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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MetLife Policyholder Trust
(Exact name of registrant as specified in its charter)
Delaware Applied For
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1100 North Market Street, Wilmington DE 19890
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. / /
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. /X/
Securities Act registration statement file number to which this Form relates:
not applicable (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Beneficial Interests in the MetLife Policyholder Trust
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Item 1. Description of Registrant's Securities
to be Registered
Trust Interests
The Trust Interests registered hereby are issued pursuant to the
MetLife Policyholder Trust Agreement, dated as of November 3, 1999 (the "Trust
Agreement"), by and among Metropolitan Life Insurance Company ("MetLife"),
MetLife, Inc. (the "Holding Company"), Wilmington Trust Company (the "Trustee")
and ChaseMellon Shareholder Services, L.L.C., as custodian (the "Custodian"), in
connection with the conversion of MetLife from a mutual life insurance company
to a stock life insurance company under the Plan of Reorganization, dated
September 28, 1999, as amended, of MetLife (the "Plan").
The Trust Interests will be issued to certain policyholders of
MetLife ("Trust Eligible Policyholders") pursuant to the Plan on the effective
date of the Plan (the "Effective Date"). Under the Plan and the Trust Agreement,
each Trust Eligible Policyholder will be allocated a number of Trust Interests
equal to the number of shares of common stock, par value $0.01 per share, of the
Holding Company ("Common Stock"), allocated to the Trust Eligible Policyholder
in accordance with the Plan. The assets of the Trust will principally be the
shares of Common Stock issued to the Trust (the "Trust Shares") for the benefit
of the Trust Eligible Policyholders and permitted transferees (collectively, the
"Beneficiaries"). The Trust Shares will be held in the name of the Trustee, on
behalf of the Trust, which will have legal title over the Trust Shares. The
Beneficiaries will not have legal title to any part of the assets of the Trust.
The Trust Interests will represent undivided fractional interests in the Trust
Shares and other assets of the Trust beneficially owned by a Trust Beneficiary
through the Custodian. A Trust Interest entitles the Beneficiary to certain
rights, including the right to: (i) receive dividends distributed upon Trust
Shares; (ii) have Trust Shares withdrawn from the Trust to be sold for cash
through a purchase and sale program established by the Holding Company pursuant
to the Plan (the "Purchase and Sale Program"); (iii) deposit in the Trust
additional shares of Common Stock purchased through the Purchase and Sale
Program; (iv) withdraw Trust Shares after the first anniversary of the
Effective Date; and (v) instruct the Trustee to vote the Trust Shares on certain
matters; each as further described in and limited by the terms of the Trust
Agreement. The Trustee has no beneficial interest in the Trust Shares.
As a general rule, Beneficiaries will be prohibited from selling,
transferring, assigning, pledging or otherwise disposing of their Trust
Interests; however, Trust Interests may be transferred
(i) from the estate of a deceased Beneficiary to one or more
beneficiaries taking by operation of law or pursuant to testamentary
succession,
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(ii) to the spouse or issue of a Beneficiary or to an entity,
selected by a Beneficiary, provided that transfers to such entity are
deductible for Federal income, gift and estate tax purposes under Sections
170, 2055 and 2522 of the Internal Revenue Code of 1986, as amended, or to
a trust established for the exclusive benefit of one or more of the
following: (x) Beneficiaries, (y) individuals described in this clause
(ii), or (z) entities described in this clause (ii),
(iii) to a trust established to hold Trust Interests on behalf of an
employee benefit plan,
(iv) if the Beneficiary is not a natural person, by operation of law
to the surviving entity upon the merger or consolidation of such
Beneficiary into another entity, to the purchaser of substantially all the
assets of such Beneficiary or to the appropriate persons upon the
dissolution, termination or winding up of such Beneficiary,
(v) by operation of law as a consequence of the bankruptcy or
insolvency of such Beneficiary or the granting of relief to such
Beneficiary under the Federal bankruptcy laws, or
(vi) from a trust holding an insurance policy on behalf of the
insured person under such policy, to such persons as will be required
pursuant to the terms of such trust.
In addition, if the Board of Directors of the Holding Company determines that
there is, at any time, a material risk that the assets of the Trust may be
characterized as "plan assets" under United States Department of Labor Reg.
Section 2510.3-101, the Board may direct the Trustee to distribute to the
Custodian, for distribution to one or more Beneficiaries, a number of Trust
Shares (not to exceed the total number of such Beneficiaries' Trust Interests)
as the Board may determine to be necessary or appropriate to ensure that the
assets of the Trust will not be so characterized as "plan assets".
