-----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, PqoNuiLME3B2aSIGQxICgWV9XA1Fu+clphqx52ZtnjS77KVCHvVrGQe5WABIo4dh aBIT730QXHX5giJwc/9uAQ== 0000950123-06-015717.txt : 20061229 0000950123-06-015717.hdr.sgml : 20061229 20061229160927 ACCESSION NUMBER: 0000950123-06-015717 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061228 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061229 DATE AS OF CHANGE: 20061229 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: 061305961 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 e28361e8vk.txt 8-K 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): December 28, 2006 METLIFE, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-15787 13-4075851 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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 December 19, 2006, Metropolitan Life Insurance Company ("MLIC"), a wholly-owned subsidiary of MetLife, Inc., as tenant, signed an Office Lease Agreement (the "Lease") with NY-1095 Avenue of the Americas, L.L.C. ("1095"), an affiliate of Equity Office Properties Trust, as landlord, the effectiveness of which was subject to MLIC delivering notice to 1095 that the Board of Directors of MLIC (the "Board") had approved the Lease. MLIC delivered notice of Board approval to 1095 on December 28, 2006, and the Lease became effective on that date. Pursuant to the Lease, MLIC will occupy approximately 410,000 square feet in a building located at 1095 Avenue of the Americas, New York, New York (the "Building") for a term of approximately 21 years, commencing on a date on or after January 1, 2008 in which 1095 shall have substantially completed certain construction in the Building. The Lease provides for the payment, monthly, of base rent and MLIC's pro-rata share of increases in operating costs and taxes relating to the Building, as well as payment for its electric and other utility costs. The Lease contains renewal options, rights of first offer, expansion options, signage rights and the right to name the Building, as well as other rights typically granted to tenants, and provides for the reimbursement of a portion of MLIC's construction and build-out costs. MetLife, Inc. estimates that MLIC's gross rental obligation over the term of the Lease will be approximately $850 million. This amount does not include deduction for landlord payments for tenant improvements or special landlord contributions. A copy of the press release announcing the signing of the Lease is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On December 29, 2006, MetLife, Inc. issued a press release announcing the resolution of an investigation by the New York Attorney General's Office. A copy of the press release is attached hereto as Exhibit 99.2 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 Joint press release of MetLife, Inc. and Equity Office Properties Trust, dated December 28, 2006, announcing the signing of the Lease. 99.2 Press release of MetLife, Inc., dated December 29, 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: December 29, 2006 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------- ------- 99.1 Joint press release of MetLife, Inc. and Equity Office Properties Trust, dated December 28, 2006, announcing the signing of the Lease. 99.2 Press release of MetLife, Inc., dated December 29, 2006. EX-99.1 2 e28361exv99w1.txt JOINT PRESS RELEASE [MetLife(r) LOGO] [Equity Office LOGO] Contacts: MetLife Equity Office ------- ------------- For Media: John Calagna Terry Holt (212) 578-6252 (312) 466-3102 or (312) 925-5387 For Investors: Tracey Dedrick Elizabeth Coronelli (212) 578-5140 (312) 466-3286 METLIFE SIGNS LEASE AT 1095 AVENUE OF THE AMERICAS IN MANHATTAN MetLife's Long Island City Office to Become an IT Center of Excellence NEW YORK, December 28, 2006 - MetLife, Inc. (NYSE: MET) and Equity Office (NYSE: EOP) announced today that MetLife has signed a 21-year lease at 1095 Avenue of the Americas in Midtown Manhattan. MetLife will occupy 12 floors in the building or approximately 410,000 square feet. The company expects to begin moving certain operations, including a portion of its employees currently based in MetLife's Long Island City (LIC), Queens office, into the building, which is owned and is being redeveloped by Equity Office, in the fourth quarter of 2008. MetLife intends to maintain a substantial ongoing presence in Queens. The LIC office, which will remain a key location for MetLife, will become primarily an IT Center of Excellence for the company. "We are extremely pleased and excited about MetLife moving to 1095 Avenue of the Americas, which will be a premier class-A office tower," said C. Robert Henrikson, chairman of the board, president and chief executive officer of MetLife, Inc. "MetLife is a worldwide provider of financial solutions in today's global marketplace, and relocating to 1095 Avenue of the Americas will allow us room for future growth and expansion." "Our Long Island City site will continue to serve as an important MetLife location, housing a state-of-the-art IT center for our company," continued Henrikson. "As we have since we first moved to LIC in 2001, we remain committed to this increasingly important central business district and we will continue to work with city officials to build on the significant progress already made in Long Island City's transformation." Equity Office began the redevelopment of 1095 Avenue of the Americas in January 2006, and recently announced its first lease at the building with the law firm of Dechert LLP for 234,000 square feet. MetLife's lease will bring 1095 Avenue of the Americas to more than 60 percent leased, with approximately 400,000 square feet still available. The building is scheduled for occupancy in mid-2008. 