-----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, NioMBrq7oRFmnboixS/uK44PKCe8zViEAQlsbJx26+cVqK4lS5dZGRKcnLg2XnEZ FsT0uQP+9D6fQF5cNHm1Rg== 0000908737-04-000101.txt : 20040209 0000908737-04-000101.hdr.sgml : 20040209 20040209165441 ACCESSION NUMBER: 0000908737-04-000101 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040423 FILED AS OF DATE: 20040209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METLIFE INVESTORS USA SEPARATE ACCOUNT A CENTRAL INDEX KEY: 0000356475 IRS NUMBER: 540696644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-03365 FILM NUMBER: 04578530 BUSINESS ADDRESS: STREET 1: 22 CORPORATE PLAZA DR. CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9496291317 MAIL ADDRESS: STREET 1: 22 CORPORATE PLAZA DR CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: METLIFE INVESTORS SEPARATE ACCOUNT A DATE OF NAME CHANGE: 20010314 FORMER COMPANY: FORMER CONFORMED NAME: SECURITY FIRST LIFE SEPARATE ACCOUNT A DATE OF NAME CHANGE: 19920703 PRE 14A 1 proxy.txt SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Filed by Registrant (X) Filed by a Party other than the Registrant ( ) Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 METLIFE INVESTORS USA SEPARATE ACCOUNT A (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, of the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: METLIFE INVESTORS USA INSURANCE COMPANY IMPORTANT NEWS FOR CONTRACT OWNERS QUESTIONS & ANSWERS We encourage you to read the attached voting information statement in full; however, the following questions and answers represent some typical concerns you might have regarding this document. Q: What is this document and why did we send it to you? A: This voting information statement is being furnished to you in connection with the solicitation of votes by MetLife Investors USA Insurance Company ("MetLife Investors USA") from owners of certain variable annuity contracts issued by MetLife Investors USA (the "Contracts"). MetLife Investors USA is proposing to substitute the MFS Research International Portfolio, a series of Met Investors Series Trust (referred to in this document as "MFS Research International" or the "Replacement Portfolio"), in place of the Scudder International Portfolio, a current funding option under your Contract (referred to as "Scudder International" or the "Current Portfolio"). Your Contract requires that MetLife Investors USA obtain: (a) approval of the substitution by the Securities and Exchange Commission (Commission") and (b) approval of Contract owners investing in the Current Portfolio to allow the substitution of the account value invested in the Current Portfolio into the Replacement Portfolio. For each class of Contract, the vote required is an affirmative vote by Contract owners representing a majority of outstanding accumulation units in the subaccount investing in the Current Portfolio (the "Subaccount") in order to carry out the proposed substitution for that Contract. It is expected that Commission approval will be received on or about February 27, 2004. Q: How will this proposed substitution benefit me? A: The substitution is expected to provide significant benefits to you as a Contract owner, including: o Potential for Better Performance. MetLife Investors USA believes that based on the historical performance records of the Replacement Portfolio and of the Current Portfolio, over the long term the performance of the Replacement Portfolio should (although no guarantee can be given) exceed that of the Current Portfolio. See page 19. o Lower Management Fee: The Replacement Portfolio's management fee at the Portfolio level is lower than that of the Current Portfolio. Currently, net annual operating expenses of the Class A shares of the Replacement Portfolio are higher than those of the corresponding class of the Current Portfolio due to Class A's relatively small size. MetLife Investors USA believes that over time as Class A assets increase, including through the addition of the assets currently invested in the Current Portfolio, net annual operating expenses over time should potentially be lower than those of the Current Portfolio. o Operating Efficiencies: Upon the substitution of the Replacement Portfolio for the Current Portfolio, operating efficiencies may be achieved by the Replacement Portfolio because it will have a greater level of assets. Economies of scale could be achieved through the spreading of certain costs over a larger base of shareholders, including reduction in portfolio general expenses such as legal, accounting, printing of prospectuses and trustees fees. Additional benefits include: o Improved selection of portfolio managers. MetLife Investors USA believes that the investment adviser to the Replacement Portfolio is better positioned to potentially provide consistent above-average performance than the investment adviser to the Current Portfolio. o Guaranteed cap on total separate account and Replacement Portfolio expenses: As a condition of the substitution, total combined annualized subaccount and Replacement Portfolio net expenses may not exceed the sum of the 2002 fiscal year combined net expenses for the Current Portfolio and Subaccount for two years following the substitution. o No increase in Contract fees and expenses for a period of two years following the substitution, including mortality and expenses risk fees and administration and distribution fees charged to Separate Account A. o No tax liability to Contract owners from the substitution. Q: How will the substitution be carried out? A: MetLife Investors USA will purchase shares of MFS Research International to support contract values or fund benefits payable under your Contract in place of Scudder International. The proposed substitution will not be treated as a transfer of Contract value or an exchange of annuity units for purposes of assessing transfer charges or for determining the number of remaining permissible transfers (or exchanges) in a Contract year. In addition, you may make one transfer of Contract value (or annuity exchange) out of MFS Research International within 30 days following the proposed substitution without the transfer (or exchange) counting as a transfer of Contract value (or an annuity unit exchange) for purposes of assessing transfer charges or for determining the number of remaining permissible transfers (or exchanges) in a Contract year. Q: Why is MetLife Investors USA proposing this change? A: The proposed substitution is part of an effort by Metropolitan Life Insurance Company and its affiliates, including MetLife Investors USA, to make their variable contracts more efficient to administer and oversee, and therefore more attractive to their customers. MetLife Investors USA believes that since the Replacement Portfolio's prospects for improved performance and potentially lower costs are better than for the Current Portfolio, the proposed substitution is in your best interest. As described later, the Replacement Portfolio's performance generally is better than that of the Current Portfolio. Please note that past performance is not an indication of future results. Q: What effect will the substitution have on fees and expenses? A: Although the annual net expenses of the Replacement Portfolio are currently somewhat higher than those of the Current Portfolio, MetLife Investors USA believes that the Replacement Portfolio's expenses will decrease over time as the Portfolio's assets increase and operating efficiencies are achieved. Lower expenses have the potential for generating greater returns. In addition, the management fee of the Replacement Portfolio is lower than that of the Current Portfolio. Q: Are there differences in the investment objectives of the Current Portfolio and the Replacement Portfolio? A: The Current Portfolio and the Replacement Portfolio have substantially similar investment objectives. MFS Research International's investment objective is capital appreciation. Scudder International seeks long-term growth of capital primarily through diversified holdings of marketable foreign equity investments. Q: What happens if the substitution is not approved by Contract owners? A: In the event that sufficient votes are not received to approve the proposed substitution, your Contract will remain invested in the Current Portfolio. For Imprint Contract, effective May 1, 2004, the Scudder International investment option will no longer be available under that Contract for allocation of additional purchase payments or transfers of Contract value. You will be unable to increase your accumulation units invested in the Current Portfolio after that date. For Flexible Bonus, Ultimate Annuity, Flexible Value, and Smart Choice Contracts, effective June 30, 2004, the Scudder International investment option will no longer be available under those Contracts for allocation of additional purchase payments or transfers of Contract value. You will be unable to increase your accumulation units invested in the Current Portfolio after that date. Any additional purchase payments or transfers of contract value allocated to the Current Portfolio after June 30, 2004 will be placed in the Fidelity VIP Money Market Portfolio, a current investment option under such Contracts. Q: Who will bear the cost of any expenses associated with carrying out the proposed substitution? A: MetLife Investors USA will pay all of the costs associated with the proposed substitution. YOU WILL NOT BEAR ANY OF THESE COSTS. Q: Whom do I call for more information or to place my vote? A: You may call MetLife Investors USA at 1-800-283-4536, if you have any questions or for more information. You can vote in one of four ways: 1) Use the enclosed Voting Instruction Card to record your vote of For, Against or Abstain, then return the card