A transferee of Trust Interests will become subject to the Trust
Agreement. Trust Interests will be held in the name of the Custodian, which
will keep a record of the Trust Interests of the Beneficiaries on a book-entry
system maintained by the Custodian. The Trust Interests will not be represented
by certificates or other evidences of ownership.
The Plan provides that Beneficiaries may instruct the program agent
for the Purchase and Sale Program to withdraw their allocated shares from the
Trust for sale through the Purchase and Sale Program, beginning on the later of
(i) the termination of any stabilization arrangements and trading restrictions
in connection with the distribution of the offering and (ii) the closing of all
underwriters' over-allotment options that have been exercised and the expiration
of all unexercised options. Beneficiaries allocated less
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than 1,000 shares of Common Stock under the Plan will also be entitled to
purchase in the Purchase and Sale Program additional shares to bring their Trust
Interests up to 1,000 shares, subject to a minimum of $250 per purchase (or such
lesser amount that would cause the Beneficiary to hold the 1,000 maximum number
of Trust Interests), beginning on the first trading day following the 90th day
after the Effective Date. The number of Trust Interests allocated to
Beneficiaries will be adjusted for any shares of Common Stock purchased or sold
in the Purchase and Sale Program such that the Trust Interests held by a
Beneficiary will always equal the number of shares of Common Stock allocated to
the Beneficiary.
Beginning one year after the Effective Date, Beneficiaries may
withdraw all, but not less than all, of their allocated shares of Common Stock
at any time by providing written notice to the Trustee.
The Trust Agreement provides the Trustee with directions as to the
manner in which to vote, assent or consent the Trust Shares at all times during
the term of the Trust. On all matters brought for a vote before the stockholders
of the Holding Company, 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 Holding Company 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 Trust 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 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 Holding Company.
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 Holding Company, if it requires a vote of stockholders under
applicable Delaware law,
(iii) any transaction that would result in an exchange or
conversion of the Trust Shares for cash, securities or other property,
(iv) issuances of Common Stock prior to the first anniversary of
the Effective Date at a price materially below the prevailing market
price, if a vote is
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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 Holding Company entitled to vote thereon under
Delaware law or the certificate of incorporation or the by-laws of the
Holding Company, and any amendment to the certificate of incorporation or
by-laws of the Holding Company that is submitted to a vote of stockholders
for approval and
(vi) proposals submitted to stockholders requiring the Board of
Directors to amend the Holding Company's Stockholder Rights Plan, or
redeem rights under that plan, other than a proposal with respect to which
the Holding Company 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.
Proxy solicitation materials, annual reports and information
statements received by the Custodian in connection with any matter not involving
a Beneficiary Consent Matter will be made available by the Holding Company to
Beneficiaries for their information on a website maintained by the Holding
Company or by mail upon request and at the Holding Company's expense, but voting
instructions to the Trustee will not be solicited and, if instructions are
received, they will not be binding on the Trustee.
The Trust Agreement provides that regular cash dividends, if any,
collected or received by the Trustee with respect to the Trust Shares will be
distributed by the Custodian semi-annually to the Beneficiaries within 90 days
after receipt by the trustee. Distribution of all other cash dividends will be
made by the Custodian to the Beneficiaries on the first business day following
the 30th day after the Trust receives the dividends. Alternatively, the Trustee
may arrange with the Holding Company for the direct payment by the Holding
Company of such cash dividends to the Beneficiaries. The Trust Agreement further
provides that pending such distribution, cash dividends may be invested in
short-term obligations of or guaranteed by the United States, or any agency or
instrumentality thereof, and in certificates of deposit of any bank or trust
company having a combined capital and surplus not less than $500,000,000.
Dividends or other distributions in Common Stock will be allocated to the
Beneficiaries and held by the Trustee as Trust Shares. Generally, all other
distributions by the Holding Company to its stockholders will be held and
distributed by the Trustee to the Beneficiaries in proportion to their Trust
Interests.
