-----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, H1tYtATm7s5y2x9l1t6gllNJ22rqrcvfrm9mM6gKvhqAuJsZ+1R/LbVU6H2NU9Oq qVA2MACjWTJSiE9tHyt0xQ== 0000950123-06-012826.txt : 20061023 0000950123-06-012826.hdr.sgml : 20061023 20061023160754 ACCESSION NUMBER: 0000950123-06-012826 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061017 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061023 DATE AS OF CHANGE: 20061023 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: 061157960 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 y26030e8vk.txt FORM 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) October 17, 2006 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 1.01 Entry into a Material Definitive Agreement. On October 17, 2006, Metropolitan Tower Life Insurance Company, a wholly-owned subsidiary of MetLife, Inc. ("MetLife"), entered into purchase and sale agreements with Tishman Speyer Development Corp. ("Tishman Speyer"), on behalf of a joint venture to be formed among affiliates of Tishman Speyer Properties, L.P., Merrill Lynch, BlackRock Realty Advisors, Inc. ("BlackRock Realty"), and Wachovia Corporation ("Wachovia"), for the sale of the properties known as Stuyvesant Town, New York, New York ("Stuyvesant Town") and Peter Cooper Village, New York, New York ("Peter Cooper Village"). The purchase price for each of the properties as set forth in the respective agreements is $4.05 billion for Stuyvesant Town and $1.35 billion for Peter Cooper Village. It is anticipated that the sale of Stuyvesant Town and Peter Cooper Village will close in the fourth quarter of 2006, subject to customary closing conditions. From time to time, certain Merrill Lynch and Wachovia affiliates provide investment banking, financial advisory, lending and other related products and services to MetLife, Inc. and affiliates. In connection with the sale of SSRM Holdings, Inc. in January 2005 to BlackRock, Inc. ("BlackRock"), the parent company of BlackRock Realty, MetLife entered into a cooperation agreement with BlackRock to enhance and expand the products and services provided to the clients of MetLife and BlackRock. In the normal course of business, MetLife and its affiliates engage in investment and investment-related activities with Tishman Speyer, BlackRock, Merrill Lynch and Wachovia, or their respective affiliates, or entities which they or their respective affiliates manage. A copy of the press release announcing the sale of Stuyvesant Town and Peter Cooper Village 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) Not applicable. (d) Exhibits 99.1 Press release of MetLife, Inc. dated October 17, 2006. 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: October 23, 2006 EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------- ------- 99.1 Press release of MetLife, Inc. dated October 17, 2006. EX-99.1 2 y26030exv99w1.txt EX-99.1: PRESS RELEASE Public Relations MetLife, Inc. For Immediate Release News One MetLife Plaza 27-01 Queens Plaza North Long Island City, NY 11101 MetLife(R) [MetLife LOGO] Contacts: For Media: John Calagna (212) 578-6252 For Investors: Tracey Dedrick (212) 578-5140 METLIFE SELLS PETER COOPER VILLAGE AND STUYVESANT TOWN APARTMENT COMPLEX NEW YORK, October 17, 2006 - MetLife, Inc. (NYSE: MET) announced today the sale of Peter Cooper Village and Stuyvesant Town to Tishman Speyer, in a joint venture with BlackRock Realty, the real estate arm of BlackRock, Inc. (NYSE: BLK), for $5.4 billion. The sale is expected to result in a gain of approximately $3 billion, net of income taxes. It is anticipated that the sale will close in the fourth quarter of 2006, subject to customary closing conditions. "Peter Cooper Village / Stuyvesant Town is an extraordinary asset and we are very pleased with the market reaction we received to this sale," said Robert Merck, head of real estate investments for MetLife. "This property has been a prominent asset in MetLife's real estate portfolio for nearly six decades. MetLife considered offers from many highly qualified bidders, including the PCVST Tenant's Association and some of world's leading real estate owners and operators. Tishman Speyer and BlackRock were illustrative of the outstanding caliber and reputation of the bid group and we are confident that they will be fine stewards of the property in the years to come." The Peter Cooper Village and Stuyvesant Town properties together make up the largest apartment complex in Manhattan, totaling over 11,000 units, spread over 80 contiguous acres. The properties are bounded on the west by First Avenue, to the east by FDR Drive and the East River, to the north by 23rd Street and to the south by 14th Street. The properties are owned by the MetLife affiliate Metropolitan Tower Life Insurance Company. MetLife, Inc. is a leading provider of insurance and financial services with operations throughout the U.S. and the Latin America, Europe and Asia Pacific regions. Through its domestic and international subsidiaries and affiliates, MetLife, Inc. reaches more than 70 million customers around the world and MetLife is the largest life insurer in the U.S. (based on life insurance in- - more - force). The MetLife companies offer life insurance, annuities, auto and home insurance, retail banking and other financial services to individuals, as well as group insurance, reinsurance and retirement and savings products and services to corporations and other institutions. For more information, please visit 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 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-----