in the postpaid envelope provided. or 2) Call 1-866-235-4258 and record your vote by telephone. Please have your Voting Instruction Card at hand when you call and enter the 14-digit control number found on the card, then follow the simple in instructions. or 3) Fax your completed and signed Voting Instruction Card (both front and back sides) to our vote tabulator at 1-888-796-9932. or 4) Visit our website at https://vote.proxy-direct.com and following the instructions for voting via Internet. Q: How does MetLife Investors USA Insurance Company recommend that I vote? A: MetLife Investors USA recommends that you vote FOR the proposed substitution. Q: Will my vote make a difference? A: Yes, your vote is very important. Your vote is needed to ensure that the substitution can be carried out for the Current Portfolio. Your immediate response on the enclosed Voting Instruction Card will help to save on the costs of any further solicitations for Contract owner votes. We urge you to vote FOR the proposed substitution. Please note that an abstaining vote is in effect a "no" vote since an affirmative vote of more than 50% of account value in a Current Portfolio is required to approve the substitution. Q: What is the deadline for voting? A: In order for your vote to count, we will need to receive your vote no later than April 23, 2004. Q: How do I sign the Voting Instruction Card? A: Please see "Instructions for Signing Voting Instruction Cards" on the next page. INSTRUCTIONS FOR SIGNING VOTING INSTRUCTION CARDS The following general rules for signing Voting Instruction Cards may be of assistance to you. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the Voting Instruction Card form. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the Voting Instruction Card. 3. All Other Accounts: The capacity of the individual signing the Voting Instruction Card should be indicated unless it is reflected in the form of registration. For example:
Registration Valid Signature Corporate Accounts (1) ABC Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . ABC Corp. (2) ABC Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer . . . . . . . . . . . . . . . . John Doe (4) ABC Corp. Profit Sharing Plan . . . . . . . . . . John Doe, Trustee Trust Accounts (1) ABC Trust . . . . . . . . . . . . . . . . . . . . . . . . . . Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78 . . . . . . . . . . . . . . . . . . . . . . . .Jane B. Doe Custodial or Estate Accounts (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA . . . . . . . . . . John B. Smith (2) Estate of John B. Smith . . . . . . . . . . . . . . . . John B. Smith, Jr., Executor
METLIFE INVESTORS USA INSURANCE COMPANY 22 Corporate Plaza Drive Newport Beach, California 92660 [Name] IMMEDIATE ACTION REQUESTED Dear Contract Owner: You are the owner of a variable annuity contract (a "Contract") issued by MetLife Investors USA Insurance Company ("MetLife Investors USA" or "we"). At your previous direction, MetLife Investors USA through its Separate Account A purchased Class A shares of Scudder International Portfolio (the "Current Portfolio") to support contract values or fund benefits payable under your Contract. MetLife Investors USA seeks your approval to substitute Class A shares of MFS Research International Portfolio, a series of Met Investors Series Trust, for the shares of the Current Portfolio held to fund your Contract or the benefits payable under such Contract. The proposed substitution is part of an effort by MetLife Investors USA to make its variable contracts more efficient to administer and oversee, and therefore more attractive to its customers. In proposing to substitute the MFS Research International Portfolio, we believe that this exchange will potentially result in better long-term performance, allow Separate Account A's assets to be more efficiently managed and potentially lead to improved returns due to economies of scale. Accordingly, such a substitution would be beneficial to you and other Contract owners. Separate Account A of MetLife Investors USA is the record owner of the Current Portfolio. However, as a Contract owner, you are entitled to vote the number of accumulation units you own in the subaccount of Separate Account A that invests in the Current Portfolio. MetLife Investors USA recommends that you vote FOR the proposed substitution. We realize that this voting information statement will take time to review, but your vote is very important. We ask that you cast your vote in order that we may effect the proposed substitution. We have made every effort to make the voting process easy. You may cast your vote by: (1) filling out the enclosed Voting Instruction Card and returning it to us; (2) using our toll-free telephone voting facility (1-866-235-4258); or (3) visiting our website https://vote.proxy-direct.com; or (4) faxing your completed Voting Instruction Card to 1-888-796-9932. Please read the enclosed voting information statement carefully for details about the proposed substitution. In order for your vote to be given effect, we must receive a properly executed Voting Instruction Card or a telephone, fax, or website vote no later than April 23, 2004 at 4:00 p.m. Pacific Time. Please complete, sign, and date the enclosed Voting Instruction Card and promptly return it in the enclosed postage-paid envelope or complete the telephone or facsimile voting or website voting process by following the instructions available at each facility. If we do not receive your completed Voting Instruction Card after a few weeks, you may be contacted by our vote solicitor, Alamo Direct. The vote solicitor will remind you to vote. We apologize in advance for this potential disruption of your affairs but this vote is important to future benefits under your Contract. Your vote and participation are very important, and we appreciate your return of the form as soon as possible. You may call MetLife Investors USA at 1-800-283-4536, if you have any questions. Thank you for your cooperation and for participating in this important process. Very truly yours, Richard C. Pearson Secretary MetLife Investors USA Insurance Company METLIFE INVESTORS USA SEPARATE ACCOUNT A A Separate Account of MetLife Investors USA Insurance Company 22 Corporate Plaza Drive Newport Beach, California 92660 VOTING INFORMATION STATEMENT What is this document and why did we send it to you? MetLife Investors USA Insurance Company ("MetLife Investors USA" or "we"), on behalf of its MetLife Investors USA Separate Account A ("Separate Account A"), is furnishing this Voting Information Statement to you in connection with the solicitation of proxies from owners of certain variable annuity contracts (the "Contracts") issued by MetLife Investors USA having contract values allocated to the subacccount of Separate Account A (the "Subaccount") investing in Class A shares of International Portfolio, a series of Scudder Variable Series I ("Scudder International" or the "Current Portfolio") as of January 30, 2004 (the "Record Date"). This Voting Information Statement contains information that you should consider before voting on the proposal before you relating to the substitution of Class A shares of the MFS Research International Portfolio, a series of Met Investors Series Trust ("MFS Research International" or the "Replacement Portfolio", and together with the Current Portfolio, the "Portfolios"), for the Current Portfolio as an investment option under your Contract. Please read it carefully. This Voting Information Statement is being mailed to you and the other Contract owners with Contract values allocated to the Subaccount as of the Record Date on or about __________, 2004. What is the proposal that I am being asked to consider? MetLife Investors USA requests that you consider the following proposal: "To approve the substitution of Class A shares of the MFS Research International Portfolio, a series of Met Investors Series Trust, for Class A shares of Scudder International Portfolio, a portfolio currently included as an investment option under certain variable insurance contracts offered by MetLife Investors USA Insurance Company." Why is my vote being solicited? As a Contract owner having accumulation units representing an investment of Contract value in the Subaccount as of the close of business on the Record Date, you are entitled to vote such accumulation units on the proposed substitution. The Contracts and the prospectus for such Contracts condition MetLife Investors USA's ability to carry out the proposed substitution for each Contract on its obtaining, for each class of Contract, the approval of the Contract owners representing the majority of the outstanding accumulation units in the Subaccount as of the Record Date, as well as the approval of the Securities and Exchange Commission (the "Commission"). It is anticipated that the Commission will approve the substitution on or about February 27, 2004. SUMMARY OF PROPOSED SUBSTITUTION This section summarizes the primary features and consequences of the substitution. It may not contain all of the information that is important to you. To understand the substitution, you should read this entire Voting Information Statement. This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Voting Information Statement. Why is MetLife Investors USA proposing the substitution? MetLife Investors USA believes that the proposed substitution will potentially result in better long-term performance, allow Separate Account A's assets to be more efficiently managed and potentially could lead to improved returns due to economies of scale. The substitution is part of a restructuring designed to eliminate the offering of overlapping funds with similar investment objectives and similar investment strategies that