<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MetLife, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
59156R108
(CUSIP Number)
Gary A. Beller, Esq.
Senior Executive Vice-President and General Counsel
MetLife, Inc.
One Madison Avenue
New York, NY 10010-3690
(212) 578-2211
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 30, 2000
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because
of Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7(b) for other parties
to whom copies are to be sent.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
* The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
<PAGE> 2
SCHEDULE 13D
CUSIP No. 59156R108 Page 2 of 11 Pages
<TABLE>
<S> <C>
(1) Names of Reporting Persons Board of Directors of MetLife, Inc.,
as an entity
S.S. or I.R.S. Identification
Nos. of Above Persons Not applicable.
- ----------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
- ------------------------------------------------------------------------
(3) SEC Use Only
- ------------------------------------------------------------------------
(4) Source of Funds Not Applicable. See Item 4
- ------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------
(6) Citizenship or Place of
Organization U.S.A.
- ------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned
by Each Reporting -------------------------------------------------
Person With (8) Shared Voting Power 485,891,808
-------------------------------------------------
(9) Sole Dispositive Power 0
-------------------------------------------------
(10) Shared Dispositive Power 0
- ------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 485,891,808
- ------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
- ------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 62.0 %
- ------------------------------------------------------------------------
(14) Type of Reporting Person IC
</TABLE>
<PAGE> 3
SCHEDULE 13D
CUSIP No. 59156R108 Page 3 of 11 Pages
Items 4 and 5 are amended as set forth below:
ITEM 4. PURPOSE OF TRANSACTION.
The Board of Directors is reporting beneficial
ownership of 485,891,808 shares of Common Stock (the
"Shares") held by the MetLife Policyholder Trust (the
"Trust") under the Plan of Reorganization, dated September
28, 1999, as amended (the "Plan"), of Metropolitan Life
Insurance Company ("MetLife").
On April 7, 2000, 494,466,664 Shares were issued
to the Trust pursuant to Section 5.2(d) of the Plan, a copy
of which is filed as an exhibit to this statement. No
consideration has been separately provided therefor by any
member of the Board of Directors, except for Shares
allocated to such member pursuant to the Plan. Since April
7, 2000, transactions by Beneficiaries under the Purchase
and Sale Program provided for by the Trust Agreement (as
defined below) have resulted in a decrease in the number of
Shares held by the Trust from 494,466,664 to 485,891,808.
Under the Plan and the MetLife Policyholder Trust
Agreement, dated as of November 3, 1999 (the "Trust
Agreement"), by and among MetLife, the Issuer, Wilmington
Trust Company (the "Trustee") and ChaseMellon Shareholder
Services, L.L.C., as custodian (the "Custodian"), a copy of
which is attached as an exhibit to this statement, certain
eligible policyholders of MetLife ("Trust Eligible
Policyholders") have been allocated a number of interests
in the Trust ("Trust Interests") equal to the number of
shares of Common Stock allocated to the Trust Eligible
Policyholder in accordance with the Plan. The assets of
the Trust principally are the Shares issued to the Trust
for the benefit of the Trust Eligible Policyholders and
permitted transferees (collectively, the "Beneficiaries").
The Shares are held in the name of the Trustee, on behalf
of the Trust, which has legal title over the Shares. The
Beneficiaries do not have legal title to any part of the
assets of the Trust. The Trust Interests represent
undivided fractional interests in the Shares and other
assets of the Trust beneficially owned by a Trust
Beneficiary through the Custodian.
The Trust Agreement provides the Trustee with
directions as to the manner in which to vote, assent or
consent the Shares at all times during the term of the
Trust. On all matters brought for a vote before the
stockholders of the Issuer, with the exception of a
Beneficiary Consent Matter (as defined below), the Trustee
will vote in accordance with the recommendation given by
the Board of Directors of the Issuer to its stockholders
or, if no such recommendation is given, as directed by the
Board. On all Beneficiary Consent Matters, the Trustee
will vote all of the Shares in favor of, in opposition to
or abstain from the matter in the same ratio as the Trust
Interests of the Beneficiaries that returned voting
instructions to the Trustee indicated preferences for
voting in favor of, in opposition to or abstaining from
such matter. The Trust Agreement also contains provisions
allowing Beneficiaries to instruct the Custodian to
withdraw their allocated
<PAGE> 4
SCHEDULE 13D
CUSIP No. 59156R108 Page 4 of 11 Pages
Trust Shares to participate in any tender or exchange offer for
the Common Stock and to make any cash or share election, or
perfect any dissenter's rights, in connection with a merger of
the Issuer.
A "Beneficiary Consent Matter" is:
(i) a contested election of directors or,
subject to certain conditions, the removal of a director,
(ii) a merger or consolidation, a sale, lease
or exchange of all or substantially all of the assets or a
recapitalization or dissolution of the Issuer, if it
requires a vote of stockholders under applicable Delaware
law,
(iii) any transaction that would result in an
exchange or conversion of the Shares for cash, securities
or other property,
(iv) issuances of Common Stock prior to the
first anniversary of the effective date of the Plan (the
"Effective Date") at a price materially below the
prevailing market price, if a vote is required to approve
the issuance under Delaware law, other than issuances in an
underwritten public offering or pursuant to an employee
benefit plan,
(v) before the first anniversary of the
Effective Date, any matter that requires approval by a
vote of more than a majority of the outstanding stock
of the Issuer entitled to vote thereon under Delaware
law or the certificate of incorporation or the by-laws
of the Issuer, and any amendment to the certificate of
incorporation or by-laws of the Issuer that is
submitted to a vote of stockholders for approval and
(vi) proposals submitted to stockholders
requiring the Board of Directors to amend the Issuer's
Stockholder Rights Plan, or redeem rights under that plan,
other than a proposal with respect to which the Issuer has
received advice of nationally-recognized legal counsel to
the effect that the proposal is not a proper subject for
stockholder action under Delaware law.
