efforts during the negotiations. Talks between the Governor's office and MetLife officials began shortly after Governor Rell and CEO Benmosche met in her office on March 7. MetLife announced on January 31 that it planned to acquire Travelers Life & Annuity for $11.5 billion from Citigroup. MetLife's application for approval of the transaction is pending before the state Department of Insurance. The state will offer its comments during the regulatory approval process but the Governor has asked, and the Attorney General has agreed, to withdraw Connecticut's petition for intervenor status in the review. "I will continue to closely monitor the acquisition and approval process - asking questions about the details of the deal and issues relating to the public interest," Blumenthal said. "Our strongly stated intention to intervene opposing the deal hopefully helped persuade MetLife to retain more Connecticut jobs. There is no satisfaction in the loss of any jobs - but this number is far better than MetLife's initial plans. I am grateful for the Governor's effective efforts, which we were pleased to join and support." MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates, is a leading provider of insurance and other financial services to individual and institutional customers. The MetLife companies serve individuals in approximately 13 million households in the U.S. and provide benefits to 37 million employees and family members through their plan sponsors. Outside the U.S., the MetLife companies serve approximately 9 million customers through direct insurance operations in Argentina, Brazil, Chile, China, Hong Kong, India, Indonesia, Mexico, South Korea, Taiwan and Uruguay. For more information about MetLife, please visit the company's Web site at www.metlife.com. # # # 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 results or other consequences from litigation, arbitration or regulatory investigations; (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 credit 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; (xiv) the company's ability to identify and consummate on successful terms any future acquisitions, and to successfully integrate acquired businesses with minimal disruption; and (xv) 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. -----END PRIVACY-ENHANCED MESSAGE-----