serve as funding vehicles for insurance contracts issued by Metropolitan Life Insurance Company ("MetLife") and its affiliates. The proposed substitution is part of an effort by MetLife and its affiliates, including MetLife Investors USA, to standardize investment options across similar products thereby making its variable contracts more efficient to administer and oversee, and therefore more attractive to its customers. MetLife Investors USA believes that because the Replacement Portfolio's prospects for improved performance and in the future potentially lower costs are better than for the Current Portfolio, the proposed substitution is in your best interests as a Contract owner. MFS Research International's Class A commenced operations on May 1, 2001. As a result, it only has a limited performance history. MetLife Investors USA considered the fact that MFS Research International's performance for the one-year period ended December 31, 2003 exceeded that of Scudder International. Please note that past performance is not an indication of future results. Although the annual net expenses of the Replacement Portfolio are currently somewhat higher than those of the Current Portfolio, MetLife Investors USA believes that the Replacement Portfolio's expenses will decrease over time as the Portfolio's assets increase and operating efficiencies are achieved. In addition, MetLife Investors USA considered the fact that the management fee of the Replacement Portfolio is lower than that of the Current Portfolio. MetLife Investors USA also considered the future growth prospects of the Replacement Portfolio. At the current time, various variable life insurance and variable annuity contracts being actively marketed by MetLife and its affiliates offer the Replacement Portfolio. Similarly, as part of the standardization process, the Replacement Portfolio is also being substituted for various other mutual funds invested in by subaccounts of other MetLife affiliates. This should, along with the proposed substitution, further increase the Replacement Portfolio's net assets, which are currently at approximately $259.5 million as of December 31, 2003. Economies of scale could be achieved through the spreading of certain costs over a larger base of shareholders, including reduction in portfolio general expenses such as legal, accounting, printing of prospectuses and trustees fees. In contrast, MetLife Investors USA believes that there is little likelihood that significant additional assets, if any, will be allocated to the Current Portfolio under the Contracts. Because of the cost of maintaining this Portfolio as an investment option under the Contracts, it is therefore in the interest of Contract owners to substitute the Replacement Portfolio with its potential for economies of scale. Further, in the event that the proposed substitution does not occur (because either Contract owners or the Commission does not approve it or for another reason), the Subaccount will no longer be available under that Contract for allocation of purchase payments or transfers of Contract value as of May 1, 2004 (in the case of the Imprint Contract) and as of June 30, 2004 (in the case of Flexible Bonus, Ultimate Annuity, Flexible Value, and Smart Choice Contracts). Therefore, you will be unable to increase your accumulation units in the Subaccount investing in the Current Portfolio after the date indicated above for your Contract. Though not a principal reason for the proposed substitution, the substitution would have the effect of transferring Contract values to an investment portfolio managed by an affiliated person of MetLife Investors USA, thereby increasing the management fees received by that affiliated person. How will the substitution be accomplished? The substitution will take place at relative net asset value with no change in the amount of your Contract's value, cash value or death benefit or in the dollar value of your investment in Separate Account A. The Class A shares of the Current Portfolio will be either redeemed for cash or for portfolio securities, which will be used to purchase Class A shares of the Replacement Portfolio. MetLife Investors USA will pay all of the costs associated with the substitution, including the costs of solicitation such as the preparation and mailing of this Voting Information Statement and the Voting Information Card, the solicitation of votes, and legal and other expenses. YOU WILL NOT BEAR ANY OF THESE COSTS. The substitution is expected to be completed on or about April 30, 2004. How will the substitution affect me? It is anticipated that the substitution will provide certain benefits to you. The most significant of these benefits are as follows: o POTENTIAL FOR Better Performance: MetLife Investors USA believes that based on the historical performance records of the Portfolios, over the long term the performance of the Replacement Portfolio should (although no guarantee can be given) exceed that of the Current Portfolio. o Lower Management Fee: The Replacement Portfolio's management fee at the Portfolio level is lower than that of the Current Portfolio. Currently, net annual operating expenses of the Class A shares of the Replacement Portfolio are higher than those of the corresponding class of the Current Portfolio due to Class A's relatively small size. MetLife Investors USA believes that over time as Class A assets increase, including through the addition of the assets currently invested in the Current Portfolio, net annual operating expenses over time should potentially be lower than those of the Current Portfolio. o OPERATING EFFICIENCIES: Upon the substitution of the Replacement Portfolio for the Current Portfolio, operating efficiencies may be achieved by the Replacement Portfolio because it will have a greater level of assets. As of December 31, 2003, the Replacement Portfolio's total net assets were approximately $259.5 million. Economies of scale may be achieved through the spreading of certain costs over a larger base of shareholders, including reduction in portfolio general expenses such as legal, accounting, printing of prospectuses and trustees fees. Other benefits resulting from the substitution include: o You will not incur any fees or charges as a result of the substitution. o You will have no tax liability resulting from the substitution. o The substitution will result in an improved selection of portfolio managers. MetLife Investors USA believes that the investment adviser to the Replacement Portfolio is better positioned to potentially provide consistent above-average performance than the investment adviser to the Current Portfolio. o As a condition of the substitution, combined annualized net expenses of Separate Account A (or the subaccount) and the Replacement Portfolio may not exceed the total combined 2002 fiscal year net expenses for the Current Portfolio and the Separate Account A (or the Subaccount) for two years following the substitution. o No increase in Contract fees and expenses for a period of two years following the substitution, including mortality and expenses risk fees and administration and distribution fees charged to Separate Account A. The substitution will not cause your Contract rights or MetLife Investors USA's responsibilities under the Contracts to be altered in any way. The value of your Contract, the amount of your death benefit and the dollar value of your investments in any of the subaccounts of Separate Account A will remain the same immediately following the substitution. Your Contract values will remain allocated to Separate Account A, which will invest in the Replacement Portfolio after the substitution. After the substitution your Contract values will depend on the performance of the Replacement Portfolio rather than that of the Current Portfolio. Like the Current Portfolio, the Replacement Portfolio will declare and pay dividends from net investment income and will distribute net realized capital gains, if any, to Separate Account A (not to you) once a year. These dividends and distributions will continue to be reinvested by MetLife Investors USA in additional Class A shares of the Replacement Portfolio. What will be the primary federal tax consequences of the substitution? We believe that you will not be subjected to any federal tax liabilities as a result of the substitution. SUMMARY OF PORTFOLIO INFORMATION The following discussion is primarily a summary of certain parts of the prospectuses for the Current Portfolio and the Replacement Portfolio. As a Contract owner invested in the Current Portfolio, you should already have a current prospectus for the Current Portfolio. You may request the current prospectus for the Replacement Portfolio, free of charge, by calling MetLife Investors USA at 1-800-283-4536, or by writing to MetLife Investors USA at 22 Corporate Plaza Drive, Newport Beach, California 92660. Information contained in this Voting Information Statement is qualified by more complete information set forth in such prospectuses, which are incorporated by reference herein. How do the Portfolios' investment objectives, principal investment strategies and risks compare? The investment objective of the Replacement Portfolio is substantially similar to that of the Current Portfolio, and the investment strategies and risks of each Portfolio are similar. The investment objective of each Portfolio is non-fundamental, which means that it may be changed by vote of its respective Board of Trustees without shareholder approval. The following tables summarize a comparison of the Replacement Portfolio to the Current Portfolio with respect to their investment objectives and principal investment strategies, as set forth in each Portfolio's prospectus and statement of additional information.