The Trust Agreement contains provisions enabling
the Beneficiaries to withdraw the Shares allocated to them
under the Plan and the Trust Agreement for resale or
otherwise and to receive dividends on such Shares.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 59156R108 Page 5 of 11 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As an entity, the Board of Directors of the Issuer
beneficially owns 485,891,808 shares of Common Stock.
The Board of Directors of the Issuer is deemed to
beneficially own the shares of Common Stock held by
the Trust because the Board will direct the voting of
these shares on certain matters submitted to a vote
of stockholders. See Item 4.
(b) As an entity, the Board of Directors of the Issuer
has shared voting power with respect to 485,891,808
shares of Common Stock.
(c) Except as described in Item 4, there were no
transactions in the class of securities reported on that
were effected by the Reporting Persons since April 7, 2000,
the date of the last filing on Schedule 13D, other than
transactions by Beneficiaries under the Purchase and Sale
Program provided for by the Trust Agreement, resulting in a
decrease in the number of shares of Common Stock held by
the Trust from 494,466,664 to 485,891,808.
(d) The Beneficiaries of the Trust have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares
allocated to them under the Plan and the Trust Agreement.
See Item 4.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 59156R108 Page 6 of 11 Pages
SIGNATURES.
After reasonable inquiry and to the best of my
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
Dated: May 19, 2000
/s/ ROBERT H. BENMOSCHE
- ------------------------
Robert H. Benmosche
/s/ CURTIS H. BARNETTE
- ------------------------
Curtis H. Barnette
/s/ GERALD CLARK
- ------------------------
Gerald Clark
/s/ JOAN GANZ COONEY
- ------------------------
Joan Ganz Cooney
/s/ BURTON A. DOLE, JR.
- ------------------------
Burton A. Dole, Jr.
/s/ JAMES R. HOUGHTON
- ------------------------
James R. Houghton
/s/ HARRY P. KAMEN
- ------------------------
Harry P. Kamen
<PAGE> 7
SCHEDULE 13D
CUSIP No. 59156R108 Page 7 of 11 Pages
/s/ HELENE L. KAPLAN
- ------------------------
Helene L. Kaplan
/s/ CHARLES M. LEIGHTON
- ------------------------
Charles M. Leighton
/s/ ALLEN E. MURRAY
- ------------------------
Allen E. Murray
/s/ STEWART G. NAGLER
- ------------------------
Stewart G. Nagler
/s/ JOHN J. PHELAN, JR.
- ------------------------
John J. Phelan, Jr.
/s/ HUGH B. PRICE
- ------------------------
Hugh B. Price
/s/ ROBERT G. SCHWARTZ
- ------------------------
Robert G. Schwartz
/s/ RUTH J. SIMMONS
- ------------------------
Ruth J. Simmons
<PAGE> 8
SCHEDULE 13D
CUSIP No. 59156R108 Page 8 of 11 Pages
/s/ WILLIAM C. STEERE, JR.
- --------------------------
William C. Steere, Jr.
<PAGE> 1
SCHEDULE 13D
CUSIP No. 59156R108 Page 9 of 11 Pages
Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, each of the
undersigned agrees that the Statement on Amendment No. 1 to
Schedule 13D, to which this exhibit is attached, is filed
on his or her behalf.
Dated: May 19, 2000
/s/ ROBERT H. BENMOSCHE
- --------------------------
Robert H. Benmosche
/s/ CURTIS H. BARNETTE
- --------------------------
Curtis H. Barnette
/s/ GERALD CLARK
- --------------------------
Gerald Clark
/s/ JOAN GANZ COONEY
- --------------------------
Joan Ganz Cooney
/s/ BURTON A. DOLE, JR.
- --------------------------
Burton A. Dole, Jr.
/s/ JAMES R. HOUGHTON
- --------------------------
James R. Houghton
<PAGE> 2
SCHEDULE 13D
CUSIP No. 59156R108 Page 10 of 11 Pages
/s/ HARRY P. KAMEN
- --------------------------
Harry P. Kamen
/s/ HELENE L. KAPLAN
- --------------------------
Helene L. Kaplan
/s/ CHARLES M. LEIGHTON
- --------------------------
Charles M. Leighton
/s/ ALLEN E. MURRAY
- --------------------------
Allen E. Murray
/s/ STEWART G. NAGLER
- --------------------------
Stewart G. Nagler
/s/ JOHN J. PHELAN, JR.
- --------------------------
John J. Phelan, Jr.
/s/ HUGH B. PRICE
- --------------------------
Hugh B. Price
/s/ ROBERT G. SCHWARTZ
- --------------------------
Robert G. Schwartz
/s/ RUTH J. SIMMONS
- --------------------------
Ruth J. Simmons
<PAGE> 3
SCHEDULE 13D
CUSIP No. 59156R108 Page 11 of 11 Pages
/s/ WILLIAM C. STEERE, JR.
- --------------------------
William C. Steere, Jr.