1 "MetLife is a premier anchor tenant for 1095 Avenue of the Americas," commented Equity Office's Executive Vice President of Development Robert J. Winter, Jr. "The company's reputation and brand will reinforce the building as the preeminent corporate business address in Midtown." "We are pleased that we have been able to work together collaboratively to reach an agreement that preserves jobs in Long Island City and allows MetLife to achieve its corporate objectives," said New York City Deputy Mayor Daniel L. Doctoroff. "I am delighted that MetLife has recognized what a great place Western Queens is to do business and will be keeping a major presence there," said Congresswoman Carolyn Maloney (D, Queens, Manhattan). "Long Island City is truly an ideal location for MetLife's new IT center. I look forward to working with MetLife as we transform Western Queens into one of New York City's premier business and residential destinations." The redevelopment of 1095 Avenue of the Americas includes a full-building exterior re-clad, expanded two-story lobby, new elevator cabs including controls and modernization, a sky lobby on the 23rd floor, redesigned retail space, updated common areas and a renovated 14,000-square-foot plaza. The project also features new building systems, including floor reconfigurations that will add approximately 45,000 usable square feet to the building, and window retrofits, which will enable energy and operating cost savings. CB Richard Ellis represented Equity Office and Jones Lang LaSalle represented MetLife in the transaction. About EOP Equity Office, operating through its various subsidiaries and affiliates, is the largest publicly traded owner and manager of office properties in the United States by square footage. At September 30, 2006, Equity Office had a national office portfolio comprised of whole or partial interests in 585 office buildings located in 16 states and the District of Columbia. As of that date, Equity Office had an ownership presence in 24 Metropolitan Statistical Areas (MSAs) and in 100 submarkets, enabling it to provide a wide range of office solutions for local, regional and national customers. Forward - Looking Statements This release includes certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's present expectations and beliefs about future events. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating this release and the outlook of Equity Office include, but are not limited to, changes in economic, business and competitive conditions, and other factors affecting the operation of the business of Equity Office. These and other risks and uncertainties are detailed from time to time in Equity Office's filings with the SEC, including its Form 10-K filed on March 15, 2006, as amended by Part II - Item 1A of our Form 10-Q filed on August 8, 2006. Equity Office is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of changes, new information, subsequent events or otherwise. 2 About MetLife MetLife, Inc. is a leading provider of insurance and financial services with operations throughout the United States 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 United States (based on life insurance in-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 & 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. # # # 3 EX-99.2 3 e28361exv99w2.txt PRESS RELEASE Exhibit 99.2 Public Relations MetLife, Inc. News One MetLife Plaza For Immediate Release 27-01 Queens Plaza North Long Island City, NY 11101 - -------------------------------------------------------------------------------- MetLife(R) [Snoopy GRAPHIC] - -------------------------------------------------------------------------------- Contacts: For Media: John Calagna (212) 578-6252 For Investors: Tracey Dedrick (212) 578-5140 METLIFE RESOLVES INVESTIGATION BY NEW YORK ATTORNEY GENERAL NEW YORK, December 29, 2006 - MetLife, Inc. (NYSE: MET) announced today that its wholly-owned subsidiary, Metropolitan Life Insurance Company (MetLife), resolved a previously disclosed investigation by the New York Attorney General's Office (NYAG). The NYAG's investigation related to payments to intermediaries in the marketing and sale of group life and disability, group long-term care and group accidental death and dismemberment insurance and related matters. In the settlement, MetLife does not admit liability as to any issue of fact or law. Among other things, MetLife has agreed to certain business reforms relating to compensation of producers of group insurance, compensation disclosures to group insurance clients and the adoption of related standards of conduct, some of which it had implemented following the commencement of the NYAG's investigation. MetLife will also pay a fine and make a payment to a restitution fund. MetLife cooperated fully with the NYAG's office throughout the pendency of the matter. MetLife believes that resolving this matter is in the best interests of its shareholders, customers and policyholders. MetLife does not expect that the settlement will adversely affect its business. MetLife, Inc. is a leading provider of insurance and financial services with operations throughout the United States 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 United States (based on life insurance in-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 & 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-----