----------------------------- -------------------------------------------------------------------------- MFS Research International (the Replacement Portfolio) ----------------------------- -------------------------------------------------------------------------- ----------------------------- -------------------------------------------------------------------------- Investment Objective The Portfolio's investment objective is capital appreciation. ----------------------------- -------------------------------------------------------------------------- ----------------------------- -------------------------------------------------------------------------- Principal Investment Invests, under normal market conditions, at least 65% of its net assets Strategies in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts of foreign companies. The Portfolio focuses on foreign companies (including up to 25% of its net assets in emerging market issues) that the Portfolio's Adviser believes have favorable growth prospects and attractive valuations based on current and expected earnings or cash flow. The Portfolio may invest in companies of any size. The Portfolio does not emphasize any particular country and, under normal market conditions, will be invested in at least five countries. Equity securities may be listed on a securities exchange or traded in the over-the-counter markets. ----------------------------- -------------------------------------------------------------------------- ----------------------------- -------------------------------------------------------------------------- Scudder International ----------------------------- -------------------------------------------------------------------------- ----------------------------- -------------------------------------------------------------------------- Investment Objective Seeks long-term growth of capital primarily through diversified holdings of marketable foreign equity investments. ----------------------------- -------------------------------------------------------------------------- ----------------------------- -------------------------------------------------------------------------- Principal Investment Invests primarily in common stocks of established companies, listed on Strategies foreign exchanges, which are believed to have favorable growth characteristics. The Portfolio typically will invest in companies in at least three different countries, excluding the United States. ----------------------------- --------------------------------------------------------------------------
The principal risks of investing in the Replacement Portfolio are similar to those of investing in the Current Portfolio. They include: o Market risk - a Portfolio's share price can fall because of weakness in the broad market, a particular industry, or specific holdings o Foreign investment risk-- investments in foreign securities involve risks relating to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject o Market capitalization risk - investments primarily in issuers in one market capitalization category (large, medium or small) carry the risk that due to current market conditions that category may be out of favor; larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes and may not be able to obtain the high growth rate of successful smaller companies; investments in medium and small capitalization companies may be subject to special risks which cause them to be subject to greater price volatility and more significant declines in market downturns than securities of larger companies, including a more limited trading market for their stocks o Investment style risk - different investment styles such as growth or value investing tend to shift in or our of favor, depending on market and economic conditions as well as investor sentiment; growth stocks may be more volatile than other stocks and may lack the dividends of value stocks that can cushion stock prices in a falling market; value stocks carry the risk that the market will not recognize a security's inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued MFS Research International may invest up to 25% of its net assets in emerging market issues. All of the risks of investing in foreign securities are heightened by investing in emerging markets countries. MFS Research International may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. If the Portfolio focuses its investments in this manner, it assumes the risk that economic, political and social conditions in those countries will have a significant impact on its investment performance. The Current Portfolio and the Replacement Portfolio may invest some or all of their assets in money market instruments or utilize other investment strategies as a temporary defensive measure during, or in anticipation of, adverse market conditions. This strategy, which would be employed only in seeking to avoid losses, is inconsistent with the Portfolios' principal investment objectives and strategies, and could result in lower returns and loss of market opportunities. For a detailed discussion of the Portfolios' risks, see the section entitled "Risks of the Portfolios" below. The Portfolios have other investment policies, practices and restrictions which, together with their related risks, are also set forth in each Portfolio's prospectus and statement of additional information. How do the Portfolios' fees and expenses compare? Scudder International has a lower net expense ratio than MFS Research International. MFS Research International has a lower management fee. You will not incur any fees or charges as a result of the substitution. The following tables allow you to compare the various fees and expenses that you would pay as a result of Separate Account A buying and holding shares of each of the Portfolios. The amounts for the shares of the Portfolios set forth in the following tables and in the examples are based on the expenses for the Portfolios for the fiscal year ended December 31, 2002 as adjusted, in the case of the Replacement Portfolio, to reflect current expense limitations and waivers and are expressed as a percentage of each Portfolio's average daily net assets. The Class A shares of the Current Portfolio and the Class A shares of the Replacement Portfolio are not charged any initial or deferred sales charge, or any other transaction fees. The Portfolios' Class A shares are not subject to Rule 12b-1 fees. THESE TABLES DO NOT REFLECT THE CHARGES AND FEES ASSESSED BY METLIFE INVESTORS USA UNDER YOUR CONTRACT.
Fees and Expenses (as a percentage of average daily net assets) ----------------------------------------------- --------------------- -------------------- Scudder MFS Research International International (Class A shares) (Class A shares) ----------------------------------------------- --------------------- -------------------- ----------------------------------------------- --------------------- -------------------- Management Fees 0.87% 0.80% ----------------------------------------------- --------------------- -------------------- ----------------------------------------------- --------------------- -------------------- 12b-1 Fees ---- ---- ----------------------------------------------- --------------------- -------------------- ----------------------------------------------- --------------------- -------------------- Other Expenses 0.16% 1.06% ----------------------------------------------- --------------------- -------------------- ----------------------------------------------- --------------------- -------------------- Total Annual Portfolio Operating Expenses 1.03% 1.86%* Before Expense Waiver / Reimbursement ----------------------------------------------- --------------------- -------------------- ----------------------------------------------- --------------------- -------------------- Expense Waiver / Reimbursement --- 0.76% ----------------------------------------------- --------------------- -------------------- ----------------------------------------------- --------------------- -------------------- Total Net Annual Portfolio Operating Expenses 1.03% 1.10% After Expense Waiver / Reimbursement ----------------------------------------------- --------------------- --------------------
* MFS Research International's Manager and Met Investors Series Trust have entered into an Expense Limitation Agreement whereby the total Annual Portfolio Operating Expenses for the Class A shares of the Portfolio will not exceed 1.10% through April 30, 2004 and in any year in which the Agreement is in effect. Under certain circumstances, any fees waived or expenses reimbursed by the Manager may, with the approval of Met Investors Series Trust's Board of Trustees, be repaid to the Manager. The tables below show examples of the total expenses you would pay on a $10,000 investment over one-, three-, five- and ten-year periods. The examples are intended to help you compare the cost of investing in the Current Portfolio versus the Replacement Portfolio. The examples assume a 5% average annual return, that you redeem all of your shares at the end of each time period and that you reinvest all of your dividends. The following tables also assume that total annual operating expenses remain the same. The examples are for illustration only, and your actual costs may be higher or lower. THE EXAMPLES DO NOT REFLECT THE FEES, EXPENSES OR WITHDRAWAL CHARGES IMPOSED BY YOUR CONTRACT. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER.