The Trust will terminate on the 90th day after the date on which the
Trustee will have received notice from the Holding Company that the number of
Trust Shares held by the Trust is equal to 10% or less of the number of issued
and outstanding shares of
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Common Stock or on the date on which the last Trust Share will have been
withdrawn, distributed or exchanged. The Trust may be terminated earlier:
(i) on the 90th day after the date on which the Trustee receives
written notice from the Holding Company, given in the Holding Company's
discretion at any time, that the number of Trust Shares is 25% or less of
the number of issued and outstanding shares of Common Stock,
(ii) on the date on which the Trustee receives written notice from
the Holding Company that the Board of Directors of the Holding Company has
determined, as a result of any amendment of, or change (including any
announced prospective change) in the laws (or any regulations thereunder)
of the United States or any State, Commonwealth or other political
subdivision or authority thereof or therein, or any official
administrative pronouncement or judicial decision interpreting or applying
such law or regulation, or any changes in the facts or circumstances
relating to the Trust, that maintaining the Trust is or is reasonably
expected to become burdensome to the Holding Company or the Beneficiaries,
(iii)on the date on which any rights issued under a stockholder
rights plan adopted by the Holding Company and held by the Trust become
separately tradeable from the Trust Shares to which they relate, or
(iv) on the date on which there is an entry of a final order for
termination or dissolution of the Trust or similar relief by a court of
competent jurisdiction.
The Trust may also have to be terminated at some point in time if the rule
against perpetuities applies.
Upon termination of the Trust, the remaining Trust Shares will be
distributed in book entry form to each Beneficiary, if book entry shares are
permitted by applicable law, together with the Beneficiary's proportionate share
of all unpaid distributions and dividends and Trust Interest earned thereon. The
Trust Agreement provides that the Holding Company may, in its discretion, offer
to purchase such shares at the market price of the Common Stock at the time of
the purchase.
The Trust Agreement may be amended from time to time by the Trustee,
the Custodian, the Holding Company and MetLife, without the consent of any
Beneficiary, (i) to cure any ambiguity, correct or supplement any provision
therein that may be inconsistent with any other provision therein, or to make
any other provision with respect to matters or questions arising under the Trust
Agreement, which will not be inconsistent with the other provisions of the
Trust Agreement, provided that the action does not adversely affect the Trust
Interests of the Beneficiaries, (ii) to modify, eliminate or add to any
provisions of the Trust Agreement to such extent as will be necessary to ensure
that
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the Trust will be classified for United States federal income tax purposes as a
grantor trust at all times or to ensure that the Trust will not be required to
register as an investment company under the Investment Company Act of 1940, as
amended, or (iii) to reflect the effect of a merger or consolidation in which
the Holding Company is not the surviving corporation and the other company into
which the Holding Company is merged or consolidated assumes its obligations
under the Trust Agreement. The Trust Agreement may also be amended with the
consent of Beneficiaries representing more than one-half of the Trust Interests,
provided that no such amendment or waiver will, without the consent of each
Beneficiary affected thereby, reduce the Trust Interests or otherwise eliminate
or materially postpone the right of any Beneficiary to receive dividends or
other distributions or to make elections under the Purchase and Sale Program or
to withdraw Trust Shares. Any such amendment made prior to the first anniversary
of the Effective Date will require the prior approval of the New York
Superintendent of Insurance.
Beneficiaries will not have any preemptive rights with respect to the
Trust Interests. There is no provision for any sinking fund with respect to the
Trust Interests.
Common Stock, $0.01 par value
The description of the Holding Company's Common Stock is incorporated
by reference to the information appearing under "Description of Capital Stock"
in the Preliminary Prospectus of the Holding Company which forms a part of the
Holding Company's Registration Statement on Form S-1, filed November 23, 1999,
as amended (File No. 333-91517) (the "Registration Statement")
Rights to Purchase Series A Junior Participating Preferred Stock
The description of the Holding Company's Series A Junior
Participating Preferred Stock Purchase Rights with respect to Common Stock is
incorporated by reference to the information appearing under the description
"Description of Capital Stock -- Stockholder Rights Plan" in the Holding
Company's Preliminary Prospectus which forms a part of the Registration
Statement.
Item 2. Exhibits
The following exhibits are filed herewith (or incorporated by
reference as indicated below):
*1. MetLife Policyholder Trust Agreement, dated as of November 3,
1999, by and among Metropolitan Life Insurance Company, MetLife,
Inc., Wilmington Trust Company and ChaseMellon Shareholder
Services, L.L.C..
*2. Amended and Restated Certificate of Incorporation of MetLife,
Inc.
*3. Amended and Restated By-laws of MetLife, Inc.
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*4. Form of Certificate for the Common Stock, par value $0.01 per
share
*5. Rights Agreement between MetLife, Inc. and ChaseMellon
Shareholder Services, Inc.
* Filed as an exhibit to the Registration Statement and incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated:
March 31, 2000
METLIFE POLICYHOLDER TRUST
By Wilmington Trust Company, not in its individual capacity but
solely as Trustee
By: /s/ Joseph B. Feil
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Name: Joseph B. Feil
Title: Senior Financial Services Officer
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