Examples of Portfolio Expenses ----------------- --------------------------------------------------------------------------------- MFS Research International One Year Three Years Five Years Ten Years Class A $113 $515 $942 $2,132 shares ----------------- -------------------- ------------------- -------------------- ------------------- *Assumes that expense limitation remains in effect only through April 30, 2004. ----------------- --------------------------------------------------------------------------------- Scudder International One Year Three Years Five Years Ten Years Class A shares $105 $328 $569 $1,259 ----------------- -------------------- ------------------- -------------------- -------------------
How do the Portfolios' performance records compare? MFS Research International's performance for the one-year period ended December 31, 2003 exceeded that of Scudder International. The following table shows how the Class A shares of the Replacement Portfolio and the Class A shares of the Current Portfolio have performed in the past. Past performance is not an indication of future results. PERFORMANCE DOES NOT REFLECT THE FEES, EXPENSES OR WITHDRAWAL CHARGES IMPOSED BY YOUR CONTRACT. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, PERFORMANCE WOULD BE LOWER. The table lists the average annual total return of the Class A shares of MFS Research International for the past one year and since inception through December 31, 2003 and the Class A shares of Scudder International for the past one, three, five and ten years. This table includes the effects of portfolio expenses and is intended to provide you with some indication of the risks of investing in each Portfolio by comparing its performance with the Morgan Stanley Capital International Europe, Australia and Far East Index ("MSCI EAFE"), a widely recognized unmanaged index which is an aggregate of 15 individual country indices that collectively represent many of the major markets of the world. An index does not reflect fees or expenses. It is not possible to invest directly in an index.
Average Annual Total Return (for the period ended 12/31/2003) ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- 1 Year 3 Years 5 Years 10 Years From Inception Inception Ended Ended Ended Ended 12/31/03 to 12/31/03 Date -------- ----------- ---- 12/31/03 12/31/03 12/31/03 ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- MFS Research 32.20% n/a n/a n/a 1.50% 05/01/01 International-- Class A shares ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- MSCI EAFE Index 39.16% --- --- --- 0.04%(1) ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- Scudder 27.75% 10.33% -2.69% 3.61% --- International--Class A shares ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- ------------------------- ------------- ------------- ------------ --------------- ---------------- ------------- MSCI EAFE Index 39.16% -2.57% 0.26% 4.78% --- ------------------------- ------------- ------------- ------------ --------------- ---------------- -------------
(1) Date of Index performance is from 5/01/01. -------------------- For a detailed discussion of the manner of calculating total return, please see each Portfolio's statement of additional information. Generally, the calculations of total return assume the reinvestment of all dividends and capital gain distributions on the reinvestment date and the deduction of all recurring expenses that were charged to shareholders' accounts. Will I be able to purchase and redeem shares, change my investment options, annuitize and receive distributions the same way? The substitution will not affect your right to purchase and redeem shares, to change among MetLife Investors USA's subaccount options, to annuitize, and to receive distributions as permitted by your Contract. After the substitution, you will be able under your current Contract to purchase additional Class A shares of the Replacement Portfolio. MetLife Investors USA will not exercise any right it may have under the Contracts to impose restrictions or additional restrictions on, or charges for, Contract value transfers or annuity unit exchanges made under the Contracts for a period of at least 30 days following the proposed substitution (other than with respect to market timing activity). In addition, you will: o before the proposed substitution occurs, be permitted to make a transfer of Contract value (or annuity unit exchange) from the Subaccount to any other subaccount without charge and without that transfer (or exchange) counting towards the number permitted or the number permitted without charge under your Contract; and o during the 30 days after the proposed substitution, be permitted to make a transfer of Contract value (or annuity unit exchange) from the subaccount investing in the Replacement Portfolio to any other subaccount without charge and without that transfer (or exchange) counting towards the number permitted or the number permitted without charge under your Contract. For the Imprint Contract, effective May 1, 2004, the Alger American Small Capitalization investment option will no longer be available under that Contract for allocation of additional purchase payments or transfers of Contract value. You will be unable to increase your accumulation units invested in the Current Portfolio after that date. For Flexible Bonus, Ultimate Annuity, Flexible Value and Smart Choice Contracts, effective June 30, 2004, the Alger American Small Capitalization investment option will no longer be available under those Contracts for allocation of additional purchase payments or transfers of Contract value. You will be unable to increase your accumulation units invested in the Current Portfolio after that date. Any additional purchase payments or transfers of contract value allocated to the Current Portfolio after June 30, 2004 will be placed in the Fidelity VIP Money Market Portfolio, a current investment option under such Contracts. Who will be the Adviser and Portfolio Manager of my Portfolio after the substitution? What will the management and advisory fees be after the substitution? The types of investment advisory and administrative services provided to the Replacement Portfolio are comparable to the types of investment advisory and administrative services provided to the Current Portfolio. Management of the Portfolios The overall management of the Replacement Portfolio is the responsibility of, and is supervised by, the Board of Trustees of Met Investors Series Trust. Manager Met Investors Advisory LLC (the "Manager") is the investment manager for the Replacement Portfolio. The Manager selects and pays the fees of Massachusetts Financial Services Company (MFS Research International's investment adviser) and monitors its investment program. Facts about the Manager: --------------------------------------------------------------------- The Manager is an affiliate of MetLife. The Manager manages a family of investment portfolios sold to separate accounts of MetLife and its affiliates to fund variable life insurance contracts and variable annuity certificates and contracts, with assets of approximately $22.6 billion as of December 31, 2003. The Manager is located at 22 Corporate Plaza Drive, Newport Beach, California 92660. --------------------------------------------------------------------- The Manager and Met Investors Series Trust have received an exemptive order from the Commission that permits the Manager, subject to certain conditions, and without the approval of shareholders to: (a) employ a new unaffiliated investment adviser for a portfolio of Met Investors Series Trust (including the Replacement Portfolio) pursuant to the terms of a new investment advisory agreement, in each case either as a replacement for an existing investment adviser or as an additional investment adviser; (b) change the terms of any investment advisory agreement; and (c) continue the employment of an existing investment adviser on the same advisory contract terms where a contract has been assigned because of a change in control of the investment adviser. In such circumstances, Contract owners would receive notice of such action, including the information concerning the new investment adviser that normally is provided in a proxy statement. The substitution will permit the Manager, under this exemptive order, to hire, monitor and replace sub-advisers as necessary to seek optimal performance and to ensure a consistent investment style. Adviser Massachusetts Financial Services Company (the "Adviser") is the investment adviser to MFS Research International. Pursuant to an Advisory Agreement with the Manager, the Adviser continuously furnishes an investment program for MFS Research International, makes day-to-day investment decisions on behalf of the Portfolio, and arranges for the execution of Portfolio transactions. Facts about the Adviser: --------------------------------------------------------------------- The Adviser is America's oldest mutual fund organization and has a history of money management dating from 1924. The Adviser had assets under management of approximately $___ billion as of December 31, 2003. The Adviser is located at 500 Boylston Street, Boston, Massachusetts 02116. --------------------------------------------------------------------- Portfolio Management The Portfolio is managed by a team of equity research analysts. Management Fees For its management and supervision of the daily business affairs of MFS Research International, the Manager is entitled to receive a monthly fee at the annual rate of 0.80% of the first $200 million of the Portfolio's average daily assets plus 0.75% of such assets over $200 million up to $500 million, plus 0.70% of such assets over $500 million up to $1 billion, plus 0.65% of such assets over $1 billion. Expense Limitation Agreement In the interest of limiting expenses of the Replacement Portfolio until April 30, 2004, the Manager has entered into an expense limitation agreement with Met Investors Series Trust ("Expense Limitation Agreement"). Pursuant to that Expense Limitation Agreement, the Manager has agreed to waive or limit its fees and to assume other expenses so that the total annual operating expenses of the Replacement Portfolio other than interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of each Portfolio's business and amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act are limited to 1.10% of daily net assets. The Replacement Portfolio may at a later date reimburse to the Manager the management fees waived or limited and other expenses assumed and paid by the Manager pursuant to the Expense Limitation Agreement provided the Replacement Portfolio has reached a sufficient asset size to permit such reimbursement to be made without causing the total annual expense ratio of the Portfolio to exceed the 1.10% percentage limit. Consequently, no reimbursement by the Replacement Portfolio will be made unless: (i) the Portfolio's total annual expense ratio is less than 1.10%; and (ii) the payment of such reimbursement has been approved by Met Investors Series Trust's Board of Trustees. The total amount of reimbursement to which the Manager may be entitled will equal, at any time, the sum of (i) all investment management fees previously waived or reduced by the Manager and (ii) all other payments previously remitted by the Manager to the Replacement Portfolio during any of the previous five fiscal years, less any reimbursement that the Portfolio has previously paid to the Manager with respect to (a) such investment management fees previously waived or reduced and (b) such other payments previously remitted by the Manager to the Portfolio. Advisory Fees Under the terms of the Advisory Agreement, the Adviser is paid by the Manager for providing advisory services to the Replacement Portfolio. The Portfolio does not pay a fee to the Adviser. THE PROPOSED SUBSTITUTION How will the substitution be carried out? MetLife Investors USA and Separate Account A have submitted an application to the Commission requesting approval of the proposed substitution of Class A shares of MFS Research International for Class A shares of Scudder International. If completed, the proposed substitution will result in MetLife Investors USA's redemption, in cash or "in-kind", of shares of the Current Portfolio. MetLife Investors USA will then use the proceeds (either cash or portfolio securities) of such redemption to purchase shares of the Replacement Portfolio. We anticipate that the Commission will approve the substitution on or about February 27, 2004. If approved, the proposed substitution will take place at relative net asset value with no change in the amount of your Contract value or death benefit or in the dollar value of your investment in the Subaccount that is presently invested in the Current Portfolio. You will not incur any fees or charges as a result of the proposed substitution and your rights and MetLife Investors USA's obligations under the Contract will not be altered in any way. All applicable expenses incurred in connection with the proposed substitution will be paid by MetLife Investors USA. In addition, the proposed substitution will not subject you to any federal income tax liability. The fees and charges that you pay under your Contract will not increase as a result of the proposed substitution. To the extent that the annualized expenses of the Replacement Portfolio during the twenty-four months following the substitution exceeds, for each fiscal period, the 2002 net expense level of the Current Portfolio, MetLife Investors USA will reduce Separate Account A (or subaccount) expenses under the Contract. Therefore, for two years following the proposed substitution, combined net expenses for the Replacement Portfolio and Separate Account A (or the subaccount invested in the Portfolio) will be no greater than the sum of the net expenses of the Current Portfolio and of Separate Account A (or the Subaccount) for the 2002 fiscal year. Nonetheless, after two years following the proposed substitution, the net expense levels for the Replacement Portfolio could be but are not anticipated to be higher than the 2002 net expense level for the Current Portfolio, but would not be offset by a reduction in subaccount expenses. In such an event, you may bear greater expenses than you would had the proposed substitution not occurred. You are entitled to approve or disapprove the proposed substitution. The proposed substitution will not take place for a class of Contract without the approval of Contract owners representing a majority of the accumulation units of the Subaccount for that class of Contract as of the Record Date. MetLife Investors USA intends to effect the proposed substitution on or about April 30, 2004, following the issuance of an order of approval by the Commission, the approval of the proposed substitution by Contract owners, and any approval required by state insurance regulators. RISKS OF THE PORTFOLIOS Are the risk factors for the Portfolios similar? Yes. The risk factors are similar due to the substantially similar investment objectives and similar investment policies of the Current Portfolio and the Replacement Portfolio. The risks of the Replacement Portfolio are described in greater detail in the Portfolio's Prospectus. What are the primary risks of investing in each Portfolio? An investment in each Portfolio is subject to certain risks. There is no assurance that investment performance of either Portfolio will be positive or that the Portfolios will meet their investment objectives. The following tables and discussions highlight the primary risks associated with investment in each of the Portfolios.
- ------------------------------------------------ --------------------------------------------------------------------- Each of the Portfolios is subject to Market Risk. - ------------------------------------------------ --------------------------------------------------------------------- - ------------------------------------------------ --------------------------------------------------------------------- MFS Research International Invests, under normal market conditions, at least 65% of its net assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts of foreign companies. - ------------------------------------------------ --------------------------------------------------------------------- - ------------------------------------------------ --------------------------------------------------------------------- Scudder International Invests primarily in common stocks of established companies, listed on foreign exchanges. - ------------------------------------------------ ---------------------------------------------------------------------
A Portfolio's share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including disappointing corporate earnings, adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or a company may deteriorate. In addition, an assessment by a Portfolio's investment adviser of particular companies may prove incorrect, resulting in losses or poor performance by those holdings, even in a rising market. A Portfolio could also miss attractive investment opportunities if its investment adviser underweights fixed income markets or industries where there are significant returns, and could lose value if the investment adviser overweights fixed income markets or industries where there are significant declines.
- ---------------------------------------- ------------------------------------------------------------------------ Each of the Portfolios is subject to Foreign Investment Risk. - ---------------------------------------- ------------------------------------------------------------------------ - ---------------------------------------- ------------------------------------------------------------------------ MFS Research International Invests, under normal market conditions, at least 65% of its net assets in common stocks and related securities of foreign companies (including up to 25% of its net assets in emerging market issues). The Portfolio does not emphasize any particular country and, under normal market conditions, will be invested in at least five countries. - ---------------------------------------- ------------------------------------------------------------------------ - ---------------------------------------- ------------------------------------------------------------------------ Scudder International Invests primarily in common stocks of established companies, listed on foreign exchanges. The Portfolio typically will invest in companies in at least three different countries, excluding the United States. - ---------------------------------------- ------------------------------------------------------------------------
Investments in foreign securities involve risks relating to political, social and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may include the seizure by the government of company assets, excessive taxation, withholding taxes on dividends and interest, limitations on the use or transfer of portfolio assets, and political or social instability. Enforcing legal rights may be difficult, costly and slow in foreign countries, and there may be special problems enforcing claims against foreign governments. Foreign companies may not be subject to accounting standards or governmental supervision comparable to U.S. companies, and there may be less public information about their operations. Foreign markets may be less liquid and more volatile than U.S. markets. Foreign securities often trade in currencies other than the U.S. dollar, and a Portfolio may directly hold foreign currencies and purchase and sell foreign currencies. Changes in currency exchange rates will affect a Portfolio's net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of foreign securities. An increase in the strength of the U.S. dollar relative to these other currencies may cause the value of a Portfolio to decline. Certain foreign currencies may be particularly volatile, and foreign governments may intervene in the currency markets, causing a decline in value or liquidity of a Portfolio's foreign currency or securities holdings. Costs of buying, selling and holding foreign securities, including brokerage, tax and custody costs, may be higher than those involved in domestic transactions. MFS Research International may invest in foreign securities of emerging markets. Investments in emerging markets include all of the risks of investments in foreign securities and are subject to severe price declines. The economic and political structures of developing nations, in most cases, do not compare favorably with the U.S. or other developed countries in terms of wealth and stability, and their financial markets often lack liquidity. Such countries may have relatively unstable governments, immature economic structures, national policies restricting investments by foreigners and economies based on only a few industries. For these reasons, all of the risks of investing in foreign securities are heightened by investing in emerging markets countries. The markets of developing countries have been more volatile than the markets of developed countries with more mature economies. These markets often have provided significantly higher or lower rates of return than developed markets, and significantly greater risks, to investors.
- ------------------------------------- -------------------------------------------------------------------------------- Each of the Portfolios is subject to Market Capitalization Risk. - ------------------------------------- -------------------------------------------------------------------------------- - ------------------------------------- -------------------------------------------------------------------------------- MFS Research International May invest in companies of any size. Equity securities may be listed on a securities exchange or traded in the over-the-counter markets. - ------------------------------------- -------------------------------------------------------------------------------- - ------------------------------------- -------------------------------------------------------------------------------- Scudder International Invests primarily in common stocks of established companies listed on foreign exchanges. - ------------------------------------- --------------------------------------------------------------------------------
Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that due to current market conditions that category may be out of favor. If valuations of large capitalization companies appear to be greatly out of proportion to the valuations of small or medium capitalization companies, investors may migrate to the stocks of small and mid-sized companies causing a Portfolio that invests in these companies to increase in value more rapidly than a Portfolio that invests in larger, fully-valued companies. Larger, more established companies may also be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. Investing in medium and small capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, and a more limited trading market for their stocks as compared with larger companies. Securities of smaller capitalization issuers may therefore be subject to greater price volatility and may decline more significantly in market downturns than securities of larger companies. In some cases, these companies may be relatively new issuers (i.e., those having continuous operation histories of less than three years) which carries other risks in addition to the risks of other medium and small capitalization companies. New issuers may be more speculative because such companies are relatively unseasoned. These companies will often be involved in the development or marketing of a new product with no established market, which could lead to significant losses.
- ------------------------------------------------------------ --------------------------------------------------------- Each of the Portfolios is subject to Investment Style Risk. - ------------------------------------------------------------ --------------------------------------------------------- - ------------------------------------------------------------ --------------------------------------------------------- MFS Research International The Portfolio focuses on foreign companies (including up to 25% of its net assets in emerging market issues) that the Portfolio's Adviser believes have favorable growth prospects and attractive valuations based on current and expected earnings or cash flow. - ------------------------------------------------------------ --------------------------------------------------------- - ------------------------------------------------------------ --------------------------------------------------------- Scudder International Invests primarily in common stocks of established companies, which are believed to have favorable growth characteristics. - ------------------------------------------------------------ ---------------------------------------------------------
Different investment styles tend to shift in and out of favor depending upon market and economic conditions as well as investor sentiment. A Portfolio may outperform or underperform other funds that employ a different investment style. A Portfolio may also employ a combination of styles that impact its risk characteristics. Examples of different investment styles include growth and value investing. Growth stocks may be more volatile than other stocks because they are more sensitive to investor perceptions of the issuing company's growth of earnings potential. Also, since growth companies usually invest a high portion of earnings in their business, growth stocks may lack the dividends of value stocks that can cushion stock prices in a falling market. Growth oriented funds will typically underperform when value investing is in favor. Value stocks are those which are undervalued in comparison to their peers due to adverse business developments or other factors. Value investing carries the risk that the market will not recognize a security's inherent value for a long time, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. Value oriented funds will typically underperform when growth investing is in favor. Are there any other risks of investing in each Portfolio? MFS Research International may invest a substantial amount of its assets in issuers located in a single country or a limited number of countries. If the Portfolio focuses its investments in this manner, it assumes the risk that economic, political and social conditions in those countries will have a significant impact on its investment performance. Portfolio Turnover. The Portfolios' investment advisers will sell a security when they believe it is appropriate to do so, regardless of how long a Portfolio has owned that security. Buying and selling securities generally involves some expense to a Portfolio, such as commissions paid to brokers and other transaction costs. Generally speaking, the higher a Portfolio's annual portfolio turnover rate, the greater its brokerage costs. Increased brokerage costs may adversely affect a Portfolio's performance. Annual turnover rate of 100% or more is considered high and will result in increased costs to a Portfolio. The Portfolios generally will have an annual turnover rate of 100% or more. The Portfolios have other investment policies, practices and restrictions which, together with their related risks, are also set forth in the Prospectuses and Statements of Additional Information of the Portfolios. GENERAL VOTING INFORMATION Who is eligible to vote? A Contract owner is entitled to one vote for each accumulation unit that the owner owns in the Subaccount. As of the Record Date, the total number of accumulation units held in the Subaccount for each class of Contract and entitled to vote was: - ---------------------------------------- -------------------------------------- Contract Number of Subaccount Units - ---------------------------------------- -------------------------------------- - ---------------------------------------- -------------------------------------- Imprint - ---------------------------------------- -------------------------------------- - ---------------------------------------- -------------------------------------- Flexible Bonus - ---------------------------------------- -------------------------------------- - ---------------------------------------- -------------------------------------- Ultimate Annuity - ---------------------------------------- -------------------------------------- - ---------------------------------------- -------------------------------------- Flexible Value - ---------------------------------------- -------------------------------------- - ---------------------------------------- -------------------------------------- Smart Choice - ---------------------------------------- -------------------------------------- For each class of Contract, approval of the proposed substitution requires the affirmative vote of a majority of the Subaccount's outstanding accumulation units held by owners of that Contract on the Record Date. To the knowledge of MetLife Investors USA, no owner beneficially owned, directly or indirectly, Contracts representing more than 5% of the accumulation units in the Subaccount as of the Record Date. To the knowledge of MetLife Investors USA, none of the directors or officers of MetLife Investors USA, individually or as a group, beneficially own, directly or indirectly, over 1% of the outstanding accumulation units of the Subaccount as of the Record Date. Any beneficial financial interest that MetLife Investors USA may have in the Subaccount is immaterial in relation to the interests of owners and MetLife Investors USA will not cast any votes. How do I vote on the substitution proposal? If you properly execute and return the enclosed Voting Instruction Card to MetLife Investors USA at 22 Corporate Plaza Drive, Newport Beach, California 92660 by April 23, 2004 at 4:00 p.m. Pacific Time (the "Voting Deadline"), MetLife Investors USA will count your vote when calculating the results of the solicitation. MetLife Investors USA may disregard any Voting Instruction Cards received after the Voting Deadline. Votes attributable to Voting Instruction Cards that are properly executed and returned but are not marked "For" or "Against" the proposed substitution, will be counted as "For." A vote to "Abstain" will have the effect of a vote "Against" the proposed substitution. You also may vote by telephone by calling 1-866-235-4258 and following the instructions, faxing your Voting Instruction Card (both front and back) to 1-888-796-9932, or by visiting our voting agent's website https://vote.proxy-direct.com and following the instructions. If you cast your telephone, facsimile or website vote by the Voting Deadline, MetLife Investors USA will count your vote when calculating the results of the solicitation. MetLife Investors USA may disregard any votes cast by telephone or facsimile or at the website after the Voting Deadline (or any extension of the Voting Deadline). MetLife Investors USA or its voting agent will use reasonable procedures to (such as requiring an identification number) to verify the authenticity of voters using the telephone, facsimile or website voting facilities. Your voting authentication number is found on the accompanying Voting Instruction Card. Can I change my vote after I have submitted it? Any Contract owner who has submitted a Voting Instruction Card has the right to change his or her vote at any time prior to the Voting Deadline by submitting a letter requesting the change or a later-dated Voting Instruction Card that MetLife Investors USA receives at the above address on or before the Voting Deadline. If MetLife Investors USA does not receive sufficient votes to approve the proposal, it may extend the Voting Deadline and conduct a further solicitation of votes. MetLife Investors USA will solicit votes primarily by mail, but may supplement this effort by telephone calls, telegrams, e-mails, personal interviews, and other communications by officers, employees, and agents of MetLife Investors USA or its affiliates. In addition, Alamo Direct has been retained to assist in the solicitation of votes. It is expected that the cost of retaining Alamo Direct for such solicitation will be approximately $__________. The costs for solicitation of votes, like the other costs associated with the substitution, will be borne by MetLife Investors USA. METLIFE INVESTORS USA INSURANCE COMPANY RECOMMENDS THAT YOU VOTE TO "APPROVE" THE PROPOSED SUBSTITUTION. GENERAL INFORMATION MetLife Investors USA Insurance Company MetLife Investors USA is a stock life insurance company organized under Delaware Law in 1960. MetLife Investors USA is authorized to transact the business of life insurance, including annuities, in the District of Columbia and all states except New York. Its principal executive offices are located at 22 Corporate Plaza Drive, Newport Beach, California 92660. MetLife Investors USA is a wholly-owned subsidiary of MetLife Investors Group, Inc. MetLife Investors Group, Inc., in turn, is an indirect wholly-owned subsidiary of MetLife, Inc., the parent of MetLife. MetLife, Inc. is listed on the New York Stock Exchange and, through its affiliates, is a leading provider of insurance and other financial products and services to individuals and groups. MetLife Investors USA Separate Account A Separate Account A is a separate investment account of MetLife Investors USA established under Delaware law on May 29, 1980. Each subaccount invests in a corresponding portfolio of an open-end management investment company. The variable annuity contracts that invest in the Current Portfolio, including your Contract, have been issued through Separate Account A and interests in Separate Account A offered through such variable annuity contracts have been registered under the Securities Act of 1933, as amended (the "1933 Act"). Separate Account A is registered the Commission under the Investment Company Act of 1940, as amended (the "1940 Act") as a unit investment trust type of investment company. Met Investors Series Trust Shares of Met Investors Series Trust are sold exclusively to insurance company separate accounts to fund benefits under variable annuity contracts and variable life insurance policies sponsored by MetLife Investors USA and its affiliates, or employer pension and profit sharing plans. Met Investors Series Trust is a Delaware statutory trust organized on July 27, 2000. Met Investors Series Trust is registered under the 1940 Act as open-end management investment companies of the series type, and its securities are registered under the 1933 Act. Met Investors Series Trust currently offers 21 series. Service Providers MetLife Investors Distribution Company, an indirect wholly-owned subsidiary of MetLife Investors Group, Inc. located at 22 Corporate Plaza Drive, Newport Beach, California 92660, is the principal underwriter for Separate Account A and for Met Investors Series Trust. Owner Proposals Contract owners have no rights under the Contracts to put voting proposals before the owners. Prospectuses and Annual Reports Upon request, MetLife Investors USA will furnish, without charge, a copy of the most recent annual and semi-annual shareholder reports and current prospectuses and statements of additional information for the Replacement Portfolio and for the Current Portfolio, respectively. To request any of these, please call MetLife Investors USA at 1-800-283-4536, or write to MetLife Investors USA at 22 Corporate Plaza Drive, Newport Beach, California 92660. Each of these documents is incorporated by reference in this document. (This means that it is legally considered to be a part of this Voting Information Statement.) You can also obtain copies of any of these documents without charge on the EDGAR database on the Commission's Internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following email address: publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. Dissenter's Rights of Appraisal Taken together, Delaware Insurance law and the terms of the Contracts do not appear to provide appraisal rights to investors, such as Contract owners, beyond their right to receipt of the cash surrender value of their Contracts. MetLife Investors USA believes that, for transactions such as the proposed substitution, this requires, in effect, that accumulation units have a value equal to their net asset value determined as of 4:00 p.m. on the date of the proposed substitution. Interpretations of the 1940 Act by the SEC staff limit appraisal rights of investors in a registered unit investment trust, such as Contract owners, to those provided by Rule 22c-1 under the 1940 Act. Rule 22c-1, in effect, requires for transactions such as the proposed substitution, that accumulation units have a value equal to their net asset value per share determined as of 4:00 p.m. on the date of the proposed substitution. You should note, however, that before the proposed substitution occurs, Contract owners will be permitted to make a transfer of Contract value (or annuity unit exchange) from the Subaccount to any other subaccount without charge and without that transfer (or exchange) counting towards the number permitted or the number permitted without charge under their Contract. During the 30 days after the proposed substitution, Contract owners will be permitted to make a transfer of Contract value (or annuity unit exchange) from the subaccount investing in the Replacement Portfolio to any other subaccount without charge and without that transfer (or exchange) counting towards the number permitted or the number permitted without charge under their Contract. Inquiries Owners may make inquiries by contacting their registered representative or by writing MetLife Investors USA at 22 Corporate Plaza Drive, Newport Beach, California 92660, or by calling 1-800-283-4536. METLIFE INVESTORS USA REQUESTS THAT YOU PROMPTLY EXECUTE AND RETURN THE ENCLOSED VOTING INSTRUCTION CARD. A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. FORM OF VOTING INSTRUCTION CARD MetLife Investors USA Insurance Company 22 Corporate Plaza Drive Newport Beach, California 92660 YOUR VOTE IS VERY IMPORTANT! PLEASE SIGN, DATE AND RETURN THIS VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE TODAY! Name of Contract Owner Voting Control Number: --------------------- Address City, ST 00000 I, the undersigned, hereby instruct MetLife Investors USA Insurance Company ("MetLife Investors USA") to count all of the accumulation units that I owned as of January 30, 2004, in the subaccount(s) of MetLife Investors USA Separate Account A listed on the reverse side as being voted as indicated on this Voting Instruction Card. METLIFE INVESTORS USA RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL(S). ----------------------------------------------------------------------------- You may also vote by: o Telephone: 1. Call toll free 1-866-235-4258. 2. Enter your voting control number (found above). 3. Follow the simple instructions. o Fax: After completing and signing this Card, fax it (both front and back sides) to 1-888-796-9932. o Internet: Visit our website at https://vote.proxy-direct.com and follow the instructions for voting via Internet. ----------------------------------------------------------------------------- THESE VOTING INSTRUCTIONS ARE BEING SOLICITED ON BEHALF OF METLIFE INVESTORS USA. RECEIPT OF THE ACCOMPANYING VOTING INFORMATION STATEMENT(S), AS APPLICABLE, IS HEREBY ACKNOWLEDGED. NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD. When signing as attorney, executor, administrator, trustee, guardian, or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. ------------------------- Signature ------------------------ Signature (if held jointly) ------------------------- Date (Please see reverse side to vote.) ACCUMULATION UNITS HELD ON YOUR BEHALF WILL BE VOTED AS INDICATED BELOW OR AS "FOR" ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. If this Voting Instruction Card is signed and returned and no specification is made, MetLife Investors USA will count the vote as "FOR" all of the Proposals. Please note that a vote to "ABSTAIN" will have the same effect as a "NO" vote. To be counted, Voting Instruction Cards must be received by MetLife Investors USA no later than Friday, April 23, 2004 at 4:00 p.m. Pacific Time. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW. EXAMPLE: |X| SUBACCOUNT(s) UNITS [Current Subaccount Name] METLIFE INVESTORS USA RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE FOLLOWING: To approve the substitution of Class A shares of the Replacement Portfolio(s) listed below for the shares of the corresponding Current Portfolio(s) listed below that is currently included as an investment option under certain variable insurance contracts offered by MetLife Investors USA Insurance Company.
Replacement Portfolio Current Portfolio 1. [Name of Replacement Portfolio], a series [Class of shares] shares of [Name of of [Name of Trust] Current Portfolio] Mark |_| To Vote FOR |_| To Vote AGAINST |_| To ABSTAIN From Voting.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE BEFORE MAILING OR FAXING -----END PRIVACY-ENHANCED MESSAGE-----